Form SCHEDULE 13D/A TRIO-TECH INTERNATIONAL Filed by: HOROWITZ RICHARD M
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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TRIO-TECH INTERNATIONAL (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
(CUSIP Number) |
Richard M. Horowitz 1180 S. Beverly Drive, Suite 740 Los Angeles, CA, 90035 (310) 278-5943 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
HOROWITZ RICHARD M | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
902,353.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Note to Row 7, 9 and 11: Includes 664,784 shares of the Issuer's common stock, no par value ("Common Stock") and options to purchase 237,569 shares of Common Stock exercisable within 60 days of the date of this report.
(2) Note to Row 13: Based on 10,298,449 shares of the Common Stock issued and outstanding as of June 18, 2026, based on corporate records of the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value | |
| (b) | Name of Issuer:
TRIO-TECH INTERNATIONAL | |
| (c) | Address of Issuer's Principal Executive Offices:
16139 WYANDOTTE ST., VAN NUYS,
CALIFORNIA
, 91406. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment") to Schedule 13D amends and supplements the statement on 13D originally filed on April 16, 2010 by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission ("SEC"). | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by Richard M. Horowitz, an individual. | |
| (b) | The address of the Reporting Person for this filing is: 1180 S. Beverly Drive, Suite 740, Los Angeles, California 90035. | |
| (c) | Mr. Horowitz is a director of the Company. Mr. Horowitz's principal occupation is as President of Management Brokers Insurance Agency, the principal business address of which 1180 S. Beverly Drive, Suite 740, Los Angeles, California 90035. | |
| (d) | The Reporting Person was not, during the last five years, convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mr. Horowitz is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The securities reported herein include shares that were acquired by the Reporting Person through grants of shares by the Issuer from time to time and through the use of personal funds. Of the 902,353 shares deemed beneficially owned by Mr. Horowitz, 237,569 are subject to currently exercisable options. | ||
| Item 4. | Purpose of Transaction | |
Mr. Horowitz holds the shares of Company Common Stock beneficially owned and deemed to be beneficially owned by him for investment. The Reporting Person has no current plans or proposals which relate to or would result in any of the matters described in paragraphs (a) though (j) of Item 4 of Schedule 13D. Mr. Horowitz may in the future acquire additional shares of Common Stock or other Issuer securities or dispose of some or all of the shares of Common Stock or other securities held by the Reporting Person in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Person may deem advisable subject to applicable securities law and regulations. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Mr. Horowitz may be deemed to beneficially own an aggregate of 902,353 shares of the Issuer's common stock, including 237,569 options to purchase shares of Common Stock (the "Options") exercisable within 60 days of the date of this report, representing approximately 8.56% of the Issuer's shares of common stock outstanding.
The percentage of ownership of shares set forth in this Schedule 13D is based on 10,298,449 shares of the Common Stock issued and outstanding as of June 18, 2026, based on corporate records of the Issuer. | |
| (b) | Sole power to vote: 902,353
Shared power to vote: 0
Sole power to dispose: 902,353
Shared power to dispose: 0 | |
| (c) | On December 16, 2025, Mr. Horowitz gifted an aggregate of 40,000 shares of Common Stock to trusts, of which Mr. Horowitz has no beneficial ownership. On May 18, 2026, Mr. Horowitz disposed of 67,500 shares of Common Stock in an open market sale at a weighted average sale price of $18.1003. | |
| (d) | None. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not applicable. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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