Gaotu Techedu (NYSE: GOTU) CFO details ADS and RSU holdings

Rhea-AI Filing Summary

Gaotu Techedu Inc. CFO Shen Nan has filed an initial ownership report showing existing equity holdings in the company. The filing lists 460,091 ADSs held directly, plus several batches of RSUs over Class A ordinary shares with a $0.00 exercise price. These RSUs cover 70,667, 32,400, 43,200 and 43,200 underlying Class A ordinary shares, and the footnotes state these RSUs do not have an expiration date. Each footnote also explains that every three ADSs represent two Class A ordinary shares, helping investors understand how the ADS position relates to the underlying equity.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shen Nan

(Last) (First) (Middle)

GIENTECH, 10 XIBEIWANG EAST ROAD

(Street)

BEIJING F4 100094

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2026

3. Issuer Name and Ticker or Trading Symbol
Gaotu Techedu Inc. [ GOTU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
ADSs(1)	460,091	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
RSU	03/31/2026	(2)	Class A ordinary shares	70,667	$0	D
RSU	12/31/2026	(2)	Class A ordinary shares	32,400	$0	D
RSU	12/31/2027	(2)	Class A ordinary shares	43,200	$0	D
RSU	12/31/2028	(2)	Class A ordinary shares	43,200	$0	D

Explanation of Responses:

1. Every three ADSs represent two Class A ordinary shares.

2. These RSUs do not have an expiration date.

	/s/ Nan Shen	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does Shen Nan’s Form 3 for Gaotu Techedu (GOTU) show?

The Form 3 shows CFO Shen Nan’s existing equity holdings in Gaotu Techedu. It reports 460,091 ADSs held directly and several RSU awards over Class A ordinary shares with a $0.00 exercise price and no expiration date.

How many ADSs does Gaotu Techedu CFO Shen Nan hold?

The filing reports that CFO Shen Nan holds 460,091 ADSs of Gaotu Techedu directly. This ADS position is separate from his RSU awards over Class A ordinary shares and helps indicate his direct exposure to the company’s listed securities.

What RSU positions over Class A shares are disclosed for Shen Nan at GOTU?

The Form 3 lists RSUs over 70,667, 32,400, 43,200, and 43,200 Class A ordinary shares. All have a $0.00 exercise price, are held directly, and, according to the footnotes, do not have an expiration date.

What is the ADS-to-Class A share ratio for Gaotu Techedu (GOTU)?

A footnote states that every three ADSs represent two Class A ordinary shares. This ratio links Shen Nan’s 460,091 ADSs to the underlying equity and clarifies how the ADS holdings correspond to Gaotu Techedu’s Class A ordinary shares.

Does Shen Nan’s Form 3 show any buy or sell transactions in GOTU stock?

No buy or sell transactions are reported in this Form 3. The entries are classified as holdings with transaction direction marked “unknown,” indicating this filing serves as an initial ownership statement rather than documenting new market trades.

Are Shen Nan’s RSUs in Gaotu Techedu subject to expiration dates?

The footnotes specifically state that these RSUs do not have an expiration date. Each RSU block over Class A ordinary shares carries a $0.00 exercise price, providing continuing potential to receive the underlying shares subject to applicable terms.