Gaotu Techedu (NYSE: GOTU) CEO discloses ADS and share stakes

Rhea-AI Filing Summary

Gaotu Techedu Inc. CEO Chen Xiangdong filed an initial Form 3 reporting his ownership in the company. The filing shows indirect ownership through Ebetter International Group Limited of 800,000 Class A ordinary shares and 73,305,288 Class B ordinary shares, plus direct ownership of 7,514,529 ADSs.

The footnotes state that every three ADSs represent two Class A ordinary shares, helping readers relate the ADS position 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^*

Chen Xiangdong

(Last) (First) (Middle)

5F, GIENTECH BUILDING

(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)

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

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)
Class A ordinary shares	800,000	I	Ebetter International Group Limited
Class B ordinary shares	73,305,288	I	Ebetter International Group Limited
ADSs(1)	7,514,529	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

Explanation of Responses:

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

	/s/ Xiangdong Chen	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 Chen Xiangdong’s Form 3 filing for Gaotu Techedu (GOTU) show?

The Form 3 shows CEO Chen Xiangdong’s existing ownership in Gaotu Techedu. He reports indirect stakes in Class A and Class B ordinary shares via Ebetter International Group Limited, and a separate direct position in ADSs, establishing his baseline holdings as a company insider.

How many Class A and Class B shares linked to GOTU does Chen Xiangdong report?

Chen Xiangdong reports indirect ownership of 800,000 Class A ordinary shares and 73,305,288 Class B ordinary shares. Both positions are held through Ebetter International Group Limited, reflecting substantial voting and economic interests associated with Gaotu Techedu’s share capital structure.

What ADS holdings in Gaotu Techedu (GOTU) does the Form 3 disclose?

The filing discloses that Chen Xiangdong directly holds 7,514,529 ADSs of Gaotu Techedu. This position is separate from his indirect ordinary share interests and provides another way his economic exposure to the company’s performance is represented in public markets.

How are Gaotu Techedu (GOTU) ADSs related to Class A ordinary shares?

The footnote explains that every three ADSs represent two Class A ordinary shares. This ratio helps investors translate Chen Xiangdong’s 7,514,529 ADS position into the equivalent number of underlying Class A ordinary shares for a clearer view of his total exposure.

Does Gaotu Techedu’s Form 3 indicate recent buying or selling by Chen Xiangdong?

The Form 3 serves as an initial statement of ownership and lists holdings rather than explicit recent purchases or sales. The transactions are coded as holdings with unknown direction, so the document primarily establishes Chen Xiangdong’s baseline positions in shares and ADSs.