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

The footnotes state that every three American depositary shares represent two Class A ordinary shares. This fixed ratio links the ADSs traded in international markets to the underlying Gaotu Techedu equity, helping investors understand how ADS counts correspond to ordinary share interests.

Gaotu Techedu SVP discloses initial holdings

Gaotu Techedu Inc. SVP Luo Bin filed an initial ownership report showing existing equity interests in the company.

Accepted by SEC EDGAR 03/12/2026 - 06:05 AM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

Rhea-AI Filing Summary

Gaotu Techedu Inc. SVP Luo Bin filed an initial ownership report showing existing equity interests in the company. The filing lists restricted share units (RSUs) covering 37,333, 18,000, 24,000 and 24,000 underlying Class A ordinary shares, all with a conversion price of 0.0000 and no expiration date. It also reports direct ownership of 93,169 ADSs and indirect ownership of 1,609,310 ADSs through Cheer Giant Development Limited (BVI). Every three ADSs represent two Class A ordinary shares.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Luo Bin

Role SVP

Type	Security	Shares	Price	Value
Holding	RSU	--	--	--
Holding	RSU	--	--	--
Holding	RSU	--	--	--
Holding	RSU	--	--	--
Holding	ADSs	--	--	--
Holding	ADSs	--	--	--

Holdings: RSU — 103,333 contracts (Direct); ADSs — 93,169 shares (Direct); ADSs — 1,609,310 shares (Indirect, Cheer Giant Development Limited(BVI))

Footnotes (2)

F1. Every three ADSs represent two Class A ordinary shares.
F2. These RSUs do not have an expiration date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Gaotu Techedu (GOTU) SVP Luo Bin report in this Form 3?

SVP Luo Bin reports his existing equity holdings in Gaotu Techedu. The filing lists several RSU awards over Class A ordinary shares and both direct and indirect holdings of American depositary shares, establishing his ownership position as a company insider at the reporting date.

How many RSUs tied to Gaotu Techedu Class A shares does Luo Bin hold?

Luo Bin reports RSUs over 37,333, 18,000, 24,000 and 24,000 underlying Class A ordinary shares. All RSUs carry a conversion price of zero and, according to the footnote, do not have an expiration date, indicating ongoing potential to settle into ordinary shares over time.

What ADS holdings does Luo Bin disclose in Gaotu Techedu (GOTU)?

The filing shows direct ownership of 93,169 American depositary shares and indirect ownership of 1,609,310 ADSs held through Cheer Giant Development Limited (BVI). These ADS positions provide economic exposure to Gaotu Techedu’s Class A ordinary shares under the stated ADS-to-share conversion ratio.

Do Luo Bin’s Gaotu Techedu RSUs have an expiration date?

The disclosure notes that these RSUs do not have an expiration date. Combined with the zero conversion price, this means the RSUs remain outstanding until they settle into Class A ordinary shares under their vesting or settlement conditions, as governed by the company’s equity plans.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Luo Bin

(Last)

(First)

(Middle)

5F, GIENTECH BUILDING

(Street)

BEIJING

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)
	SVP

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⁾	93,169	D
ADSs⁽¹⁾	1,609,310	I	Cheer Giant Development Limited(BVI)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
RSU	03/31/2026	⁽²⁾	Class A ordinary shares	37,333	$0	D
RSU	12/31/2026	⁽²⁾	Class A ordinary shares	18,000	$0	D
RSU	12/31/2027	⁽²⁾	Class A ordinary shares	24,000	$0	D
RSU	12/31/2028	⁽²⁾	Class A ordinary shares	24,000	$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/ Bin Luo	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR