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

Every three Gaotu Techedu ADS represent two Class A ordinary shares. This ratio, disclosed in the Form 4 footnote, explains how ADS holdings relate to the underlying Class A ordinary shares of the company.

Chen Xiangdong entity adds 200K Gaotu (NYSE: GOTU) ADS

Filing Impact

(High)

Filing Sentiment

(Positive)

Form Type

Rhea-AI Filing Summary

Gaotu Techedu Inc. disclosed that 200,000 ADS were acquired in an open-market purchase at $2.235 per ADS. The transaction was carried out through Ebetter International Group Limited, an entity associated with CEO Chen Xiangdong, and is reported as indirect ownership.

Following this purchase, indirect holdings reported for this entity increased to 7,714,529 ADS. Each ADS represents an interest in Gaotu Techedu’s Class A ordinary shares, with every three ADSs corresponding to two Class A ordinary shares.

Insider Trade Summary

Net Buyer: 200,000 shares ($447,000)

Net Buy 1 txn

Insider Chen Xiangdong

Role CEO

Bought 200,000 shs ($447K)

Type	Security	Shares	Price	Value
Purchase	ADS	200,000	$2.235	$447K

Holdings After Transaction: ADS — 7,714,529 shares (Indirect, Ebetter International Group Limited)

Footnotes (1)

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Key Figures

ADS purchased: 200,000 ADS Purchase price: $2.235 per ADS Indirect ADS holdings after trade: 7,714,529 ADS +1 more

4 metrics

ADS purchased 200,000 ADS Open-market purchase on 2026-06-11

Purchase price $2.235 per ADS Open-market transaction

Indirect ADS holdings after trade 7,714,529 ADS Total indirect position following transaction

ADS-to-share ratio 3 ADS : 2 Class A shares Footnote conversion ratio

Key Terms

ADS, open-market purchase, indirect ownership, Class A ordinary shares, +1 more

5 terms

ADS financial

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

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

open-market purchase financial

"transaction_action: "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

indirect ownership financial

"ownership_type: "indirect" and nature_of_ownership: "Ebetter International Group Limited""

Class A ordinary shares financial

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

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/12/2026 - 06:22 AM Accepted by SEC EDGAR 06/12/2026 - 06:21 AM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chen Xiangdong

(Last)

(First)

(Middle)

5F, GIENTECH BUILDING

(Street)

BEIJING

CHINA

100094

(City)

(State)

(Zip)

CHINA

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
ADS⁽¹⁾	06/11/2026		P		200,000	A	$2.235	7,714,529	I	Ebetter International Group Limited

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

	/s/ Xiangdong Chen	06/12/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Gaotu Techedu (GOTU) report for Chen Xiangdong?

Gaotu Techedu reported an entity associated with CEO Chen Xiangdong bought 200,000 ADS in an open-market purchase. The filing shows the transaction as indirect ownership through Ebetter International Group Limited at a price of $2.235 per ADS.

At what price were the 200,000 Gaotu Techedu (GOTU) ADS purchased?

The 200,000 Gaotu Techedu ADS were purchased at $2.235 per ADS. This price comes from an open-market transaction disclosed in the Form 4 and applies to all ADS in the reported trade.

How many Gaotu Techedu (GOTU) ADS are held after this insider transaction?

After the transaction, indirect holdings reported in the filing total 7,714,529 ADS. This figure reflects the position attributed to Ebetter International Group Limited following the 200,000 ADS open-market purchase.

Who actually holds the Gaotu Techedu (GOTU) ADS from this Form 4 transaction?

The ADS are held by Ebetter International Group Limited, an entity associated with CEO Chen Xiangdong. The filing classifies the position as indirect ownership, meaning the shares are not registered in his personal name.