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RSU vesting boosts ADS holdings for Gaotu (NYSE: GOTU) director

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gaotu Techedu Inc. director Cui Jin reported routine equity compensation activity involving American Depositary Shares (ADS). On May 7, 2026, Cui exercised 8,000 Restricted Share Units (RSUs), converting them into 8,000 ADS at a stated price of $0.00 per ADS. As part of the same event, 760 ADS were disposed of at $2.91 per ADS to cover tax obligations, which is a tax-withholding disposition rather than an open-market sale. After these transactions, Cui directly held 20,633 ADS. A footnote states that every three ADSs represent two Class A ordinary shares, clarifying the relationship between the ADSs and the underlying equity.

Positive

  • None.

Negative

  • None.
Insider Cui Jin
Role null
Type Security Shares Price Value
Exercise Restricted Share Units 8,000 $0.00 --
Exercise ADS 8,000 $0.00 --
Tax Withholding ADS 760 $2.91 $2K
Holdings After Transaction: Restricted Share Units — 0 shares (Direct, null); ADS — 21,393 shares (Direct, null)
Footnotes (1)
  1. Every three ADSs represent two Class A ordinary shares. These RSUs were vested on May 1, 2026 and do not have an expiration date.
RSUs exercised 8,000 units Restricted Share Units converted into ADS on May 7, 2026
ADS received from RSUs 8,000 ADS Non-derivative acquisition at $0.00 per ADS
ADS withheld for taxes 760 ADS Tax-withholding disposition at $2.91 per ADS
Post-transaction ADS holdings 20,633 ADS Directly owned by Cui Jin after transactions
ADS to ordinary share ratio 3 ADS = 2 Class A shares Footnote clarifying ADS relationship
Restricted Share Units financial
"These RSUs were vested on May 1, 2026 and do not have an expiration date."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
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.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Cui Jin
(Last)(First)(Middle)
BUILDING 8, NO.9, YUYUANTAN SOUTH ROAD
(Street)
BEIJINGCHINA100142
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
ADS(1)05/07/2026M8,000A$021,393D
ADS(1)05/07/2026F760D$2.9120,633D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(1)$005/07/2026M8,00005/01/2026 (2)Class A ordinary shares8,000$00D
Explanation of Responses:
1. Every three ADSs represent two Class A ordinary shares.
2. These RSUs were vested on May 1, 2026 and do not have an expiration date.
/s/ Jin Cui05/08/2026
** Signature of Reporting PersonDate
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 transactions did Gaotu (GOTU) director Cui Jin report?

Cui Jin reported an RSU vesting and related tax withholding. On May 7, 2026, 8,000 Restricted Share Units converted into 8,000 ADS at $0.00 per ADS, and 760 ADS were disposed of at $2.91 per ADS to satisfy tax obligations.

Did the Gaotu (GOTU) director buy or sell ADS in the market?

The filing does not show open-market buying or selling. The 760 ADS disposition was labeled as a tax-withholding transaction, meaning shares were delivered to cover tax liabilities rather than sold through an open-market trade.

How many Gaotu (GOTU) ADS does the director hold after these transactions?

After the reported transactions, Cui Jin directly holds 20,633 ADS. This total reflects the 8,000 ADS received from RSU conversion and the 760 ADS used for tax withholding, as disclosed in the post-transaction ownership figures.

What equity award was involved in the Gaotu (GOTU) Form 4 filing?

The transaction involved 8,000 Restricted Share Units (RSUs). These RSUs vested and were exercised into 8,000 ADS at a stated price of $0.00, with a footnote explaining that the RSUs had vested earlier and do not carry an expiration date.

Was this Gaotu (GOTU) insider transaction a one-time RSU vesting event?

The reported activity centers on a single RSU vesting and settlement. The filing shows one 8,000-unit RSU exercise into ADS and a related 760 ADS tax-withholding disposition, with no additional derivative positions remaining in the derivative summary.