Gaotu SVP exercises RSUs, boosts ADS holdings

Gaotu Techedu Inc. SVP Luo Bin exercised equity awards and increased his direct stake.

Accepted by SEC EDGAR 04/02/2026 - 06:16 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Gaotu Techedu Inc. SVP Luo Bin exercised equity awards and increased his direct stake. On March 31, 2026, 37,333 Restricted Share Units vested and were exercised into 37,333 ADSs at a conversion price of $0.00 per ADS. Of these, 8,934 ADSs were disposed of to cover tax obligations at $2.94 per ADS, a mechanistic tax-withholding transaction rather than an open-market sale. After these moves, Luo Bin directly holds 121,568 ADSs of Gaotu Techedu Inc.

Insider Trade Summary

37,333 shares exercised/converted

Exercise 3 txns

Insider Luo Bin

Role SVP

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	37,333	$0.00	$0.00
Exercise	ADS	37,333	$0.00	$0.00
Exercise Price or Tax Liability	ADS	8,934	$2.94	$26K

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); ADS — 121,568 shares (Direct)

Holdings Before and After: Restricted Share Units, 37,333 to 0 contracts (Direct); ADS, 93,169 to 121,568 shares (Direct)

Footnotes (2)

1. F1. Every three ADSs represent two Class A ordinary shares.
2. F2. These RSUs were vested on March 31, 2026 and do not have an expiration date.

Key Figures

RSUs exercised: 37,333 units ADSs issued from RSUs: 37,333 ADSs ADSs withheld for taxes: 8,934 ADSs at $2.94 +2 more

5 metrics

RSUs exercised 37,333 units Restricted Share Units vested and exercised on March 31, 2026

ADSs issued from RSUs 37,333 ADSs ADSs received via derivative exercise at $0.00 per ADS

ADSs withheld for taxes 8,934 ADSs at $2.94 Tax-withholding disposition on March 31, 2026

Post-transaction holdings 121,568 ADSs Direct ownership after transactions on March 31, 2026

ADS to ordinary share ratio 3 ADSs = 2 Class A shares Equity ratio disclosed in footnote F1

Key Terms

Restricted Share Units, ADS, tax-withholding disposition, Class A ordinary shares

4 terms

Restricted Share Units financial

"These RSUs were vested on March 31, 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

"Payment of exercise price or tax liability by delivering securities"

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.

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.

FAQ

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

What insider transaction did Gaotu (GOTU) SVP Luo Bin report?

Luo Bin reported vesting and exercise of 37,333 Restricted Share Units into 37,333 ADSs on March 31, 2026. This was a compensation-related equity event, not an open-market purchase, and reflects routine conversion of previously granted awards into tradable shares.

How many Gaotu (GOTU) ADSs were withheld for taxes in this Form 4?

The filing shows 8,934 ADSs were disposed of at $2.94 per ADS to satisfy tax obligations. This tax-withholding disposition is a standard mechanism when equity awards vest and does not represent a discretionary open-market sale by the executive.

What are Luo Bin’s Gaotu (GOTU) holdings after the reported transactions?

After the RSU vesting, ADS issuance, and tax withholding, Luo Bin directly owns 121,568 ADSs. This figure reflects his post-transaction position as of March 31, 2026, providing context for the scale of the equity transaction relative to his total stake.

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

According to the filing footnotes, every three ADSs represent two Class A ordinary shares. This ratio connects the U.S.-traded ADSs to the underlying Class A equity and is important for understanding the economic interest each ADS represents.

Were there any open-market buys or sells in this Gaotu (GOTU) Form 4?

No open-market buys or sells are reported. The Form 4 shows a derivative exercise of RSUs into ADSs and a related tax-withholding disposition. These are compensation and tax events rather than discretionary trading in the company’s shares.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Luo Bin

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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)
			Code	V	Amount	(A) or (D)	Price
ADS(1)	03/31/2026	03/31/2026	M		37,333	A	$0	130,502	D
ADS(1)	03/31/2026	03/31/2026	F		8,934	D	$2.94	121,568	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units(1)	$0	03/31/2026	03/31/2026	M			37,333	03/31/2026	(2)	Class A ordinary shares	37,333	$0	0	D

Explanation of Responses:

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

2. These RSUs were vested on March 31, 2026 and do not have an expiration date.

	/s/ Bin Luo	04/02/2026
	** 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)