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Gaotu Techedu (NYSE: GOTU) director exercises 8,000 RSUs with 760 ADSs for taxes

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

Rhea-AI Filing Summary

Gaotu Techedu Inc. director Hu Yiming reported compensation-related share movements involving the company’s ADSs. On May 7, 2026, Hu exercised previously granted 8,000 Restricted Share Units, converting them into 8,000 ADSs at a reported price of $0.00 per ADS following vesting on May 1, 2026. In a related tax-withholding transaction the same day, 760 ADSs were disposed of to satisfy tax obligations, a non–open-market event. After these transactions, Hu directly owned 24,235 ADSs, indicating an overall increase in direct holdings driven by equity compensation rather than market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Hu Yiming
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 — 24,235 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 on May 7, 2026
ADSs acquired from RSUs 8,000 ADSs Non-derivative acquisition at $0.00 per ADS
ADSs withheld for taxes 760 ADSs Tax-withholding disposition on May 7, 2026
Holdings after transactions 24,235 ADSs Direct ownership following May 7, 2026 activity
Restricted Share Units financial
"security_title: "Restricted Share Units" in the derivative transaction record"
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
"security_title: "ADS" for the non-derivative transactions reported"
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" for the F-coded entry"
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 exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for the M-coded entries"
Every three ADSs represent two Class A ordinary shares financial
"footnote: "Every three ADSs represent two Class A ordinary shares.""
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*
Hu Yiming
(Last)(First)(Middle)
908, BLOCK A, WEST FOUR RING
(Street)
BEIJINGCHINA100091
(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$024,235D
ADS(1)05/07/2026F760D$2.9123,475D
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/ Yiming Hu05/08/2026
** 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 Hu Yiming report for Gaotu Techedu (GOTU)?

Hu Yiming reported exercising 8,000 Restricted Share Units into ADSs and a related tax-withholding disposition of 760 ADSs on May 7, 2026. These actions reflect equity compensation mechanics rather than open-market buying or selling of Gaotu Techedu stock.

How many Gaotu Techedu (GOTU) ADSs does Hu Yiming hold after these Form 4 transactions?

Following the reported transactions, Hu Yiming directly holds 24,235 Gaotu Techedu ADSs. This figure reflects the net result after exercising 8,000 RSUs into ADSs and disposing of 760 ADSs to cover tax obligations on May 7, 2026.

Were Hu Yiming’s May 2026 Gaotu Techedu (GOTU) transactions open-market buys or sales?

The transactions were not open-market trades. They involved exercising 8,000 Restricted Share Units into ADSs and a tax-withholding disposition of 760 ADSs, which is a non-market mechanism used to satisfy tax liabilities when equity awards vest.

What do the 8,000 Restricted Share Units represent in Hu Yiming’s Gaotu Techedu (GOTU) filing?

The 8,000 Restricted Share Units were equity awards that vested on May 1, 2026 and were exercised on May 7, 2026. Their exercise converted the RSUs into 8,000 Gaotu Techedu ADSs at a stated price of $0.00 per ADS in the filing.

Why were 760 Gaotu Techedu (GOTU) ADSs disposed of in Hu Yiming’s Form 4?

The 760 ADSs were disposed of as a tax-withholding transaction. This means a portion of Hu Yiming’s vested equity was delivered to cover tax liabilities, rather than being sold in the open market for investment or portfolio-management reasons.