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

Each three Gaotu ADSs represent two Class A ordinary shares, according to the footnote. This ratio explains how ADSs correspond to the underlying Class A ordinary shares, helping investors understand the economic interest represented by the ADS holdings.

Gaotu (NYSE: GOTU) CFO exercises 70,667 RSUs, with ADSs withheld for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gaotu Techedu’s CFO, Shen Nan, exercised equity awards and settled related taxes. On March 31, 2026, 70,667 Restricted Share Units vested and were exercised into 70,667 ADSs at a stated price of $0.00 per ADS.

To cover tax obligations, 23,094 ADSs were disposed of at $2.94 per ADS through a tax-withholding mechanism, rather than an open-market sale. After these transactions, Shen Nan holds 507,664 ADSs directly. Each three ADSs represent two Class A ordinary shares.

Insider Trade Summary

70,667 shares exercised/converted

Mixed 3 txns

Insider Shen Nan

Role CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	70,667	$0.00	--
Exercise	ADS	70,667	$0.00	--
Tax Withholding	ADS	23,094	$2.94	$68K

Holdings After Transaction: Restricted Share Units — 0 shares (Direct); ADS — 530,758 shares (Direct)

Footnotes (1)

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

Key Figures

RSUs exercised: 70,667 units ADSs received: 70,667 ADSs Tax-withheld ADSs: 23,094 ADSs +2 more

5 metrics

RSUs exercised 70,667 units Restricted Share Units vested and exercised on March 31, 2026

ADSs received 70,667 ADSs ADSs acquired via RSU exercise at $0.00 per ADS

Tax-withheld ADSs 23,094 ADSs Shares delivered for tax withholding at $2.94 per ADS

Holdings after transaction 507,664 ADSs Direct ADS holdings following March 31, 2026 transactions

ADS to share ratio 3 ADSs = 2 Class A shares Footnote on ADS representation of Class A ordinary shares

Key Terms

Restricted Share Units, ADS, tax-withholding disposition, Exercise or conversion of derivative security, +1 more

5 terms

ADS financial

"security_title": "ADS""

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.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Class A ordinary shares financial

"underlying_security_title": "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 Insider Transactions: What Each Field Means →

04/02/2026 - 06:13 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^*

Shen Nan

(Last)

(First)

(Middle)

GIENTECH, 10 XIBEIWANG EAST ROAD

(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)
	CFO

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)
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⁾	03/31/2026	03/31/2026	M		70,667	A	$0	530,758	D
ADS⁽¹⁾	03/31/2026	03/31/2026	F		23,094	D	$2.94	507,664	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)
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)
Restricted Share Units⁽¹⁾	$0	03/31/2026	03/31/2026	M			70,667	03/31/2026	⁽²⁾	Class A ordinary shares	70,667	$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/ Nan Shen	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Gaotu (GOTU) CFO Shen Nan report?

Gaotu CFO Shen Nan reported exercising 70,667 Restricted Share Units into 70,667 ADSs. The RSUs vested on March 31, 2026, and were converted at a stated exercise price of $0.00 per ADS, reflecting routine equity compensation vesting.

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

A total of 23,094 Gaotu ADSs were disposed of at $2.94 per ADS for tax withholding. This F-code transaction paid tax liabilities by delivering shares back, rather than through an open-market sale to third-party investors.

How many Gaotu (GOTU) ADSs does CFO Shen Nan hold after the transaction?

Following these transactions, CFO Shen Nan directly holds 507,664 ADSs. This figure reflects the 70,667 ADSs received from RSU vesting, net of the 23,094 ADSs withheld to satisfy tax obligations tied to the equity compensation event.

What was the size of the RSU exercise reported by Gaotu (GOTU) CFO Shen Nan?

Shen Nan exercised 70,667 Restricted Share Units into 70,667 ADSs. The filing describes this as an exercise or conversion of a derivative security at a stated per-share exercise price of $0.00, consistent with typical RSU vesting mechanics in equity compensation programs.

Were there any open-market purchases or sales in Gaotu (GOTU) CFO Shen Nan’s Form 4?

No open-market purchases or sales were reported. The Form 4 shows an M-code exercise of 70,667 RSUs into ADSs and an F-code disposition of 23,094 ADSs for tax withholding, both tied to equity compensation rather than discretionary trading.