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  4. [Form 4] Hello Group Inc. Insider Trading Activity

Hello Group director exercises RSU awards

Hello Group Inc. director Qi Dave reported a series of compensation-related equity transactions.

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

Rhea-AI Filing Summary

Hello Group Inc. director Qi Dave reported a series of compensation-related equity transactions. Over July 6–8, 2026, he exercised three tranches of 3,124 restricted share units (RSUs) each, for a total of 9,372 RSUs, converting vested awards into Class A ordinary shares represented by American Depositary Shares (ADSs). Each RSU delivers one Class A ordinary share, and each ADS represents two Class A ordinary shares. These are exercises of derivative securities rather than open-market purchases or sales. Following the transactions, he holds 301,073 ADSs and 21,877 RSUs directly, indicating he retained a substantial equity position in the company.

Positive

  • None.

Negative

  • None.
Insider Qi Dave
Role Director
Type Security Shares Price Value
Exercise Restricted Share Units 3,124 $0.00 $0.00
Exercise American Depositary Shares 1,562 $0.00 $0.00
Exercise Restricted Share Units 3,124 $0.00 $0.00
Exercise American Depositary Shares 1,562 $0.00 $0.00
Exercise Restricted Share Units 3,124 $0.00 $0.00
Exercise American Depositary Shares 1,562 $0.00 $0.00
Holdings After Transaction: Restricted Share Units — 65,630 contracts (Direct); American Depositary Shares — 301,073 shares (Direct)
Footnotes (5)
  1. F1. Each American depositary share represents two Class A ordinary shares.
  2. F2. Each restricted share unit represents a contingent right to receive, when vested, one Class A ordinary share.
  3. F3. The restricted share units were vested on July 6, 2026.
  4. F4. The restricted share units were vested on July 8, 2026.
  5. F5. The restricted share units were vested on July 7, 2026.
RSUs exercised 9,372 RSUs Total derivative exercises (code M) over July 6–8, 2026
Daily RSU tranches 3,124 RSUs Each of three vesting and exercise events on July 6, 7, and 8, 2026
ADS acquired per event 1,562 ADSs Non-derivative acquisitions corresponding to each 3,124-RSU conversion
ADS holdings after latest transaction 301,073 ADSs Directly held following July 8, 2026 exercise
RSU balance after July 8, 2026 21,877 RSUs Direct derivative holdings remaining after reported exercises
ADS share ratio 1 ADS = 2 Class A shares Footnote describing American Depositary Share structure
RSU expiration dates 2033-04-06, 2034-04-08, 2035-04-07 Expiration dates for RSU derivative awards shown in the filing
American Depositary Shares financial
"Each American depositary share represents two Class A ordinary shares."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Restricted Share Units financial
"Each restricted share unit represents a contingent right to receive, when vested, one Class A ordinary share."
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.
Class A ordinary shares financial
"Each restricted share unit represents a contingent right to receive, when vested, one Class A ordinary share."
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.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
vested financial
"The restricted share units were vested on July 6, 2026."

FAQ

What insider activity did Hello Group (MOMO) disclose for Qi Dave?
Hello Group director Qi Dave exercised restricted share units, converting 9,372 RSUs into Class A ordinary shares represented by ADSs. These were compensation-related derivative exercises, not open-market stock purchases or sales, and increased his directly held share position.

How many Hello Group (MOMO) shares did Qi Dave acquire through RSU exercises?
Qi Dave exercised a total of 9,372 restricted share units over July 6–8, 2026. Each RSU represents a right to receive one Class A ordinary share upon vesting and exercise, which can then be represented by American Depositary Shares.

Over what dates did Qi Dave’s Hello Group (MOMO) RSUs vest and convert?
The filings show RSU tranches vesting and being exercised on July 6, 7, and 8, 2026. Each day, 3,124 RSUs vested and were converted into Class A ordinary shares represented by American Depositary Shares for the reporting person.

What are Qi Dave’s holdings in Hello Group (MOMO) after these transactions?
After the reported RSU exercises, Qi Dave holds 301,073 American Depositary Shares and 21,877 restricted share units directly. These figures reflect his updated equity position in Hello Group Inc. following the July 2026 compensation-related conversions.

Were any Hello Group (MOMO) shares sold by Qi Dave in this Form 4?
No sales were reported. All transactions are coded “M”, indicating exercises or conversions of derivative securities, specifically restricted share units. The filing shows acquisitions via RSU vesting and conversion, with no open-market sell transactions disclosed in this report.

How do Hello Group (MOMO) ADSs relate to Class A ordinary shares in this filing?
The footnotes state that each American Depositary Share represents two Class A ordinary shares. RSUs convert into Class A ordinary shares, which can then be represented in ADS form for trading on U.S. markets, according to the disclosed ratio.

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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*
Qi Dave
(Last)(First)(Middle)
HOUSE B5, AVIGNON,1 KUWN CHUI ROAD
TUEN MUN, N. T.
(Street)
HONG KONGK3000000
(City)(State)(Zip)
CHINA
(Country)		2. Issuer Name and Ticker or Trading Symbol
Hello Group Inc. [ MOMO ] 		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)
07/06/2026		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
American Depositary Shares(1)07/06/2026M1,562A$0297,949D
American Depositary Shares(1)07/07/2026M1,562A$0299,511D
American Depositary Shares(1)07/08/2026M1,562A$0301,073D
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(2)07/06/2026M3,124 (3)04/06/2033Class A ordinary shares, par value US$0.00013,124$09,377D
Restricted Share Units(2)07/08/2026M3,124 (4)04/08/2034Class A ordinary shares, par value US$0.00013,124$021,877D
Restricted Share Units(2)07/07/2026M3,124 (5)04/07/2035Class A ordinary shares, par value US$0.00013,124$034,376D
Explanation of Responses:
1. Each American depositary share represents two Class A ordinary shares.
2. Each restricted share unit represents a contingent right to receive, when vested, one Class A ordinary share.
3. The restricted share units were vested on July 6, 2026.
4. The restricted share units were vested on July 8, 2026.
5. The restricted share units were vested on July 7, 2026.
/s/ Daqing Qi07/08/2026
** 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