STOCK TITAN

Hello Group (NASDAQ: MOMO) CTO gets options as spouse sells ADS

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

Rhea-AI Filing Summary

Hello Group Inc. Chief Technology Officer Wen Jianhua received a grant of 181,852 stock options on Class A ordinary shares, with an exercise price of $0.0002 per share and expiration on April 7, 2036. The options vest over four years, with one-fourth vesting on April 7, 2027 and the remainder vesting quarterly in twelve equal installments starting July 7, 2027.

Separately, options beneficially owned by Wen’s spouse were exercised for a total of 8,436 Class A ordinary shares at an exercise price of $0.0002 per share and converted into 4,218 American depositary shares. Those 4,218 ADS, each representing two Class A shares, were then sold at $5.7039 per ADS, leaving no ADS under the spouse’s indirect holding. Wen disclaims beneficial ownership of the spouse’s securities except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Wen Jianhua
Role Chief Technology Officer
Sold 4,218 shs ($24K)
Type Security Shares Price Value
Grant/Award Options (right to buy) 181,852 $0.00 --
Exercise Options (right to buy) 2,812 $0.0002 $0.56
Exercise Options (right to buy) 2,812 $0.0002 $0.56
Exercise Options (right to buy) 2,812 $0.0002 $0.56
Exercise American Depositary Shares 4,218 $0.0004 $1.69
Sale American Depositary Shares 4,218 $5.7039 $24K
Holdings After Transaction: Options (right to buy) — 181,852 shares (Direct); Options (right to buy) — 11,250 shares (Indirect, By spouse); American Depositary Shares — 4,218 shares (Indirect, By spouse)
Footnotes (1)
  1. Each American depositary share represents two Class A ordinary shares. Represent American depositary shares beneficially owned by the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The stock option vests over a four-year period, with one-fourth of options vest on April 7, 2027, and the rest of the options vest per quarter in twelve equal installments, starting from July 7, 2027. Represent options beneficially owned by the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Option grant size 181,852 options Granted to CTO Wen Jianhua on April 7, 2026
Option exercise price $0.0002 per share Exercise price for Wen Jianhua’s April 7, 2026 option grant
Option expiration April 7, 2036 Expiration date of 181,852 options granted to CTO
Spouse option exercises 8,436 shares Total Class A ordinary shares from spouse’s option exercises
ADS sold 4,218 ADS American depositary shares sold by spouse on March 31, 2026
ADS sale price $5.7039 per ADS Sale price for 4,218 ADS held indirectly by spouse
Spouse ADS balance after sale 0 ADS Total ADS indirectly held by spouse following the sale
ADS to share ratio 1 ADS : 2 Class A shares Each American depositary share represents two Class A ordinary shares
American depositary share financial
"Each American depositary share represents two Class A ordinary shares."
An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.
stock option financial
"The stock option vests over a four-year period, with one-fourth of options vest on April 7, 2027."
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
vests over a four-year period financial
"The stock option vests over a four-year period, with one-fourth of options vest on April 7, 2027."
pecuniary interest financial
"The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein."
beneficially owned financial
"Represent options beneficially owned by the reporting person's spouse."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
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*
Wen Jianhua

(Last)(First)(Middle)
BUILDING 203, BLOCK A10, JIUXIANQIAO
NORTH ROAD, CHAOYANG DISTRICT

(Street)
BEIJINGF4100015

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
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)03/31/2026M4,218A$0.00044,218IBy spouse(2)
American Depositary Shares(1)03/31/2026S4,218D$5.70390IBy spouse(2)
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
Options (right to buy)$0.000204/07/2026A181,852 (3)04/07/2036Class A ordinary shares, par value US$0.0001181,852$0181,852D
Options (right to buy)$0.000203/31/2026M2,81205/01/202605/01/2033Class A ordinary shares, par value US$0.00012,812$0.000211,250IBy spouse(4)
Options (right to buy)$0.000203/31/2026M2,81201/01/202609/10/2033Class A ordinary shares, par value US$0.00012,812$0.000216,876IBy spouse(4)
Options (right to buy)$0.000203/31/2026M2,81201/01/202602/08/2034Class A ordinary shares, par value US$0.00012,812$0.000228,126IBy spouse(4)
Explanation of Responses:
1. Each American depositary share represents two Class A ordinary shares.
2. Represent American depositary shares beneficially owned by the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
3. The stock option vests over a four-year period, with one-fourth of options vest on April 7, 2027, and the rest of the options vest per quarter in twelve equal installments, starting from July 7, 2027.
4. Represent options beneficially owned by the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
/s/ Jianhua Wen04/09/2026
** 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)

FAQ

What insider transactions did Hello Group (MOMO) report for Wen Jianhua?

Hello Group reported that CTO Wen Jianhua received 181,852 stock options and that options held by his spouse were exercised into 4,218 American depositary shares, which were then sold. These actions combine compensation-related grants with a small sale by a related party.

How many stock options did Hello Group CTO Wen Jianhua receive?

Wen Jianhua was granted 181,852 stock options on Class A ordinary shares at an exercise price of $0.0002 per share. The options expire on April 7, 2036 and vest over four years, beginning April 7, 2027, with quarterly vesting installments thereafter.

What did Wen Jianhua’s spouse do with Hello Group (MOMO) ADS?

Options beneficially owned by Wen Jianhua’s spouse were exercised into 4,218 American depositary shares and then sold at $5.7039 per ADS. After this transaction, no ADS remained under the spouse’s indirect holding, according to the reported post-transaction balance of zero shares.

How do Hello Group’s ADS relate to its Class A ordinary shares?

Each Hello Group American depositary share represents two Class A ordinary shares, according to the disclosure. This means the 4,218 ADS involved in the spouse’s transactions corresponded to 8,436 underlying Class A ordinary shares when the options were exercised and converted.

Does Wen Jianhua fully own the Hello Group securities held by his spouse?

The filing states that securities held by Wen Jianhua’s spouse, including ADS and options, are beneficially owned by the spouse. Wen disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, clarifying his indirect economic exposure to those holdings.

When do Wen Jianhua’s newly granted Hello Group options vest?

The newly granted options vest over four years. One-fourth vests on April 7, 2027, and the remaining options vest in twelve equal quarterly installments starting July 7, 2027. This schedule ties the majority of the award to continued service over several years.