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Hello Group (MOMO) director adds 50,000 RSUs and boosts ADS stake

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

Rhea-AI Filing Summary

Hello Group Inc. director Qi Dave reported compensation-related equity activity. On April 7, 2026, he received a grant of 50,000 restricted share units, each representing a right to receive one Class A ordinary share. These RSUs 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, subject to continued service.

On April 6–8, 2026, previously granted restricted share units vested and were exercised into Class A ordinary shares and then into American Depositary Shares at a conversion price of $0.00 per share. Each American Depositary Share represents two Class A ordinary shares. Following these transactions, he holds 294,824 American Depositary Shares and 50,000 restricted share units directly.

Positive

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Negative

  • None.
Insider Qi Dave
Role Director
Type Security Shares Price Value
Exercise Restricted Share Units 3,125 $0.00 --
Exercise American Depositary Shares 1,562 $0.00 --
Grant/Award Restricted Share Units 50,000 $0.00 --
Exercise Restricted Share Units 12,500 $0.00 --
Exercise American Depositary Shares 6,250 $0.00 --
Exercise Restricted Share Units 3,125 $0.00 --
Exercise American Depositary Shares 1,562 $0.00 --
Holdings After Transaction: Restricted Share Units — 25,001 shares (Direct); American Depositary Shares — 294,824 shares (Direct)
Footnotes (1)
  1. Each American depositary share represents two Class A ordinary shares. Each restricted share unit represents a contingent right to receive, when vested, one Class A ordinary share. The restricted share unit vests over a four-year period, with one-fourth of restricted share units vest on April 7, 2027, and the rest of the restricted share units vest per quarter in twelve equal installments, starting from July 7, 2027, subject to the reporting person's continued service through the applicable vesting date. The restricted share units were vested on April 6, 2026. The restricted share units were vested on April 7, 2026. The restricted share units were vested on April 8, 2026.
New RSU grant 50,000 units Restricted share units granted on April 7, 2026
Derivative exercises 18,750 shares Total derivative exercise shares in this filing
ADS holdings after transactions 294,824 ADSs American Depositary Shares held directly after April 8, 2026 transaction
RSU holdings after grant 50,000 RSUs Restricted share units held directly after April 7, 2026 grant
Exercise price $0.00 per share Conversion or exercise price for reported derivative transactions
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.
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.
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
Grant, award, or other acquisition financial
"transaction_code_description: "Grant, award, or other acquisition""
vests over a four-year period financial
"The restricted share unit vests over a four-year period, with one-fourth of restricted share units vest on April 7, 2027"
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*
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)
04/06/2026		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)04/06/2026M1,562A$0287,012D
American Depositary Shares(1)04/07/2026M6,250A$0293,262D
American Depositary Shares(1)04/08/2026M1,562A$0294,824D
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)04/07/2026A50,000 (3)04/07/2036Class A ordinary shares, par value US$0.000150,000$050,000D
Restricted Share Units(2)04/06/2026M3,125 (4)04/06/2033Class A ordinary shares, par value US$0.00013,125$012,501D
Restricted Share Units(2)04/07/2026M12,500 (5)04/07/2035Class A ordinary shares, par value US$0.000112,500$037,500D
Restricted Share Units(2)04/08/2026M3,125 (6)04/08/2034Class A ordinary shares, par value US$0.00013,125$025,001D
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 unit vests over a four-year period, with one-fourth of restricted share units vest on April 7, 2027, and the rest of the restricted share units vest per quarter in twelve equal installments, starting from July 7, 2027, subject to the reporting person's continued service through the applicable vesting date.
4. The restricted share units were vested on April 6, 2026.
5. The restricted share units were vested on April 7, 2026.
6. The restricted share units were vested on April 8, 2026.
/s/ Daqing Qi04/09/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Hello Group (MOMO) director Qi Dave receive?

Qi Dave received a grant of 50,000 restricted share units as compensation. Each unit represents a right to receive one Class A ordinary share, with vesting spread over four years starting in 2027, subject to his continued service with Hello Group.

How do the new RSUs for Hello Group (MOMO) director vest over time?

The 50,000 restricted share units vest over four years. One-fourth vests on April 7, 2027, and the remaining units vest in twelve equal quarterly installments beginning July 7, 2027, provided Qi Dave continues to serve through each vesting date.

What transactions did Hello Group (MOMO) director report on April 6–8, 2026?

Across April 6–8, 2026, previously granted restricted share units vested and were exercised into Class A ordinary shares and then into American Depositary Shares at a $0.00 exercise price, reflecting non-cash, compensation-related derivative exercises rather than open-market purchases or sales.

How many Hello Group (MOMO) American Depositary Shares does the director now hold?

After these transactions, Qi Dave holds 294,824 American Depositary Shares directly. These ADSs represent underlying Class A ordinary shares, with each ADS corresponding to two Class A ordinary shares according to the filing’s footnote disclosure.

What is the relationship between Hello Group (MOMO) ADSs and Class A ordinary shares?

Each American Depositary Share represents two Class A ordinary shares. This ratio means ADS figures in the filing correspond to twice as many underlying Class A shares, which are the ordinary equity securities of Hello Group Inc.

Are the Hello Group (MOMO) director’s transactions open-market buys or sells?

No open-market buys or sells are reported. The Form 4 shows grant and exercise transactions coded A and M, reflecting restricted share unit awards and derivative exercises at a $0.00 price, all categorized as acquisitions rather than market purchases or sales.