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Opera (NASDAQ: OPRA) affiliate sells 665,995 shares in $300M buyback

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

Rhea-AI Filing Summary

Opera Ltd reported an insider-related restructuring where Hong Kong Kunlun Tech Holding Limited, an entity controlled by Executive Chairman Zhou Yahui, sold 665,995 Ordinary Shares to Opera at $16.01 per share. The sale was made under a Stock Purchase Agreement dated March 24, 2026 as part of Opera’s $300 million share repurchase program announced on February 26, 2026. Under this agreement, Hong Kong Kunlun Tech Holding Limited will continue to sell Ordinary Shares to Opera on a pro rata basis with Opera’s open‑market repurchases of American Depositary Shares so that its ownership percentage is maintained. Following these transactions, entities associated with Kunlun hold 53,681,464 Ordinary Shares and 6,734,110 American Depositary Shares indirectly, and Mr. Zhou may be deemed to beneficially own these securities but disclaims beneficial ownership except for his pecuniary interest.

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Insider Zhou Yahui
Role Executive Chairman
Type Security Shares Price Value
Other Ordinary Shares, par value $0.0002 per share 665,995 $16.01 $10.66M
holding American Depositary Shares -- -- --
Holdings After Transaction: Ordinary Shares, par value $0.0002 per share — 53,681,464 shares (Indirect, See Footnote); American Depositary Shares — 6,734,110 shares (Indirect, See Footnote)
Footnotes (1)
  1. Represents the sale of Ordinary Shares by Hong Kong Kunlun Tech Holding Limited to the Issuer pursuant to a Stock Purchase Agreement dated March 24, 2026. This transaction constitutes a tranche of shares to be sold to the Issuer in connection with the Issuer's $300 million share repurchase program announced on February 26, 2026. Under the terms of the agreement, Hong Kong Kunlun Tech Holding Limited will continue to sell Ordinary Shares to the Issuer on a pro rata basis corresponding to the Issuer's open-market repurchases of American Depositary Shares ("ADSs") to maintain Hong Kong Kunlun Tech Holding Limited's ownership percentage. These securities are held directly by Hong Kong Kunlun Tech Holding Limited, a subsidiary of Kunlun Tech Co., Ltd. ("Kunlun"). Mr. Zhou holds 11.6% of Kunlun directly and 15.1% indirectly through Beijing Yingrui Century Software R&D Center L.P. ("Beijing Yingrui"). As the general partner of Beijing Yingrui with a 54.8% interest, Mr. Zhou has sole voting and dispositive power over the Kunlun shares held by Xinyu Yingrui. By virtue of these relationships, Mr. Zhou is the controlling shareholder of Kunlun and may be deemed to beneficially own the securities held by Hong Kong Kunlun Tech Holding Limited. Mr. Zhou disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Each American Depositary Share ("ADS") represents one Ordinary Share of the Issuer.
Restructuring shares 665,995 shares Ordinary Shares sold to Opera under Stock Purchase Agreement
Transaction price $16.01 per share Price for 665,995 Ordinary Shares sold to Opera
Repurchase program size $300 million Opera share repurchase program announced February 26, 2026
Ordinary Shares held 53,681,464 shares Indirect holdings by entities associated with Kunlun after transaction
ADS held 6,734,110 ADS American Depositary Shares indirectly held after transaction
ADS to Ordinary ratio 1 ADS : 1 Ordinary Share Each ADS represents one Ordinary Share of Opera
Stock Purchase Agreement financial
"pursuant to a Stock Purchase Agreement dated March 24, 2026"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
share repurchase program financial
"in connection with the Issuer's $300 million share repurchase program announced on February 26, 2026"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
American Depositary Shares financial
"open-market repurchases of American Depositary Shares ("ADSs") to maintain Hong Kong Kunlun Tech Holding Limited's ownership percentage"
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.
beneficially own financial
"may be deemed to beneficially own the securities held by Hong Kong Kunlun Tech Holding Limited"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"Mr. Zhou disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"
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Learn about SEC filing dates
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*
Zhou Yahui

(Last)(First)(Middle)
C/O OPERA LTD
P.O. BOX 4214 NYDALEN

(Street)
OSLO0401

(City)(State)(Zip)

NORWAY

(Country)
2. Issuer Name and Ticker or Trading Symbol
Opera Ltd [ OPRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026
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
Ordinary Shares, par value $0.0002 per share06/26/2026J(1)665,995D$16.0153,681,464ISee Footnote(2)
American Depositary Shares(3)6,734,110ISee Footnote(3)
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
Explanation of Responses:
1. Represents the sale of Ordinary Shares by Hong Kong Kunlun Tech Holding Limited to the Issuer pursuant to a Stock Purchase Agreement dated March 24, 2026. This transaction constitutes a tranche of shares to be sold to the Issuer in connection with the Issuer's $300 million share repurchase program announced on February 26, 2026. Under the terms of the agreement, Hong Kong Kunlun Tech Holding Limited will continue to sell Ordinary Shares to the Issuer on a pro rata basis corresponding to the Issuer's open-market repurchases of American Depositary Shares ("ADSs") to maintain Hong Kong Kunlun Tech Holding Limited's ownership percentage.
2. These securities are held directly by Hong Kong Kunlun Tech Holding Limited, a subsidiary of Kunlun Tech Co., Ltd. ("Kunlun"). Mr. Zhou holds 11.6% of Kunlun directly and 15.1% indirectly through Beijing Yingrui Century Software R&D Center L.P. ("Beijing Yingrui"). As the general partner of Beijing Yingrui with a 54.8% interest, Mr. Zhou has sole voting and dispositive power over the Kunlun shares held by Xinyu Yingrui. By virtue of these relationships, Mr. Zhou is the controlling shareholder of Kunlun and may be deemed to beneficially own the securities held by Hong Kong Kunlun Tech Holding Limited. Mr. Zhou disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
3. Each American Depositary Share ("ADS") represents one Ordinary Share of the Issuer.
Remarks:
The Issuer is a foreign private issuer as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with Rule 3a12-3(b) under the Exchange Act, the Reporting Person is exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act.
/s/ Aaron McParlan, attorney-in-fact for Yahui Zhou06/30/2026
** 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

How is Opera’s $300 million share repurchase program linked to this OPRA Form 4?

The Form 4 shows a tranche of shares sold by Hong Kong Kunlun Tech Holding Limited to Opera under a Stock Purchase Agreement. This tranche forms part of Opera’s $300 million share repurchase program announced on February 26, 2026, alongside open‑market ADS buybacks.

Who actually sold shares in the Opera (OPRA) Form 4 transaction?

The seller was Hong Kong Kunlun Tech Holding Limited, a subsidiary of Kunlun Tech Co., Ltd. Executive Chairman Zhou Yahui controls Kunlun and may be deemed to beneficially own these securities but disclaims ownership beyond his pecuniary interest.

What were the share counts after the reported Opera (OPRA) Form 4 transaction?

After the transaction, entities associated with Kunlun held 53,681,464 Ordinary Shares and 6,734,110 American Depositary Shares indirectly. These positions reflect holdings attributed to Hong Kong Kunlun Tech Holding Limited and related entities, not direct personal holdings of Mr. Zhou.

How do Opera (OPRA) American Depositary Shares relate to Ordinary Shares?

Each American Depositary Share represents one Ordinary Share of Opera. The Form 4 clarifies this 1:1 relationship, which links open‑market ADS repurchases by Opera to corresponding Ordinary Share transactions with Hong Kong Kunlun Tech Holding Limited.

Will Hong Kong Kunlun Tech Holding Limited keep selling Opera (OPRA) shares?

Under the Stock Purchase Agreement, Hong Kong Kunlun Tech Holding Limited will continue selling Ordinary Shares to Opera on a pro rata basis. These sales correspond to Opera’s open‑market ADS repurchases to maintain Hong Kong Kunlun Tech Holding Limited’s ownership percentage.