Sea Limited affiliate to sell 200k ADRs under 10b5-1 plan

Rhea-AI Filing Summary

Form 144 Overview – On 06/27/2025 Sea of Stars Limited, an affiliate of Sea Limited (NYSE: SE), filed a Form 144 indicating its intent to sell 200,000 American Depositary Receipts (ADRs) of Sea Limited through J.P. Morgan Securities LLC.

Key transactional details

• Security class: ADR
• Proposed sale date: 06/27/2025
• Broker: J.P. Morgan Securities LLC, 390 Madison Ave., New York, NY 10017
• Shares to be sold: 200,000 ADRs
• Aggregate market value: US $31.44 million
• Outstanding shares: 543,584,213 ADRs
• Percentage of O/S: ~0.04%
• Acquisition method: Exercise of share options under Sea Limited’s employee share-option plan (ESOP) on 03/27/2025
• Rule 10b5-1 plan adoption date: 03/29/2025

The filing confirms that the seller does not possess undisclosed material adverse information about Sea Limited at the time of filing, as required by the SEC’s representations section.

Materiality Assessment – While the US$31.44 million transaction is sizeable in absolute terms, the stake represents a small fraction of total shares outstanding and does not create dilution because the shares are already issued. Nevertheless, affiliate sales often draw investor attention given potential signalling effects regarding insider sentiment.

Positive

• None.

Negative

• Affiliate intends to sell US$31.44 million worth of shares, which some investors may interpret as a bearish insider signal despite the small relative size.

Insights

Financial Analyst

TL;DR: Affiliate plans to sell 200k SE ADRs (~0.04% O/S) worth US$31.4 m; modest size, could still be read as insider-sale signal.

The Form 144 discloses an upcoming disposition by Sea of Stars Ltd., an affiliate. The proposed sale equals roughly 0.04 % of Sea Limited’s 543.6 million outstanding ADRs and is valued at US$31.4 million, implying a reference price of about US$157.20 per ADR. Because shares were acquired via option exercise on 03/27/2025, the filing suggests these options are now in-the-money. The sale is scheduled under a Rule 10b5-1 plan adopted on 03/29/2025, which typically reduces concerns about opportunistic timing. From a market-impact standpoint, the volume is unlikely to pressure liquidity on the NYSE, but investors often scrutinise any affiliate sale for sentiment clues. The absence of past-three-month sales indicates this is the affiliate’s first reported sale in the period, further limiting immediate supply overhang.

Risk & Governance Specialist

TL;DR: Rule 144 notice shows compliant, pre-planned insider sale; low ownership impact, limited governance risk.

The filing satisfies procedural safeguards: disclosure is within SEC timelines, representations of no undisclosed adverse information are included, and a Rule 10b5-1 plan is on file. Because proceeds stem from option-based compensation, the transaction aligns with common executive-monetisation practices. Governance risk appears contained—no simultaneous large-scale selling, no aggregation with other insiders, and the plan adoption precedes the sale by 90 days. Nonetheless, the transaction can attract scrutiny if coinciding with major corporate events, so monitoring subsequent filings is prudent.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001965725
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Sea Limited
SEC File Number	001-38237
Address of Issuer	1 Fusionopolis Place, #17-10 Galaxis SINGAPORE 138522
Phone	65-6270-8100
Name of Person for Whose Account the Securities are To Be Sold	Sea of Stars Limited
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Affiliate

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADR	J.P. Morgan Securities LLC 390 Madison Avenue, 6th Floor New York NY 10017	200000	31440000	543584213	06/27/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ADR	03/27/2025	Exercise of share options under Issuers ESOP	Issuer			200000	03/27/2025	Compensation for Services Provided

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	06/27/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	03/29/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ J.P. Morgan Securities LLC as agent and attorney-in-fact for Sea of Stars Limited
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Sea Limited (SE) shares are being sold under this Form 144?

The notice covers 200,000 ADRs.

What is the total market value of the proposed SE share sale?

The aggregate market value is approximately US$31.44 million.

What percentage of Sea Limited’s outstanding shares does the sale represent?

Roughly 0.04% of the 543.6 million ADRs outstanding.

When was the Rule 10b5-1 trading plan for this sale adopted?

The plan was adopted on 03/29/2025.

How were the shares being sold originally acquired?

They were obtained via exercise of share options under Sea Limited’s ESOP on 03/27/2025.