Sea Ltd (SE) Form 144: 150,000 ADS Planned Sale ($29.4M)

Rhea-AI Filing Summary

Form 144 notice for Sea Ltd (SE) reports a proposed sale of 150,000 ADS through J.P. Morgan Securities with an aggregate market value of $29,407,500, scheduled approximately for 09/15/2025 on the NYSE. The ADS were acquired on 03/27/2025 by exercise of share options under the issuer's ESOP and were paid as compensation for services. The filing also lists numerous ADS sales by Sea of Stars Ltd between 06/27/2025 and 09/12/2025, showing ongoing disposition activity. Total shares outstanding are reported as 543,584,213, placing the proposed sale at a small fraction of outstanding ADS.

Positive

• Acquisition disclosed as ESOP exercise, clarifying the basis of the ADS (compensation for services)
• Use of prominent broker (J.P. Morgan Securities) for the planned sale, indicating an orderly execution channel
• Complete Rule 144 disclosure including acquisition dates and past three months' sales demonstrates regulatory compliance

Negative

• Extensive prior dispositions by Sea of Stars Ltd from 06/27/2025 to 09/12/2025 show sustained selling activity that may be noteworthy to investors

Insights

Securities Analyst

TL;DR: Insider exercise and scheduled sale; transaction size is small versus float but follows substantial prior dispositions.

The filing documents an option exercise on 03/27/2025 and a planned sale of 150,000 ADS on 09/15/2025 via J.P. Morgan. At an aggregate market value of $29.4M, the lot represents a small percentage of the 543.6M shares outstanding, limiting market impact. However, the extensive list of prior sales by Sea of Stars Ltd from June to September 2025 indicates continued selling activity by a related holder that investors may note. Disclosure is standard for Rule 144 notices and specifies compensation as the acquisition basis.

Corporate Governance Expert

TL;DR: Filing shows compensation-related share issuance and transparent planned disposition; repeated third‑party sales may raise governance questions.

The ADS were acquired through exercise of ESOP options and designated as compensation, which is customary. The filer engaged a major broker, suggesting an orderly transaction. The record of frequent sales by Sea of Stars Ltd over a multi-month span could reflect planned liquidity by an affiliated owner; while not proof of governance issues, it is material to stakeholder oversight and merits monitoring in subsequent disclosures.

FAQ

What does Sea Ltd's (SE) Form 144 report?

The filing reports a proposed sale of 150,000 ADS via J.P. Morgan on 09/15/2025 with aggregate market value $29,407,500.

How were the ADS acquired that are being sold under the Form 144?

The ADS were acquired on 03/27/2025 through exercise of share options under the issuer's ESOP and were issued as compensation for services.

Who previously sold ADS for the account listed in the filing?

The filing lists multiple ADS sales by Sea of Stars Ltd between 06/27/2025 and 09/12/2025 in the past three months.

What exchange will the planned sale be executed on for SE ADS?

The planned sale is reported to be executed on the NYSE.

How does the proposed sale compare to total shares outstanding?

Total shares outstanding are reported as 543,584,213, making the 150,000 ADS sale a small fraction of the outstanding ADS.

Was the sale arranged through a broker?

Yes. The broker listed is J.P. Morgan Securities LLC at its New York address.

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Accepted by SEC EDGAR 09/15/2025 - 05:10 PM Learn about SEC filing dates

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 Ltd
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
ADS	J.P. Morgan Securities LLC 390 Madison Avenue, 6th Floor New York NY 10017	150000	29407500	543584213	09/15/2025	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 *
ADS	03/27/2025	Exercise of share options under Issuers ESOP	Issuer			150000	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	06/27/2025	4000	632008.58
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	06/30/2025	4000	637130.74
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/01/2025	4000	622564.39
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/02/2025	4000	599981.54
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/02/2025	4000	599981.54
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/03/2025	4000	597689.22
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/07/2025	4000	602032.78
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/08/2025	4000	603464.54
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/09/2025	4000	605039.8
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/10/2025	4000	602203.74
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/11/2025	2000	295981.25
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/14/2025	4000	602613.43
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/15/2025	4000	619034
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/16/2025	4000	638541.11
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/17/2025	4000	649727.74
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/18/2025	4000	672181.54
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/21/2025	4000	628028.15
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/22/2025	4000	617964.8
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/23/2025	4000	627226.15
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/24/2025	4000	631738
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/25/2025	4000	624157.4
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/28/2025	4000	636945.27
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/29/2025	4000	641140.47
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	07/30/2025	3000	478012.58
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/01/2025	2000	306176.95
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/04/2025	2000	310623.5
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/05/2025	2000	309120
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/06/2025	2000	304371.89
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/07/2025	2000	300000
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/08/2025	2000	300030.68
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/11/2025	2000	300131.63
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/12/2025	2000	333286
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/13/2025	7000	1250876.31
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/14/2025	1000	173989.54
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/19/2025	5000	900000
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/21/2025	5000	901047.06
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/22/2025	5000	900302
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/25/2025	5000	930273.72
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/26/2025	5000	933541.22
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/27/2025	5000	939245.92
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/28/2025	5000	917805.03
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	08/29/2025	5000	932194.58
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	09/02/2025	5000	907712.43
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	09/03/2025	5000	900284.66
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	09/04/2025	5000	913179.5
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	09/05/2025	5000	959210.29
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	09/08/2025	5000	967636.03
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	09/09/2025	5000	946029.74
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	09/10/2025	5000	959751.27
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	09/11/2025	5000	984726.88
Sea of Stars Ltd Trident Chambers, PO Box 146, Road Town Tortola British Virgin Islands D8 VG1110	ADS	09/12/2025	5000	982399.27

144: Remarks and Signature

Remarks
Date of Notice	09/15/2025
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 Ltd
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)