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Sea Ltd (SE) CEO Li Xiaodong sells 1.06M shares under Rule 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Sea Ltd Chairman and CEO Li Xiaodong reported indirect open-market sales of 1,057,650 Class A ordinary shares of Sea Ltd (SE) on August 11, 2026 through a BVI entity he controls. The shares were sold under a Rule 10b5-1 trading plan adopted on September 10, 2025, at weighted-average prices ranging from $125.02 to $131.86. Li also reports 1,021,462 Class A ordinary shares held directly after these transactions. The report covers only securities in which he has a pecuniary interest.

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Insider Li Xiaodong
Role Chairman and CEO
Sold 1,057,650 shs ($137.29M)
Type Security Shares Price Value
Sale Class A ordinary shares F1, F2 11,136 $125.53 $1.40M
Sale Class A ordinary shares F1, F3 51,166 $126.54 $6.47M
Sale Class A ordinary shares F1, F4 105,476 $127.59 $13.46M
Sale Class A ordinary shares F1, F5 170,922 $128.51 $21.97M
Sale Class A ordinary shares F1, F6 89,543 $129.49 $11.59M
Sale Class A ordinary shares F1, F7 374,548 $130.67 $48.94M
Sale Class A ordinary shares F1, F8 254,859 $131.27 $33.46M
holding Class A ordinary shares -- -- --
Holdings After Transaction: Class A ordinary shares — 288,450 shares (Indirect, By BVI entity); Class A ordinary shares — 1,021,462 shares (Direct)
Footnotes (8)
  1. F1. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by a BVI entity controlled by the Reporting Person on September 10, 2025.
  2. F2. Represents the weighted average price of shares sold at prices that ranged from $125.02 to $126.01. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
  3. F3. Represents the weighted average price of shares sold at prices that ranged from $126.02 to $127.01.
  4. F4. Represents the weighted average price of shares sold at prices that ranged from $127.02 to $128.01.
  5. F5. Represents the weighted average price of shares sold at prices that ranged from $128.02 to $129.01.
  6. F6. Represents the weighted average price of shares sold at prices that ranged from $129.02 to $130.01.
  7. F7. Represents the weighted average price of shares sold at prices that ranged from $130.02 to $131.018.
  8. F8. Represents the weighted average price of shares sold at prices that ranged from $131.02 to $131.86.
Shares sold 1,057,650 Class A ordinary shares Total indirect shares sold on August 11, 2026 via BVI entity
Sale price range $125.02 to $131.86 per share Weighted-average price ranges across reported sale tranches
Sample tranche 374,548 shares at $130.67 per share One reported block of indirect sales on August 11, 2026
Direct holdings after transactions 1,021,462 Class A ordinary shares Directly held by Li Xiaodong following the reported trades
10b5-1 plan adoption date September 10, 2025 Adoption date of trading plan used for these sales
Number of sale transactions 7 transactions Non-derivative open-market or private sale entries reported
Rule 10b5-1 trading plan regulatory
"The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by a BVI entity"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"Represents the weighted average price of shares sold at prices that ranged from"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
pecuniary interest financial
"shares over which the Reporting Person has no pecuniary interest but has voting power"
indirect ownership financial
"direct_or_indirect": "I", "nature_of_ownership": "By BVI entity""
beneficially own regulatory
"securities that the Reporting Person may be deemed to beneficially own in accordance"
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.

FAQ

What did Sea Ltd (SE) Chairman and CEO Li Xiaodong report in this Form 4?
Li Xiaodong reported indirect sales of 1,057,650 Class A ordinary shares of Sea Ltd on August 11, 2026, executed through a BVI entity he controls, under a pre-established Rule 10b5-1 trading plan adopted on September 10, 2025.

At what prices were the Sea Ltd (SE) shares sold in Li Xiaodong’s August 11, 2026 transactions?
The reported sales were executed at weighted-average prices with per-share amounts ranging from $125.02 to $131.86. Each line item shows a specific weighted-average price, and footnotes explain the detailed price ranges for the sold shares.

How many Sea Ltd (SE) shares did Li Xiaodong hold directly after the reported transactions?
After the reported sales, Li Xiaodong is shown as directly holding 1,021,462 Class A ordinary shares of Sea Ltd. These direct holdings are reported separately from the shares held indirectly through the BVI entity involved in the sales.

Were Li Xiaodong’s Sea Ltd (SE) share sales made under a Rule 10b5-1 plan?
Yes. A footnote states the shares were sold pursuant to a Rule 10b5-1 trading plan adopted by a BVI entity controlled by Li Xiaodong on September 10, 2025, indicating the trades were pre-arranged under that plan.

Were the Sea Ltd (SE) shares sold by Li Xiaodong held directly or indirectly?
The 1,057,650 shares sold on August 11, 2026 were held indirectly "By BVI entity" controlled by Li Xiaodong. The filing distinguishes these from his direct holdings of 1,021,462 Class A ordinary shares after the transactions.

Does this Sea Ltd (SE) Form 4 include all shares over which Li Xiaodong has voting power?
No. The report states it includes only securities he may be deemed to beneficially own with pecuniary interest. It excludes Class A shares where he has voting power via irrevocable proxies but no pecuniary interest.

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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).
X
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*
Li Xiaodong
(Last)(First)(Middle)
C/O 1 FUSIONOPOLIS PLACE,
#17-10, GALAXIS
(Street)
SINGAPORE138522
(City)(State)(Zip)
SINGAPORE
(Country)		2. Issuer Name and Ticker or Trading Symbol
Sea Ltd [ SE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026		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
Class A ordinary shares08/11/2026S11,136(1)D$125.53(2)1,334,964IBy BVI entity
Class A ordinary shares08/11/2026S51,166(1)D$126.54(3)1,283,798IBy BVI entity
Class A ordinary shares08/11/2026S105,476(1)D$127.59(4)1,178,322IBy BVI entity
Class A ordinary shares08/11/2026S170,922(1)D$128.51(5)1,007,400IBy BVI entity
Class A ordinary shares08/11/2026S89,543(1)D$129.49(6)917,857IBy BVI entity
Class A ordinary shares08/11/2026S374,548(1)D$130.67(7)543,309IBy BVI entity
Class A ordinary shares08/11/2026S254,859(1)D$131.27(8)288,450IBy BVI entity
Class A ordinary shares1,021,462D
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. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by a BVI entity controlled by the Reporting Person on September 10, 2025.
2. Represents the weighted average price of shares sold at prices that ranged from $125.02 to $126.01. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
3. Represents the weighted average price of shares sold at prices that ranged from $126.02 to $127.01.
4. Represents the weighted average price of shares sold at prices that ranged from $127.02 to $128.01.
5. Represents the weighted average price of shares sold at prices that ranged from $128.02 to $129.01.
6. Represents the weighted average price of shares sold at prices that ranged from $129.02 to $130.01.
7. Represents the weighted average price of shares sold at prices that ranged from $130.02 to $131.018.
8. Represents the weighted average price of shares sold at prices that ranged from $131.02 to $131.86.
Remarks:
This Report includes only the securities that the Reporting Person may be deemed to beneficially own in accordance with Rule 16a-1. This report does not include Class A ordinary shares over which the Reporting Person has no pecuniary interest but has voting power due to irrevocable voting proxies from the respective owners of such shares (including certain directors and employees of the Issuer, certain affiliates of employees of the Issuer, and Garena ESOP Program (PTC) Limited).
/s/ Mark Tang, attorney-in-fact for Xiaodong Li08/13/2026
** 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