Emeren Group Ltd (SOL) director and 10% owner swaps ADSs in merger

Rhea-AI Filing Summary

Emeren Group Ltd insider Himanshu Shah, a director and 10% owner, reported the disposal of all his American Depositary Shares (ADSs) on 12/12/2025. The filing shows 18,409,249 ADSs held through Shah Capital Opportunity Fund, 352,617 ADSs held through Shah Capital Management, and 56,370 ADSs held directly were all disposed of on that date.

The ADSs were given up under a merger agreement among Emeren Group, Shurya Vitra Ltd. (Parent), and Emeren Holdings Ltd. (Merger Sub), in exchange for an equal number of Parent shares. ADSs that were not rolled over into Parent shares received cash consideration of $2.00 per ADS, reduced by a $0.05 per ADS cancellation fee payable to the ADS depositary.

Insights

Equity ownership and M&A specialist

Insider’s entire ADS stake moves or cashes out as Emeren’s merger closes.

The disclosure shows Himanshu Shah, a director and 10% owner of Emeren Group Ltd, disposing of all reported American Depositary Shares on 12/12/2025. The positions included 18,409,249 ADSs via Shah Capital Opportunity Fund, 352,617 ADSs via Shah Capital Management, and 56,370 ADSs held directly, all coded as dispositions tied to a merger transaction.

The note explains these ADSs were exchanged under a merger agreement among Emeren, Shurya Vitra Ltd. as Parent, and Emeren Holdings Ltd. as Merger Sub, for a like number of Parent shares. ADSs not rolled over received $2.00 per ADS in gross cash, less a $0.05 per ADS cancellation fee to the depositary. This indicates Emeren’s equity has effectively been converted into Parent shares or cash for this insider, aligning with completion mechanics of the merger described.

SEC Form 4

FORM 4

UNITED 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^*

Shah Himanshu

(Last) (First) (Middle)

149 WATER STREET, SUITE 302

(Street)

NORWALK CT 06854

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Emeren Group Ltd [ SOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares(1)	12/12/2025		D(2)		18,409,249	D	(2)	0	I	By Shah Capital Opportunity Fund
American Depositary Shares(1)	12/12/2025		D(2)		352,617	D	$2(3)	0	I	By Shah Capital Management
American Depositary Shares(1)	12/12/2025		D(2)		56,370	D	$2(3)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. American Depositary Shares ("ADSs") each representing ten ordinary shares of the Issuer.

2. Disposed of pursuant to a merger agreement between the Issuer, Shurya Vitra Ltd. ("Parent"), and Emeren Holdings Ltd, a wholly owned subsidiary of Parent ("Merger Sub") in exchange for a like number of shares of Parent.

3. ADSs not rolled over into shares of Parent received gross consideration per ADS of $2.00, which was reduced by a $0.05 per ADS cancellation fee payable to the ADS depository pursuant to the terms of the deposit agreement.

	/s/ Himanshu Shah	12/30/2025
	** Signature of Reporting Person	Date
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.

FAQ

What insider transaction did Emeren Group Ltd (SOL) report on this Form 4?

The filing reports that Himanshu Shah, a director and 10% owner of Emeren Group Ltd, disposed of all his reported American Depositary Shares (ADSs) on 12/12/2025 in connection with a merger.

How many Emeren Group Ltd (SOL) ADSs were disposed of by Himanshu Shah and related entities?

The report lists dispositions of 18,409,249 ADSs held via Shah Capital Opportunity Fund, 352,617 ADSs via Shah Capital Management, and 56,370 ADSs held directly by Himanshu Shah.

Why were Emeren Group Ltd (SOL) ADSs disposed of in this insider filing?

The ADSs were disposed of pursuant to a merger agreement among Emeren Group Ltd, Shurya Vitra Ltd. (Parent), and Emeren Holdings Ltd (Merger Sub), and were exchanged for a like number of Parent shares.

What consideration did Emeren Group Ltd (SOL) ADS holders receive in the merger?

According to the disclosure, ADSs not rolled over into Parent shares received $2.00 per ADS in gross cash consideration, reduced by a $0.05 per ADS cancellation fee payable to the ADS depositary.

How many Emeren Group Ltd (SOL) ADSs did Himanshu Shah own after the reported transaction?

The table shows 0 ADSs beneficially owned following the transactions for each of the reported holdings, indicating no remaining reported ADS position.

What roles does the reporting person hold at Emeren Group Ltd (SOL)?

The report identifies the filer as a Director and 10% Owner of Emeren Group Ltd at the time of the transaction.