Emeren Group Ltd (SOL) director exits ADS holdings and options via merger terms

Rhea-AI Filing Summary

Emeren Group Ltd director reports share sale and option cancellation tied to merger. A director of Emeren Group Ltd (SOL) disposed of 2,000 American Depositary Shares on 12/12/2025 at a gross price of $2.00 per ADS, leaving no ADSs directly owned afterward. Each ADS represents ten ordinary shares of Emeren.

The filing explains that the ADSs were cashed out under a merger agreement among Emeren, Shurya Vitra Ltd. as parent, and Emeren Holdings Ltd. as merger subsidiary, with a $0.05 per ADS cancellation fee payable to the ADS depository under the deposit agreement. Vested stock options covering 6,666 and 3,334 ADSs were cancelled at the effective time of the merger in exchange for employee incentive awards to be provided by the surviving company under terms determined by the parent.

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

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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^*

IYER RAMNATH NARAYAN

(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		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)		2,000	D	$2(2)	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
Stock Option(3)	$4.55	12/12/2025		D(4)			6,666	12/01/2024	12/01/2028	American Depositary Shares	6,666	$0	0	D
Stock Option(3)	$4.55	12/12/2025		D(4)			3,334	12/01/2025	12/01/2028	American Depositary Shares	3,334	$0	0	D

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") (the "Merger Agreement") in exchange for 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.

3. Represents vested stock options to purchase American Depositary Shares ("ADSs") of the Issuer, each ADS representing ten ordinary shares of the Issuer.

4. Such options were cancelled at the effective time of the merger ("Merger") pursuant to the Merger Agreement in exchange for employee incentive awards by the surviving company of the Merger pursuant to terms and conditions to be determined by Parent.

	/s/ Ramnath Iyer	12/30/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Emeren Group Ltd (SOL) disclose in this Form 4?

A director of Emeren Group Ltd reported disposing of 2,000 American Depositary Shares (ADSs) on 12/12/2025, resulting in 0 ADSs beneficially owned directly after the transaction.

At what price were the Emeren Group Ltd (SOL) ADSs exchanged?

The 2,000 Emeren Group Ltd ADSs were disposed of under a merger agreement in exchange for gross consideration of $2.00 per ADS, reduced by a $0.05 per ADS cancellation fee payable to the ADS depository.

How many Emeren Group Ltd (SOL) options were affected and what happened to them?

Two vested stock option positions covering 6,666 ADSs and 3,334 ADSs were reported as disposed of on 12/12/2025. The options were cancelled at the effective time of the merger in exchange for employee incentive awards to be granted by the surviving company under terms to be determined by the parent.

What merger is referenced in the Emeren Group Ltd (SOL) insider filing?

The filing references a merger agreement among Emeren Group Ltd, Shurya Vitra Ltd. (Parent), and Emeren Holdings Ltd., a wholly owned subsidiary of the parent. At the effective time of this merger, the director’s ADSs and certain vested stock options were exchanged or cancelled as described.

How do Emeren Group Ltd (SOL) ADSs relate to its ordinary shares?

The filing states that each American Depositary Share (ADS) of Emeren Group Ltd represents ten ordinary shares of the issuer, both for held ADSs and for ADSs underlying the reported stock options.

What is the reporting person’s relationship to Emeren Group Ltd (SOL)?

The reporting person, Ramnath Iyer, is identified as a Director of Emeren Group Ltd and filed the form as a single reporting person.