Tuya Inc. (NYSE: TUYA) files 6-K on Hong Kong share and buyback changes

Rhea-AI Filing Summary

Tuya Inc. filed a Form 6-K as a foreign private issuer, noting that it submits annual reports on Form 20-F. The company reported that it had provided the Hong Kong Stock Exchange with a monthly return dated February 5, 2026 covering movements in its authorized share capital and issued shares during January 2026.

Tuya also submitted a next day disclosure return dated January 29, 2026 regarding changes in its issued share capital and/or share buybacks. These Hong Kong disclosure forms are attached as exhibits to the Form 6-K for further detail.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-40210

Tuya Inc.

10/F, Building A, Huace Center 

Xihu District, Hangzhou City 

Zhejiang, 310012 

People’s Republic of China 

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   ⌧               Form 40-F   o

EXPLANATORY NOTE

We submitted a monthly return form dated February 5, 2026 in relation to the movements in our authorized share capital and issued shares in January 2026 to The Stock Exchange of Hong Kong Limited. In addition, we submitted a next day disclosure return form dated January 29, 2026 to The Stock Exchange of Hong Kong Limited in relation to the changes in our issued share capital and/or share buybacks. For details, please refer to the exhibits to this current report on Form 6-K.

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Monthly Return for Equity Issuer on Movements in Securities
99.2		Next Day Disclosure Return dated January 29, 2026

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Tuya Inc.
	By	:	/s/ Yi (Alex) Yang
	Name	:	Yi (Alex) Yang
	Title	:	Chief Financial Officer

Date: February 5, 2026

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Exhibit 99.1

 

FF301 Page 1 of 10 v 1.2.0 Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 31 January 2026 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: Tuya Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) Date Submitted: 05 February 2026 I. Movements in Authorised / Registered Share Capital 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02391 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 800,000,000 USD 0.00005 USD 40,000 Increase / decrease (-) USD Balance at close of the month 800,000,000 USD 0.00005 USD 40,000 2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No Stock code (if listed) 02391 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 200,000,000 USD 0.00005 USD 10,000 Increase / decrease (-) USD Balance at close of the month 200,000,000 USD 0.00005 USD 10,000 Total authorised/registered share capital at the end of the month: USD 50,000

FF301 Page 2 of 10 v 1.2.0 II. Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02391 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 541,364,923 0 541,364,923 Increase / decrease (-) 1,102,475 Balance at close of the month 542,467,398 0 542,467,398 Public float sufficiency confirmation (Note 4) Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1) / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the month: ✔ the applicable public float requirement (see below) has been complied with the applicable public float requirement (see below) has not been complied with The applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B / GEM Rule 17.37B or 25.21B (as the case may be) is: Applicable public float threshold Initial Prescribed Threshold - 25% of the total number of issued shares in the class to which the listed shares belong (excluding treasury shares) Additional information 2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No Stock code (if listed) 02391 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 70,163,253 0 70,163,253 Increase / decrease (-) Balance at close of the month 70,163,253 0 70,163,253 Remarks: Opening and closing balances of Class A ordinary shares shown above include 259,961 and 259,961 Class A ordinary shares which are already issued and registered in the name of our depositary bank which are used to satisfy any future exercise or vesting of awards granted under the 2015 Equity Incentive Plan and 2024 Share Scheme, respectively.

FF301 Page 3 of 10 v 1.2.0 III. Details of Movements in Issued Shares and/or Treasury Shares (A). Share Options (under Share Option Schemes of the Issuer) 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02391 Description Particulars of share option scheme Number of share options outstanding at close of preceding month Movement during the month Number of share options outstanding at close of the month Number of new shares issued during the month pursuant thereto (A1) Number of treasury shares transferred out of treasury during the month pursuant thereto (A2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month 1). 2015 Equity Incentive Plan (adopted in December 2014 and amended in June 2022, as amended from time to time) 3,270,285 Others -77,600 3,192,685 3,192,685 0 General Meeting approval date (if applicable) 2). 2024 Share Scheme (adopted in June 2024, as amended from time to time) 0 0 57,080,259 General Meeting approval date (if applicable) 20 June 2024 Increase in issued shares (excluding treasury shares): WVR ordinary shares A (AA1) Decrease in treasury shares: WVR ordinary shares A (AA2) Total funds raised during the month from exercise of options: USD 3.9 Remarks: 1) Others: -77,600 refers to 77,600 options being exercised. The exercise of 77,600 options was settled using the Class A ordinary shares already issued and registered in the name of our depositary bank which are used to satisfy any future exercise or vesting of awards granted under the 2015 Equity Incentive Plan. 2) The total number of shares which may be issued or transferred out of treasury pursuant to exercise of all options to be granted, and vesting of all restricted share units or awards to be granted under the 2024 Share Scheme as at the close of the month is 57,080,259.

FF301 Page 4 of 10 v 1.2.0 (B). Warrants to Issue Shares of the Issuer Not applicable

FF301 Page 5 of 10 v 1.2.0 (C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable

FF301 Page 6 of 10 v 1.2.0 (D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02391 Description Description of other agreements or arrangements General Meeting approval date (if applicable) Number of new shares issued during the month pursuant thereto (D1) Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month 1). 2015 Equity Incentive Plan - Restricted Share Units (adopted in December 2014 and amended in June 2022, as amended from time to time) 1,102,475 1,646,500 2). 2015 Equity Incentive Plan - Restricted Shares (adopted in December 2014 and amended in June 2022, as amended from time to time) 0 0 0 3). 2024 Share Scheme - Restricted Share Units (adopted in June 2024, as amended from time to time) 20 June 2024 0 339,000 Increase in issued shares (excluding treasury shares): 1,102,475 WVR ordinary shares A (DD1) Decrease in treasury shares: 0 WVR ordinary shares A (DD2) Remarks: As of January 31, 2026, the restricted share units which entitle the holders to 1,646,500 Class A ordinary shares of the issuer upon vesting, have been granted under the 2015 Equity Incentive Plan. No restricted share units were granted under the 2015 Equity Incentive Plan during the month. 1,024,875 restricted share units under the 2015 Equity Incentive Plan were vested during the month, among which no restricted share units under the 2015 Equity Incentive Plan were settled using the Class A ordinary shares already issued and registered in the name of depositary bank. 47,500 restricted share units granted under the 2015 Equity Incentive Plan were lapsed during the month. As of January 31, 2026, the restricted share units which entitle the holders to 339,000 Class A ordinary shares of the issuer upon vesting, have been granted under the 2024 Share Scheme. No restricted share units were granted under the 2024 Share Scheme during the month. No restricted share units under the 2024 Share Scheme were vested during the month. No restricted share units granted under the 2024 Share Scheme were lapsed during the month.

FF301 Page 7 of 10 v 1.2.0 (E). Other Movements in Issued Shares and/or Treasury Shares 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02391 Description Events At price (if applicable) Currency Amount Date of event (Note 2) General Meeting approval date (if applicable) Increase/ decrease (-) in issued shares (excluding treasury shares) during the month pursuant thereto (E1) Increase/ decrease (-) in treasury shares during the month pursuant thereto (E2) Number of shares redeemed or repurchased for cancellation but not yet cancelled as at close of the month (Note 3) 1). Repurchase of shares (shares repurchased for cancellation but not yet cancelled) 19 June 2025 -5,400 Increase/ decrease (-) in issued shares (excluding treasury shares): WVR ordinary shares A (EE1) Increase/ decrease (-) in treasury shares: WVR ordinary shares A (EE2) Remarks: Repurchase of a total of 5,400 Class A ordinary shares were made on December 30 and 31, 2025 on Stock Exchange, but such shares had not yet been cancelled as at January 31, 2026. Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 1,102,475 WVR ordinary shares A Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares A

FF301 Page 8 of 10 v 1.2.0 IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

FF301 Page 9 of 10 v 1.2.0 V. Confirmations Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 5) (i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 6); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Submitted by: Wang Xuechen Title: Capital Market Senior Manager (Director, Secretary or other Duly Authorised Officer)

FF301 Page 10 of 10 v 1.2.0 Notes 1. The Exchange refers to The Stock Exchange of Hong Kong Limited. 2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date". In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury". 3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number. 4. "Initial Prescribed Threshold”, "Alternative Threshold” and "market value" have the meanings ascribed thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or 25.21A. See also Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of the public float disclosure. 5. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return. 6. “Identical” means in this context: ． the securities are of the same nominal value with the same amount called up or paid up; ． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

FAQ

What does Tuya Inc. (TUYA) report in this February 2026 Form 6-K?

Tuya Inc. reports that it filed Hong Kong Stock Exchange disclosure forms on share capital movements and potential share buybacks for January 2026. The Form 6-K primarily serves to furnish these documents as exhibits for U.S. investors under the Securities Exchange Act of 1934.

Which Hong Kong Stock Exchange forms are attached to Tuya Inc. (TUYA) Form 6-K?

The Form 6-K attaches a Monthly Return for Equity Issuer on Movements in Securities and a Next Day Disclosure Return dated January 29, 2026. These exhibits provide details on Tuya’s authorized share capital, issued shares, and any related share buyback activity in January 2026.

What period of share capital changes does Tuya Inc. (TUYA) disclose in this filing?

Tuya discloses movements in its authorized share capital and issued shares for January 2026 through a monthly return dated February 5, 2026. It also reports changes in issued share capital and/or share buybacks via a next day disclosure return dated January 29, 2026 attached as an exhibit.

Does Tuya Inc. (TUYA) file its annual reports on Form 20-F or Form 40-F?

Tuya Inc. indicates that it files its annual reports under cover of Form 20-F, not Form 40-F. This confirms its status as a foreign private issuer using the standard SEC annual reporting framework commonly applied to non-Canadian foreign companies listed in the United States.

Who signed Tuya Inc. (TUYA) February 2026 Form 6-K and in what capacity?

The Form 6-K was signed on behalf of Tuya Inc. by Yi (Alex) Yang. He signs in his role as Chief Financial Officer, indicating that he is the duly authorized officer responsible for submitting this report under the requirements of the Securities Exchange Act of 1934.