Tuya (NYSE: TUYA) director converts 237 Class B into Class A

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tuya Inc. director and president Chen Liaohan, through Unileo Limited, reported an internal reclassification between share classes. On April 24, 2026, Unileo Limited converted 237 Class B ordinary shares into 237 Class A ordinary shares on a one-for-one basis.

This followed the company’s cancellation of 5,400 repurchased Class A ordinary shares, which would otherwise have increased Chen’s weighted voting rights. After the restructuring, Unileo Limited held 26,810,663 Class B and 1,989,337 Class A shares indirectly for Chen.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Chen Liaohan

Role President

Type	Security	Shares	Price	Value
Other	Class A Common Stock	237	$0.00	--
Other	Class B Common Stock	237	$0.00	--

Holdings After Transaction: Class A Common Stock — 1,989,337 shares (Indirect, Held by Unileo Limited); Class B Common Stock — 26,810,663 shares (Indirect, Held by Unileo Limited)

Footnotes (1)

On April 24, 2026, the Company canceled 5,400 repurchased Class A ordinary shares. As this cancellation reduced the total number of shares in issue, absent any corresponding adjustment, the proportion of shares carrying weighted voting rights (WVR) would have increased. Accordingly, in compliance with Rule 8A.15 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Mr. Chen, as a WVR beneficiary, caused Unileo Limited to convert 237 Class B ordinary shares into Class A ordinary shares on a one-for-one basis, so as to reduce his weighted voting rights proportionately. Represent shares held through Unileo Limited, a limited liability company incorporated under the laws of BVI wholly owned by the reporting person.

Key Figures

Shares converted: 237 shares Shares canceled: 5,400 shares Post-transaction Class B holding: 26,810,663 shares +2 more

5 metrics

Shares converted 237 shares Class B ordinary shares converted into Class A on April 24, 2026

Shares canceled 5,400 shares Repurchased Class A ordinary shares canceled by the company

Post-transaction Class B holding 26,810,663 shares Class B ordinary shares held indirectly by Unileo Limited

Post-transaction Class A holding 1,989,337 shares Class A ordinary shares held indirectly by Unileo Limited

Restructuring shares total 474 shares Total shares involved in code J restructuring transactions

Key Terms

weighted voting rights, Class B ordinary shares, Class A ordinary shares, Rule 8A.15, +1 more

5 terms

weighted voting rights financial

"the proportion of shares carrying weighted voting rights (WVR) would have increased"

A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.

Class B ordinary shares financial

"convert 237 Class B ordinary shares into Class A ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"the Company canceled 5,400 repurchased Class A ordinary shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Rule 8A.15 regulatory

"in compliance with Rule 8A.15 of the Rules Governing the Listing"

restructuring financial

"restructuringCount: 2, restructuringShares: 474"

Restructuring is a deliberate rearrangement of a company’s operations, finances, or ownership—like reorganizing a cluttered house to run more efficiently—often involving cost cuts, asset sales, debt changes, or staff moves. Investors pay attention because restructuring can improve profitability and free up cash, but it can also signal distress, incur one-time costs, or dilute shareholder value; its success affects future earnings and stock performance.

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 06:16 AM

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^*

Chen Liaohan

(Last)

(First)

(Middle)

HUACE CENTER, BUILDING A,

10/F, XIHU DISTRICT

(Street)

HANGZHOU

CHINA

310000

(City)

(State)

(Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tuya Inc. [ TUYA ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/24/2026		J		237⁽¹⁾	A	$0	1,989,337	I	Held by Unileo Limited⁽²⁾
Class B Common Stock	04/24/2026		J		237⁽¹⁾	D	$0	26,810,663	I	Held by Unileo Limited⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On April 24, 2026, the Company canceled 5,400 repurchased Class A ordinary shares. As this cancellation reduced the total number of shares in issue, absent any corresponding adjustment, the proportion of shares carrying weighted voting rights (WVR) would have increased. Accordingly, in compliance with Rule 8A.15 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Mr. Chen, as a WVR beneficiary, caused Unileo Limited to convert 237 Class B ordinary shares into Class A ordinary shares on a one-for-one basis, so as to reduce his weighted voting rights proportionately.

2. Represent shares held through Unileo Limited, a limited liability company incorporated under the laws of BVI wholly owned by the reporting person.

	/s/ Chen Liaohan	04/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Tuya (TUYA) report for Chen Liaohan?

Tuya reported that Unileo Limited, indirectly owned by Chen Liaohan, converted 237 Class B ordinary shares into 237 Class A ordinary shares. The move was an internal reclassification, not an open-market buy or sell, related to maintaining weighted voting rights.

Why did Tuya (TUYA) convert 237 Class B shares into Class A shares?

The conversion was made after Tuya canceled 5,400 repurchased Class A ordinary shares, which would have raised Chen’s weighted voting rights. To keep his weighted voting rights proportionate, Unileo Limited converted 237 Class B shares into Class A under Hong Kong listing Rule 8A.15.

How many Tuya (TUYA) shares does Unileo Limited hold after the transaction?

Following the transaction, Unileo Limited held 26,810,663 Class B ordinary shares and 1,989,337 Class A ordinary shares for Chen Liaohan. These holdings are indirect, through a BVI company wholly owned by him, and reflect his position after the share-class conversion.

Was the Tuya (TUYA) Form 4 a buy or sell transaction?

The Form 4 did not report a traditional buy or sell. It recorded a code J "other" transaction, where 237 Class B ordinary shares were converted into Class A ordinary shares by Unileo Limited, as part of an internal restructuring to align weighted voting rights.

What triggered the weighted voting rights adjustment at Tuya (TUYA)?

The adjustment followed Tuya’s cancellation of 5,400 repurchased Class A ordinary shares. That cancellation reduced total shares outstanding and would have increased Chen’s weighted voting rights, so Unileo Limited converted 237 Class B shares into Class A to keep his WVR proportion steady.