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uCloudlink (UCL) CEO details options, RSUs and Class B stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

uCloudlink Group Inc. director and Chief Executive Officer Chen Chaohui discloses his equity holdings in the company. He reports direct holdings of Class A ordinary shares, American depositary shares and multiple share option awards. The options include rights to buy 285,000 Class A ordinary shares at an exercise price of $0.5000 per share expiring on April 27, 2027, and 237,500 underlying Class A ordinary shares at the same price expiring on April 27, 2028, with additional option grants expiring through 2031.

Chen is also shown as having indirect ownership of 61,346,560 Class B ordinary shares through MediaPlay Limited. Each Class A ordinary share carries one vote, while each Class B ordinary share carries 15 votes and is convertible into one Class A ordinary share. The filing further details remaining unvested restricted share units granted between 2022 and 2026 that will vest in tranches between 2026 and 2030, each RSU representing one Class A ordinary share upon vesting.

Positive

  • None.

Negative

  • None.
Insider Chen Chaohui
Role Chief Executive Officer
Type Security Shares Price Value
holding Share Option (right to buy) -- -- --
holding Share Option (right to buy) -- -- --
holding Share Option (right to buy) -- -- --
holding Share Option (right to buy) -- -- --
holding Share Option (right to buy) -- -- --
holding Class A ordinary shares -- -- --
holding Class B ordinary shares -- -- --
holding American depositary shares -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
Holdings After Transaction: Share Option (right to buy) — 285,000 shares (Direct); Class A ordinary shares — 2,994,710 shares (Direct); Class B ordinary shares — 61,346,560 shares (Indirect, By MediaPlay Limited); American depositary shares — 371,005 shares (Direct)
Footnotes (1)
  1. Each holder of Class A ordinary shares of uCloudlink Group Inc. (the "Company") is entitled to one vote per share and each holder of Class B ordinary shares of the Company is entitled to 15 votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. MediaPlay Limited is wholly owned by Brilliant Topaz Holding Limited. Brilliant Topaz Holding Limited is wholly owned by Chen Family Evergreen Trust, a trust established for the benefit of Mr. Chaohui Chen and his family. Mr. Chaohui Chen is the settlor and investment advisor of Chen Family Evergreen Trust, and has the power to direct the disposition and voting of the shares of the Issuer held by Chen Family Evergreen Trust. Each American depositary share ("ADS") of the Company represents 10 Class A ordinary shares. This represents the remaining unvested restricted share units ("RSUs") granted to the reporting person on August 30, 2022 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 120,000 RSUs will vest on each of August 30, 2026 and 2027. This represents the remaining unvested RSUs granted to the reporting person on January 1, 2023 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 21,560 RSUs will vest on January 31, 2027. This represents the remaining unvested RSUs granted to the reporting person on May 31, 2023 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 100,000 RSUs will vest on each of May 31, 2026, 2027 and 2028. This represents the remaining unvested RSUs granted to the reporting person on May 31, 2024 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 200,000 RSUs will vest on May 31, 2026. 100,000 RSUs will vest on each of May 31, 2027, 2028 and 2029. This represents the remaining unvested RSUs granted to the reporting person on January 31, 2025 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 56,260 RSUs will vest on May 31, 2026. 28,120 RSUs will vest on each of May 31, 2027 and 2028. 28,180 RSUs will vest on May 31, 2029. This represents the remaining unvested RSUs granted to the reporting person on May 31, 2025 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 500,000 RSUs will vest on May 31, 2026. 200,000 RSUs will vest on May 31, 2027. 100,000 RSUs will vest on each of May 31, 2028, 2029 and 2030. This represents the remaining unvested RSUs granted to the reporting person on January 31, 2026 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 171,820 RSUs will vest on May 31, 2026. 68,720 RSUs will vest on May 31, 2027. 34,360 RSUs will vest on each of May 31, 2028 and 2029. 34,380 RSUs will vest on May 31, 2030. The share option has fully vested and is exercisable as of the date of this form.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Chen Chaohui

(Last)(First)(Middle)
UNIT 2214-RM1, 22/F, MIRA PLACE TOWER A
132 NATHAN ROAD, TSIM SHA TSUI, KOWLOON

(Street)
HONG KONG000000

(City)(State)(Zip)

HONG KONG

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
uCloudlink Group Inc. [ UCL ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares(1)2,994,710D
Class B ordinary shares(1)61,346,560IBy MediaPlay Limited(2)
American depositary shares(3)371,005D
Class A ordinary shares(4)240,000D
Class A ordinary shares(5)21,560D
Class A ordinary shares(6)300,000D
Class A ordinary shares(7)500,000D
Class A ordinary shares(8)140,680D
Class A ordinary shares(9)1,000,000D
Class A ordinary shares(10)343,640D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Option (right to buy) (11)04/27/2027Class A ordinary share285,000$0.5D
Share Option (right to buy) (11)04/27/2028Class A ordinary share237,500$0.5D
Share Option (right to buy) (11)04/27/2029Class A ordinary share237,500$0.5D
Share Option (right to buy) (11)04/27/2030Class A ordinary share142,500$0.5D
Share Option (right to buy) (11)04/27/2031Class A ordinary share47,500$0.5D
Explanation of Responses:
1. Each holder of Class A ordinary shares of uCloudlink Group Inc. (the "Company") is entitled to one vote per share and each holder of Class B ordinary shares of the Company is entitled to 15 votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
2. MediaPlay Limited is wholly owned by Brilliant Topaz Holding Limited. Brilliant Topaz Holding Limited is wholly owned by Chen Family Evergreen Trust, a trust established for the benefit of Mr. Chaohui Chen and his family. Mr. Chaohui Chen is the settlor and investment advisor of Chen Family Evergreen Trust, and has the power to direct the disposition and voting of the shares of the Issuer held by Chen Family Evergreen Trust.
3. Each American depositary share ("ADS") of the Company represents 10 Class A ordinary shares.
4. This represents the remaining unvested restricted share units ("RSUs") granted to the reporting person on August 30, 2022 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 120,000 RSUs will vest on each of August 30, 2026 and 2027.
5. This represents the remaining unvested RSUs granted to the reporting person on January 1, 2023 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 21,560 RSUs will vest on January 31, 2027.
6. This represents the remaining unvested RSUs granted to the reporting person on May 31, 2023 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 100,000 RSUs will vest on each of May 31, 2026, 2027 and 2028.
7. This represents the remaining unvested RSUs granted to the reporting person on May 31, 2024 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 200,000 RSUs will vest on May 31, 2026. 100,000 RSUs will vest on each of May 31, 2027, 2028 and 2029.
8. This represents the remaining unvested RSUs granted to the reporting person on January 31, 2025 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 56,260 RSUs will vest on May 31, 2026. 28,120 RSUs will vest on each of May 31, 2027 and 2028. 28,180 RSUs will vest on May 31, 2029.
9. This represents the remaining unvested RSUs granted to the reporting person on May 31, 2025 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 500,000 RSUs will vest on May 31, 2026. 200,000 RSUs will vest on May 31, 2027. 100,000 RSUs will vest on each of May 31, 2028, 2029 and 2030.
10. This represents the remaining unvested RSUs granted to the reporting person on January 31, 2026 pursuant to the Company's share incentive plans. Each RSU represents a contingent right to receive one Class A common share upon vesting. 171,820 RSUs will vest on May 31, 2026. 68,720 RSUs will vest on May 31, 2027. 34,360 RSUs will vest on each of May 31, 2028 and 2029. 34,380 RSUs will vest on May 31, 2030.
11. The share option has fully vested and is exercisable as of the date of this form.
/s/ Chaohui Chen03/18/2026
** 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 5 (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 3: SEC 1473 (03-26)

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