uCloudlink (UCL) CSO Wen Gao details direct, indirect stakes and RSUs

Rhea-AI Filing Summary

uCloudlink Group Inc. chief strategy officer Wen Gao has filed an initial ownership report showing his holdings of Class A ordinary shares. The filing lists both direct positions and an indirect stake held through Talent Wits Limited, which is wholly owned by him. It also describes several blocks of remaining unvested restricted share units that are scheduled to vest between August 30, 2026 and May 31, 2030, each RSU converting into one Class A share upon vesting.

SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

Gao Wen

(Last) (First) (Middle)

UNIT 2214-RM1, 22/F, MIRA PLACE TOWER A

132 NATHAN ROAD, TSIM SHA TSUI, KOWLOON

(Street)

HONG KONG 000000

(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)

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

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 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)	1,142,600	D
Class A ordinary shares(1)	11,889,820	I	By Talent Wits Limited(2)
Class A ordinary shares(3)	105,600	D
Class A ordinary shares(4)	132,000	D
Class A ordinary shares(5)	150,000	D
Class A ordinary shares(6)	42,200	D
Class A ordinary shares(7)	300,000	D
Class A ordinary shares(8)	103,090	D

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 Exercisable	Expiration Date	Title	Amount or Number of Shares

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. Talent Wits Limited is wholly owned by Mr. Wen Gao.

3. 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. 52,800 RSUs will vest on each of August 30, 2026 and 2027.

4. 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. 44,000 RSUs will vest on each of May 31, 2026, 2027 and 2028.

5. 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. 60,000 RSUs will vest on May 31, 2026. 30,000 RSUs will vest on each of May 31, 2027, 2028 and 2029.

6. 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. 16,880 RSUs will vest on May 31, 2026. 8,440 RSUs will vest on each of May 31, 2027, 2028 and 2029.

7. 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. 150,000 RSUs will vest on May 31, 2026. 60,000 RSUs will vest on May 31, 2027. 30,000 RSUs will vest on each of May 31, 2028, 2029 and 2030.

8. 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. 51,540 RSUs will vest on May 31, 2026. 20,610 RSUs will vest on May 31, 2027. 10,300 RSUs will vest on each of May 31, 2028 and 2029. 10,340 RSUs will vest on May 31, 2030.

	/s/ Wen Gao	03/18/2026
	** 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 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)

FAQ

What does Wen Gao’s Form 3 for uCloudlink (UCL) disclose?

The Form 3 discloses Wen Gao’s initial beneficial ownership of uCloudlink Class A shares. It breaks out his direct and indirect holdings and lists multiple blocks of unvested restricted share units that can convert into Class A shares as they vest over future years.

How does Wen Gao hold indirect shares of uCloudlink (UCL)?

Wen Gao holds an indirect stake through Talent Wits Limited. The filing notes that Talent Wits Limited is wholly owned by him, so its Class A ordinary share position is attributed to his beneficial ownership alongside his directly held shares.

What voting rights are attached to uCloudlink (UCL) Class A and Class B shares?

Each Class A share carries one vote, while each Class B share carries 15 votes. Class B shares are convertible into Class A shares on a one-for-one basis at any time, but Class A shares cannot be converted into Class B shares under any circumstances.

What restricted share units (RSUs) are reported for Wen Gao at uCloudlink (UCL)?

The filing reports several grants of remaining unvested RSUs to Wen Gao. Each RSU represents a contingent right to receive one Class A share upon vesting under the company’s share incentive plans, with different grants vesting in specified annual installments between 2026 and 2030.

Over what period will Wen Gao’s RSUs at uCloudlink (UCL) vest?

Wen Gao’s remaining unvested RSUs are scheduled to vest from 2026 through 2030. Specific tranches vest on dates such as August 30 and May 31 in those years, gradually converting RSUs into Class A ordinary shares as vesting conditions are met.

Does Wen Gao’s Form 3 for uCloudlink (UCL) show any recent share purchases or sales?

No explicit purchases or sales are described; the entries are holdings. The transactions are characterized as holding records with unknown transaction codes, indicating this Form 3 serves as an initial statement of beneficial ownership rather than reporting new trading activity.