Was Liu Chun’s Vipshop (VIPS) share sale a routine tax sell-to-cover transaction?

Yes. A footnote explains the 145-share sale was a “sell-to-cover” transaction. The shares were sold specifically to cover tax withholding obligations associated with the vesting and settlement of restricted shares, rather than a discretionary portfolio sale.

Tax sell-to-cover by Vipshop (NYSE: VIPS) director Liu Chun

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Vipshop Holdings Ltd director Liu Chun executed a small tax-related sale of 145 Class A ordinary shares. On the transaction date, the shares were sold at an average price of $77.884 per share in a “sell-to-cover” transaction to satisfy tax withholding obligations from vesting restricted shares.

Following the sale, Liu Chun held 6,293 Class A ordinary shares directly and 10,113 Class A ordinary shares indirectly through Big dream investments Limited, a controlled corporation.

Insider Trade Summary

Net Seller: 145 shares ($11,293)

Net Sell 2 txns

Insider Liu Chun

Role Director

Sold 145 shs ($11K)

Type	Security	Shares	Price	Value
Sale	Class A ordinary shares	145	$77.884	$11K
holding	Class A ordinary shares	--	--	--

Holdings After Transaction: Class A ordinary shares — 6,293 shares (Direct); Class A ordinary shares — 10,113 shares (Indirect, By Big dream investments Limited, a controlled corporation of the reporting person.)

Footnotes (1)

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Key Figures

Shares sold: 145 shares Sale price: $77.884 per share Direct holdings after sale: 6,293 shares +1 more

4 metrics

Shares sold 145 shares Sell-to-cover sale of Class A ordinary shares

Sale price $77.884 per share Average price for 145 Class A ordinary shares sold

Direct holdings after sale 6,293 shares Class A ordinary shares held directly by Liu Chun after transaction

Indirect holdings 10,113 shares Class A ordinary shares held via Big dream investments Limited

Key Terms

sell-to-cover, restricted shares, controlled corporation

3 terms

sell-to-cover financial

"The shares were sold in a "sell-to-cover" transaction to cover tax withholding obligations"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

restricted shares financial

"tax withholding obligations in connection with the vesting and settlement of restricted shares"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

controlled corporation financial

"By Big dream investments Limited, a controlled corporation of the reporting person."

Form 4 Insider Transactions: What Each Field Means →

04/13/2026 - 07:03 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^*

Liu Chun

(Last)

(First)

(Middle)

TOWER B, POSCO CENTER

HONGTAI EAST STREET, CHAOYANG DISTRICT

(Street)

BEIJING

100102

(City)

(State)

(Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Vipshop Holdings Ltd [ VIPS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

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 ordinary shares	04/08/2026		S⁽¹⁾		145	D	$77.884	6,293	D
Class A ordinary shares								10,113	I	By Big dream investments Limited, a controlled corporation of the reporting person.

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. The shares were sold in a "sell-to-cover" transaction to cover tax withholding obligations in connection with the vesting and settlement of restricted shares.

	/s/ Chun Liu	04/13/2026
	** 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 did Vipshop (VIPS) director Liu Chun report in this Form 4?

Director Liu Chun reported selling 145 Vipshop Class A ordinary shares in a sell-to-cover transaction. The sale covered tax withholding obligations arising from the vesting and settlement of restricted shares, rather than representing a discretionary open-market trade.

At what price did Liu Chun’s Vipshop (VIPS) shares sell in the reported transaction?

The 145 Vipshop Class A ordinary shares sold at an average price of $77.884 per share. This sale was explicitly described as a sell-to-cover transaction to satisfy tax withholding obligations tied to vested restricted shares.

How many Vipshop (VIPS) shares does Liu Chun hold directly after this transaction?

After the sell-to-cover transaction, Liu Chun directly held 6,293 Vipshop Class A ordinary shares. This direct position is reported in the Form 4 as the total shares beneficially owned by the reporting person following the transaction.

What indirect Vipshop (VIPS) holdings does Liu Chun report on this Form 4?

The Form 4 shows Liu Chun indirectly owning 10,113 Vipshop Class A ordinary shares through Big dream investments Limited. This entity is identified as a controlled corporation of the reporting person, reflecting indirect beneficial ownership.