CFO of Waton Financial (WTF) reports 688,458 ESOP plan shares

Rhea-AI Filing Summary

Waton Financial Ltd Chief Financial Officer Wen Huaxin reported his initial beneficial ownership of 688,458 Ordinary Shares on a Form 3. These shares were issued upon vesting and exercise of restricted share units under the company’s 2024 Global Equity Incentive Plan and then transferred to WATON ESOP PLAN LTD.

The shares are held under the 2024 Global Equity Incentive Plan Trust during a mandatory two-year lock-up period. During this period, Wen Huaxin retains rights to vote, receive meeting notices, and receive dividends or other distributions on these shares, and is treated as their beneficial owner.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WEN HUAXIN

Role Chief Financial Officer

Type	Security	Shares	Price	Value
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 688,458 shares (Indirect, By WATON ESOP PLAN LTD)

Footnotes (1)

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Key Figures

Beneficially owned shares: 688,458 Ordinary Shares

1 metrics

Beneficially owned shares 688,458 Ordinary Shares Held indirectly via WATON ESOP PLAN LTD under 2024 Global Equity Incentive Plan Trust

Key Terms

2024 Global Equity Incentive Plan, restricted share units, lock-up period, beneficial owner, +1 more

5 terms

2024 Global Equity Incentive Plan financial

"restricted share units granted under Waton Financial Limited's 2024 Global Equity Incentive Plan"

restricted share units financial

"issued upon the vesting and exercise of the restricted share units granted"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

lock-up period financial

"held under the 2024 Global Equity Incentive Plan Trust during the mandatory two-year lock-up period"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

beneficial owner regulatory

"is the beneficial owner of the Ordinary Shares pursuant to Rule 13d-3"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

ESOP financial

"share transfer of 688,458 Ordinary Shares to WATON ESOP PLAN LTD"

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

Understanding Insider Trading Forms →

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WEN HUAXIN

(Last) (First) (Middle)

STES 3605-06, 36F, TOWER 6, THE GATEWAY

HARBOUR CITY, TSIM SHA TSUI, KOWLOON

(Street)

HONG KONG 00000

(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
Waton Financial Ltd [ WTF ]

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 Financial 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)
Ordinary Shares	688,458	I	By WATON ESOP PLAN LTD(1)

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. Represents 688,458 Ordinary Shares issued upon the vesting and exercise of the restricted share units granted under Waton Financial Limited's 2024 Global Equity Incentive Plan, which will be held under the 2024 Global Equity Incentive Plan Trust during the mandatory two-year lock-up period. As of the date of this filing, Mr. Wen Huaxin has completed the share transfer of 688,458 Ordinary Shares to WATON ESOP PLAN LTD. Mr. Wen Huaxin retains rights to vote, receive notices of meetings or rights to dividends or other distributions in respect of the Ordinary Shares during the mandatory lock-up period, and is the beneficial owner of the Ordinary Shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

	/s/ Wen Huaxin	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 Waton Financial (WTF) CFO report on this Form 3?

The CFO, Wen Huaxin, reports initial beneficial ownership of 688,458 Ordinary Shares. These shares came from vested and exercised restricted share units under the 2024 Global Equity Incentive Plan and are now held via WATON ESOP PLAN LTD under a mandatory lock-up period.

How many Waton Financial (WTF) shares does the CFO beneficially own?

CFO Wen Huaxin is the beneficial owner of 688,458 Ordinary Shares. The shares were issued upon vesting and exercise of restricted share units and are held in a plan trust, but he keeps voting and dividend rights during the mandatory two-year lock-up period.

How are the CFO’s Waton Financial (WTF) shares held?

The 688,458 Ordinary Shares are held indirectly through WATON ESOP PLAN LTD under the 2024 Global Equity Incentive Plan Trust. Although the trust holds the shares during the lock-up period, Wen Huaxin retains voting rights, meeting notices, and dividend rights tied to these shares.

What is the lock-up arrangement for the CFO’s Waton Financial (WTF) shares?

The 688,458 Ordinary Shares are subject to a mandatory two-year lock-up period under the 2024 Global Equity Incentive Plan Trust. During this time, the shares cannot be freely transferred, but the CFO keeps voting and economic rights associated with the stock.

How did Waton Financial (WTF) CFO obtain the 688,458 Ordinary Shares?

The shares represent Ordinary Shares issued upon vesting and exercise of restricted share units granted under Waton Financial Limited’s 2024 Global Equity Incentive Plan. After issuance, the CFO transferred these 688,458 shares to WATON ESOP PLAN LTD while retaining beneficial ownership rights.