Shen Nan 4

What Happened
Shen Nan, Chief Financial Officer of Gaotu Techedu Inc. (GOTU), had 70,667 restricted stock units (RSUs) vest on March 31, 2026. The RSUs converted into 70,667 American Depositary Shares (ADSs). To cover tax withholding, 23,094 ADSs were surrendered at $2.94 per ADS for a tax payment of $67,896, leaving a net of 47,573 ADSs retained by the insider. The filings show the derivative awards were exercised/converted (code M) and tax withholding (code F).

Key Details

• Transaction date: March 31, 2026 (vesting/conversion and tax withholding).
• Shares acquired via vesting: 70,667 ADSs (conversion of RSUs).
• Tax withholding: 23,094 ADSs disposed at $2.94 each; total value ~$67,896.
• Net ADSs retained after withholding: 47,573 ADSs.
• Footnotes: F1 — every 3 ADSs = 2 Class A ordinary shares; F2 — these RSUs vested on March 31, 2026 and have no expiration.
• Filing timeliness: Reported for period 2026-04-02; no late filing indicated in the provided data.
• Shares owned after transaction: Not specified in the provided extract.

Context
This was an RSU vesting event (award converting to shares) with shares withheld to satisfy tax obligations — a common administrative disposition, not an open-market sale. For clarity: code M indicates exercise/conversion of a derivative (here, RSUs converting into ADSs); code F indicates shares were surrendered to pay taxes. Because every 3 ADSs equal 2 Class A ordinary shares, the net ~47,573 ADSs correspond to roughly 31,715 Class A ordinary shares (approximate).