Hu Yiming 4

What Happened

• Hu Yiming, a director of Gaotu Techedu Inc. (GOTU), received 8,000 ADSs through the conversion/vesting of derivative awards (reported as RSUs) on May 7, 2026. The conversion/exercise price was $0.00.
• To satisfy tax withholding, 760 ADSs were surrendered at an implied price of $2.91 per ADS for a withholding value of $2,212. After withholding, Hu retained 7,240 ADSs (8,000 − 760).
• This was not an open‑market purchase or sale for investment; it was the issuance/settlement of equity awards with shares withheld to cover taxes.

Key Details

• Transaction dates: conversion/vesting recorded May 7, 2026; filing date May 8, 2026.
• Reported prices/values: conversion price $0.00; tax withholding price $2.91/ADS; withholding total ≈ $2,212.
• Shares received: 8,000 ADSs; shares withheld/disposed for taxes: 760 ADSs; net retained ADSs: 7,240.
• Footnotes: F1 — 3 ADSs represent 2 Class A ordinary shares. F2 — the RSUs vested on May 1, 2026 and have no expiration date.
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding).
• Shares owned after transaction: not specified in the Form 4.
• Timeliness: Filing dated May 8 for a May 7 transaction (no late‑filing flag indicated).

Context

• This was a routine equity award settlement (RSU vesting) rather than a market purchase or discretionary sale. The withholding of shares to cover taxes is common and does not by itself indicate a change in the insider’s market view.
• The conversion entry at $0.00 reflects that no cash exercise price was paid; the F entry shows shares surrendered to meet tax obligations.