Sea Limited COO Gang Ye Sells Over 40,000 Class A Shares Under 10b5-1 Plan Across Two Trading Days

Gang Ye's Role at Sea Limited and His Dual Status as COO and Director

Gang Ye holds a significant leadership position at Sea Limited, serving simultaneously as the company's Chief Operating Officer and as a member of its board of directors. This dual status makes his share transactions subject to mandatory public disclosure requirements under Section 16(a) of the Securities Exchange Act of 1934, which requires officers and directors of publicly listed companies to report changes in their beneficial ownership of company securities promptly. The disclosure filed on July 14, 2026 covers transactions that took place over the two immediately preceding trading sessions.

Ye's address on the disclosure is listed as c/o 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522, consistent with Sea Limited's headquarters location. The filing was signed by Mark Tang as attorney-in-fact for Gang Ye, a common arrangement where an authorized representative submits the required regulatory documentation on behalf of the reporting individual. The disclosure itself was filed on July 14, 2026, the day after the final reported transaction date of July 13, 2026.

Details of the July 10, 2026 Class A Share Sales

On July 10, 2026, Gang Ye's BVI entity executed four separate sell transactions involving Sea Limited's Class A ordinary shares. The first transaction involved the disposal of 1,519 shares at a weighted average price of $112.02, with the actual sale prices ranging from $111.44 to $112.41 per share. The second transaction on that same day covered 3,118 shares sold at a weighted average of $113.05, with individual transaction prices ranging between $112.44 and $113.439 per share.

The third and fourth transactions on July 10 were larger in volume. The third involved 8,941 shares sold at a weighted average of $114.03, spanning a price range of $113.44 to $114.43 per share. The fourth covered 6,422 shares at a weighted average of $114.71, with prices between $114.44 and $115.35. In total, the BVI entity disposed of 20,000 Class A ordinary shares on July 10, 2026, reducing the indirect beneficial stake from 440,000 shares to 420,000 shares following those four transactions, as reported in the disclosure.

Details of the July 13, 2026 Class A Share Sales

On the following trading session, July 13, 2026, the BVI entity controlled by Gang Ye executed a further five sell transactions, again involving Sea Limited's Class A ordinary shares. The first of these involved 4,074 shares sold at a weighted average price of $111.22, with prices ranging from $110.62 to $111.615 per share. The second transaction covered 7,850 shares at a weighted average of $111.95, in a range from $111.62 to $112.61 per share.

The third transaction on July 13 involved 3,439 shares at a weighted average of $113.12, with individual prices ranging between $112.62 and $113.56. The fourth covered 1,593 shares at a weighted average of $114.18, in a range of $113.63 to $114.60. The fifth and final transaction of the day consisted of 3,044 shares at a weighted average of $114.87, with prices ranging from $114.63 to $115.37. Together, these five transactions on July 13 resulted in the disposal of an additional 20,000 Class A ordinary shares, bringing the BVI entity's total indirect beneficial ownership to 400,000 Class A ordinary shares as of the final reported transaction.

Aggregate Transaction Volume and Total Proceeds Considerations

Across both trading days, the combined volume of shares sold through the BVI entity controlled by Gang Ye totaled 40,000 Class A ordinary shares. The transactions were spread across nine separate sell orders over the two sessions, each executed at differing weighted average prices within disclosed price ranges. The filing indicates that each reported price is a weighted average and that the full detail of shares sold at each individual price within those ranges is available upon request to the SEC staff, the issuer, or any security holder of the company.

The company did not disclose aggregate total proceeds from these transactions in the filing. However, using the disclosed weighted average prices multiplied by the corresponding share quantities across all nine transactions, investors and analysts can approximate the gross proceeds, though the precise total is not stated explicitly by the company in its disclosure. The filing notes that the reporting person will provide full pricing detail upon request, in line with standard regulatory practice for transactions reported using weighted average prices.

The Rule 10b5-1 Trading Plan and Its Significance

A key contextual element disclosed in the filing is that all nine sell transactions were executed pursuant to a Rule 10b5-1 trading plan. The filing states that this plan was adopted by a BVI entity controlled by Gang Ye on September 4, 2025. Rule 10b5-1 of the Securities Exchange Act permits company insiders to establish pre-scheduled trading arrangements during periods when they are not in possession of material non-public information, providing an affirmative defense against allegations of insider trading when trades are later executed automatically under those plans.

The existence of a pre-established plan, adopted roughly ten months prior to the transactions in question, means that the decision to sell these shares was made well in advance of the actual trades and was not influenced by information available at the time of execution. This is a commonly used mechanism among senior corporate insiders at major publicly listed companies and is specifically indicated on the disclosure with the checkbox confirming that transactions were made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Gang Ye's Remaining Beneficial Ownership in Sea Limited

Following the completion of all nine reported sell transactions, the disclosure reports two categories of remaining beneficial ownership for Gang Ye. The first is the indirect holding via the BVI entity, which now stands at 400,000 Class A ordinary shares following the reduction of 40,000 shares across the two trading days. This indirect stake represents shares held through a corporate vehicle controlled by Ye rather than in his own name directly.

The second category is Gang Ye's direct beneficial ownership, which the filing reports at 21,636,405 Class A ordinary shares. This direct holding was not subject to any transactions reported in this disclosure and remains unchanged from what was previously reported. The direct stake is substantially larger than the indirect BVI entity holding and underscores that Ye maintains a considerable equity interest in Sea Limited independent of the shares that were disposed of through the trading plan. The filing does not indicate any changes to Ye's direct holdings as part of this particular series of transactions.

Structure of the BVI Entity and Indirect Ownership Mechanics

The shares sold were held indirectly through a BVI entity — a British Virgin Islands-registered corporate vehicle — that is described in the filing as being controlled by Gang Ye. The use of offshore holding entities by senior executives at major Asia-headquartered multinational corporations is not unusual, and Sea Limited itself is incorporated in the Cayman Islands with its operational headquarters in Singapore. The BVI entity structure means that the beneficial ownership of the Class A shares is attributed to Ye indirectly, as the controlling person of that entity, rather than as a direct registered shareholder.

The filing clearly designates all nine transactions as indirect holdings, using the "I" designation under the ownership form column, and describes the nature of the indirect beneficial ownership as being "By BVI entity" in each case. This level of disclosure is required under Section 16(a) reporting rules to ensure that all economic interests held by reporting persons — whether direct or through controlled entities — are transparently disclosed to the market. The structure does not alter the regulatory treatment of the transactions or the reporting obligations that apply to Ye as a director and officer of Sea Limited.

Sea Limited's Business Context and Broader Investor Considerations

Sea Limited is a diversified digital economy company headquartered in Singapore with operations spanning digital entertainment, e-commerce, and digital financial services across Southeast Asia and other markets. Its Class A ordinary shares are listed on the New York Stock Exchange under the ticker SE and trade in US dollars. The company operates three primary business segments — Garena (digital entertainment), Shopee (e-commerce), and SeaMoney (digital financial services) — each of which has attracted significant investor attention given the company's footprint across rapidly growing emerging market economies.

Insider transactions at Sea Limited are closely watched by investors given the company's scale and its status as one of the most prominent Southeast Asian technology companies listed on a major US exchange. The disclosure of share sales by a COO-level executive is considered material information for market participants assessing sentiment among the company's senior leadership regarding its share valuation. The immediate share price impact was not clear from available public information at the time of this report. Investors tracking Sea Limited may note that the 10b5-1 plan structure, adopted in September 2025, indicates the trading schedule was determined systematically and independently of near-term business developments.

Filing Mechanics, Signing Authority, and Submission Timeline

The disclosure was filed on July 14, 2026, the business day immediately following the final reported transaction date of July 13, 2026. It was signed by Mark Tang, acting as attorney-in-fact for Gang Ye, a standard arrangement that allows a designated representative to submit the required regulatory documentation on the reporting person's behalf. The use of an attorney-in-fact does not alter the legal responsibility of the reporting person for the accuracy and completeness of the information disclosed.

The filing confirms that it is not an amendment to a prior submission, as the field for the date of original filing is left blank, indicating this is an original rather than a corrective disclosure. The disclosure covers only non-derivative securities — specifically Sea Limited's Class A ordinary shares — and the Table II section covering derivative securities such as options or warrants does not reflect any transactions in this filing period. This suggests that the reported activity relates solely to outright share sales and does not involve any exercise of stock options or other equity-linked instruments during the covered period.