SCHEDULE: Hello Group Founders Restructure Shareholdings

Hello Group Inc. co-founder Yan Tang and spouse Sichuan Zhang restructured their beneficial ownership for estate planning, consolidating voting power under Mr. Tang.

Summary

• Yan Tang and Sichuan Zhang, co-founder/CEO and COO/Director respectively, along with their associated investment vehicles, filed an Amendment No. 7 to Schedule 13D.
• The filing details a restructuring of their beneficial ownership in Hello Group Inc. for estate planning purposes.
• Gallant Future Holdings Limited transferred 40,182,233 Class B ordinary shares to Prospera Investment Holding Limited for nil consideration on September 22, 2025.
• Prospera Investment Holding Limited subsequently granted Yan Tang full voting authority over the shares it beneficially owns.
• As a result, Yan Tang beneficially owns 91,242,115 ordinary shares, representing 28.6% of the total outstanding shares, and holds sole voting power over all these shares.
• Sichuan Zhang beneficially owns 40,598,599 ordinary shares, representing 12.7% of the total outstanding shares, with sole dispositive power over these shares but limited sole voting power (416,366 Class A options).
• The company operates with a dual-class share structure where Class B shares carry ten votes per share, and Class A shares carry one vote per share.
• The percentage calculations are based on 318,881,690 ordinary shares outstanding as of June 30, 2025.

Sentiment

Score: 6

Explanation: The restructuring for estate planning purposes is a neutral to slightly positive event, indicating long-term planning and potentially stable leadership, but it does not directly impact operational performance or financial results.

Positives

• The restructuring aims to streamline beneficial ownership for estate planning, potentially enhancing long-term stability and clarity of control.
• Consolidation of voting power under Mr. Tang provides clear leadership and decision-making authority.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's operational or financial performance, beyond the exercise of share options within 60 days from September 22, 2025.

Management Comments

• The restructuring of the shareholdings as set forth in the Statement was effected for estate planning purposes.

Industry Context

This filing primarily concerns internal corporate governance and beneficial ownership structure, rather than broader industry trends or competitive positioning. It reflects a strategic move by the company's co-founder and CEO to consolidate voting control for long-term stability.

Management Changes

Corporate Governance

Related Party Transactions

• Gallant Future Holdings Limited (wholly beneficially owned by Mr. Tang) transferred 40,182,233 Class B ordinary shares to Prospera Investment Holding Limited (wholly beneficially owned by Ms. Zhang, Mr. Tang's spouse) for nil consideration.
• Prospera Investment Holding Limited granted Mr. Tang a power of attorney and proxy to vote its shares.

Stakeholder Impact

• Shareholders: Provides clarity on the long-term control structure and voting power distribution among the founders. The consolidation of voting power under Mr. Tang reinforces his influence.
• Management: Reinforces the authority and control of the co-founder and CEO, Yan Tang.

Next Steps

• Yan Tang is entitled to acquire 10,877,649 Class A ordinary shares upon exercise of share options within 60 days from September 22, 2025.
• Sichuan Zhang is entitled to acquire 416,366 Class A ordinary shares upon exercise of share options within 60 days from September 22, 2025.

Key Dates

Recommendation

This filing details an internal restructuring of beneficial ownership for estate planning purposes by the co-founder and CEO, Yan Tang, and his spouse. While it consolidates voting power under Mr. Tang, it does not present new financial performance data, strategic shifts, or operational changes that would warrant a 'buy' or 'sell' recommendation. The event is largely neutral for the company's immediate valuation, reinforcing existing control rather than altering fundamental prospects. Therefore, a 'hold' recommendation is appropriate as investors should await further operational or financial updates.

Keywords

Hello Group Inc., Yan Tang, Sichuan Zhang, Schedule 13D, Beneficial Ownership, Shareholding Restructuring, Corporate Governance, Estate Planning, Class A Shares, Class B Shares, Voting Power