SCHEDULE 13G/A: Gang Ye's Sea Limited Stake Drops Below 5%

Gang Ye, a Singaporean citizen, reported beneficial ownership of 4.4% of Sea Limited's Class A Ordinary Shares as of December 31, 2025, including shares with an irrevocable proxy to the CEO.

Summary

• Gang Ye beneficially owns 27,267,872 Class A Ordinary Shares of Sea Limited.
• This ownership represents 4.4% of the Class A Ordinary Shares outstanding.
• As of December 31, 2025, Sea Limited had a total of 611,034,168 ordinary shares outstanding, comprising both Class A and Class B shares.
• Of the beneficially owned shares, 8,704,719 Class A Ordinary Shares have an irrevocable proxy granted to Mr. Forrest Xiaodong Li, Sea Limited's Chairman and Chief Executive Officer, for exercising voting power.
• Excluding the shares subject to the irrevocable proxy, Mr. Ye's remaining shares represent approximately 1.5% of the aggregate voting power of Sea Limited's total issued and outstanding shares.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of beneficial ownership, indicating a stake below 5%. It does not provide context for the change or its implications, thus maintaining a neutral sentiment based solely on the provided text.

Positives

• The continued significant individual stake, even if reduced, indicates ongoing interest in the company's performance.
• The irrevocable proxy arrangement suggests alignment with the CEO's long-term strategic direction for the company.

Negatives

• The reduction in beneficial ownership below the 5% threshold might be interpreted as a decrease in conviction or a strategic divestment, although no reasons are provided in the filing.
• The irrevocable proxy arrangement further concentrates voting power with the CEO, potentially reducing the individual influence of Mr. Ye on certain corporate matters.

Risks

• Concentration of voting power: The irrevocable proxy granted to the CEO for a portion of Mr. Ye's shares further concentrates voting power with management, potentially limiting the influence of other shareholders.
• Dual-class share structure: The existence of Class A (one vote) and Class B (fifteen votes) ordinary shares already creates a disparity in voting power, which could disadvantage Class A shareholders.

Corporate Governance

Related Party Transactions

• The irrevocable proxy granted by Gang Ye to Mr. Forrest Xiaodong Li (Chairman and CEO of Sea Limited) for voting 8,704,719 Class A Ordinary Shares can be considered a related party arrangement due to their positions within the company.

Stakeholder Impact

• Shareholders: The irrevocable proxy arrangement means that a portion of Mr. Ye's voting rights are controlled by the CEO, which could affect the balance of power among shareholders and potentially reduce the influence of other Class A shareholders on matters where these shares are voted.
• Management: The CEO gains additional voting power through the irrevocable proxy, potentially enhancing their ability to influence corporate decisions.

Key Dates

Keywords

Sea Limited, Gang Ye, Schedule 13G, beneficial ownership, Class A Ordinary Shares, voting power, irrevocable proxy, Forrest Xiaodong Li, SEC filing, shareholder stake