SCHEDULE 13D/A: Sea Limited Founder Li Adjusts Stake, Maintains Control

Sea Limited's founder, Forrest Xiaodong Li, updated his beneficial ownership, reflecting sales under a pre-planned trading program while retaining significant voting power.

Summary

• Forrest Xiaodong Li beneficially owns 104,615,356 shares of Sea Limited as of December 30, 2025.
• This represents approximately 16.1% of the total issued and outstanding shares and 57.7% of the aggregate voting power.
• His ownership includes 45,527,793 Class B Ordinary Shares held by Blue Dolphins Venture Inc., 468,363 Class A Ordinary Shares, 14,220,000 Class A Ordinary Shares from options exercisable within 60 days, 1,253 restricted share units vesting within 60 days, and 44,397,947 Class A Ordinary Shares subject to irrevocable voting proxies.
• Blue Dolphins Venture Inc. holds 45,527,793 Class B Ordinary Shares, representing approximately 7.5% of total issued and outstanding shares.
• During the 60 days prior to January 2, 2026, an entity solely owned and controlled by Mr. Li sold a total of 832,000 American Depositary Shares (ADSs) in open market transactions under a Rule 10b5-1 Sales Plan.
• The sales occurred at average prices ranging from US$120.7 to US$155.5 per share.
• Other changes included the vesting of 1,253 restricted share units and the expected vesting of options for 250,000 Class A Ordinary Shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are significant insider sales, they are part of a pre-planned program (10b5-1), which mitigates negative interpretation. Mr. Li retains substantial voting control, indicating continued commitment to the company's direction.

Positives

• Mr. Li maintains significant control with approximately 57.7% of the aggregate voting power, ensuring stability in strategic direction.
• The sales were conducted under a pre-planned Rule 10b5-1 Sales Plan, indicating a structured approach to liquidity and diversification rather than an immediate reaction to market conditions.

Negatives

• An entity controlled by Mr. Li sold 832,000 American Depositary Shares over a two-month period, potentially signaling a reduction in direct exposure by a key insider.
• The average sale prices for the ADSs generally trended downwards from US$155.5 to US$120.7 during the selling period, which could be perceived negatively by the market.

Future Outlook

The filing indicates the expected vesting of options for 250,000 Class A Ordinary Shares on January 31, 2026.

Industry Context

This filing primarily concerns insider ownership changes and does not provide broader industry context or trends.

Related Party Transactions

• Sales of American Depositary Shares by an entity solely owned and controlled by Mr. Li are considered related party transactions.

Stakeholder Impact

• Shareholders: The sales by a key insider, even if pre-planned, could be perceived as a slight negative, but Mr. Li's continued majority voting power ensures stability in strategic direction.
• Employees: The vesting of options and restricted share units for Mr. Li, and the mention of proxies from certain directors and employees, indicates ongoing equity incentives.

Next Steps

• Expected vesting of Mr. Li's options to purchase 250,000 Class A Ordinary Shares on January 31, 2026.

Key Dates

Recommendation

The filing indicates significant insider sales by an entity controlled by the founder, Forrest Li, albeit under a pre-planned 10b5-1 program. While such sales are often for diversification and liquidity, the volume and the declining average sale price over the period could exert some downward pressure or signal a lack of strong conviction at higher price points. However, Mr. Li retains substantial voting control (57.7%), which provides stability and continuity in leadership. Given the mixed signals of insider selling balanced by continued control and pre-planned nature of sales, a 'hold' recommendation is appropriate. Investors should monitor future filings for further changes in insider ownership and evaluate the company's operational performance for a more comprehensive view.

Keywords

Sea Limited, Forrest Li, Schedule 13D, Beneficial Ownership, Class A Ordinary Shares, Class B Ordinary Shares, Voting Power, Insider Sales, Rule 10b5-1 Plan, SEC Filing, Shareholder Update