Amber International Holding Ltd's Chief Executive Officer and Director Wu Yuao filed a Form 4 with the SEC on October 28, 2026, disclosing multiple changes in beneficial ownership of Class A and Class B ordinary shares spanning transactions from May 29, 2026 through October 23, 2026.

Key Highlights

  • Direct share award: Wu Yuao was issued 23,469,189 Class B ordinary shares directly, fully vested on October 23, 2026, as approved by a special resolution of members at the annual general meeting on October 23, 2026.
  • Transaction code and price: All reported transactions were coded "J" and carried a price of $0 per share.
  • AGL distribution: Amber Global Limited distributed all 309,834,748 Class A ordinary shares it held in a pro-rata in-kind share distribution to its shareholders on May 29, 2026.
  • APUH incentive transfer: APUH transferred 11,729,691 Class A ordinary shares to Celeste Core Inc. pursuant to an incentive arrangement for nominal aggregate consideration of US$1.00.
  • Class B convertibility: Each Class B ordinary share is convertible at any time at the holder's option into one Class A ordinary share for no additional consideration and has no expiration date.
  • PSU settlements: APUH transferred 1,360,337 Class A ordinary shares to Hanover Moon Limited and 4,081,011 Class A ordinary shares to Mirabilis Mythos Limited without cash consideration in settlement of AGL PSUs on September 30, 2026.

Wu Yuao's Ownership Changes Across Multiple Entities at Amber International

According to the filing, Wu Yuao serves as Chief Executive Officer and Director of Amber International Holding Ltd, listed on NASDAQ:AMBR, and is identified as a 10% owner of the issuer. The filing covers a series of transactions executed between May 29, 2026 and October 23, 2026, all at a reported price of $0, reflecting restructuring activity across several affiliated holding entities rather than open-market purchases or sales.

The filing discloses that on May 29, 2026, Amber Global Limited ("AGL") effected a pro-rata in-kind distribution of all 309,834,748 Class A ordinary shares it previously held, with AFL, APUH, DFAL, and AAL receiving 69,552,266, 19,458,931, 6,698,479, and 4,620,646 shares, respectively. The remaining distributed shares went to other AGL shareholders and are no longer reported as beneficially owned by Wu Yuao. The filing states that Wu Yuao is the sole shareholder of APUH, the sole voting shareholder of DFAL and AAL, and the sole director of each of those entities.

On October 23, 2026, Wu Yuao directly received 23,469,189 Class B ordinary shares described in the filing as "the one-off incentive share award to the Reporting Person," which "were fully vested and issued on October 23, 2026." The filing states the issuance was approved by a special resolution of the members of the issuer at the annual general meeting held on that same date. In a related derivative transaction on June 10, 2026, AFL transferred 36,233,237 Class B ordinary shares to Mars Wayfinder Limited ("MWL"), a wholly owned entity of Wu Yuao of which Wu Yuao is the sole director. Following that transfer, MWL holds all of AFL's voting shares, representing all of its voting power, though MWL does not wholly own AFL.

What Was Disclosed

The filing reports multiple changes in Wu Yuao's direct and indirect beneficial ownership of Amber International Holding Ltd Class A and Class B ordinary shares, including an issuance of 23,469,189 Class B shares directly to Wu Yuao and a series of share transfers among affiliated entities, all at zero cash consideration.