People

Who controls Weibo

Weibo is a controlled subsidiary of SINA Corporation, and SINA is a private company controlled by Weibo's own chairman. As of March 31, 2026, SINA held 87,822,024 Class B ordinary shares — 35.7% of the economics and 62.5% of the votes [1]. Class B carries three votes per share; Class A carries one, and Class A can never convert into Class B [2]. SINA in turn is a wholly owned subsidiary of Sina Group Holding Company Limited, itself wholly owned by New Wave MMXV Limited, a British Virgin Islands company owned 61.2% by Charles Chao and 30.0% by Yunli Liu, with the balance held by senior managers of SINA and Weibo including Hong Du and Gaofei Wang. Every voting share in New Wave is held by Chao; the rest are non-voting [3].

The second block is Alibaba. Ali WB Investment Holding Limited holds 67,883,086 Class A shares — 27.6% of the economics but only 16.1% of the votes [4]. Alibaba invested $585.8 million in April 2013 for the original stake behind that position [5], and holds board-appointment rights under a 2014 voting agreement with SINA [6].

Source: FY2025 Form 20-F, Item 6.E Share Ownership, beneficial ownership table as of March 31, 2026 [7]; insiders ex-SINA derived as 4,403,623 Class A shares over 245,672,572 shares outstanding.

Votes against economics

Source: FY2025 Form 20-F, Item 6.E Share Ownership [8]; class voting rights per Item 6.E notes [9]. "All other Class A" is the residual and is derived.

Chao's personal economic exposure is much smaller than his control. He holds 545,510 Class A shares in ADS form outright, plus 375,000 shares issuable on options exercisable within 60 days [10] — about 0.4% of the company. Looking through New Wave, his indirect interest in Weibo is roughly 22% of the economics (61.2% of New Wave applied to SINA's 35.7% stake), against 62.5% of the votes he directs. Excluding the SINA block, every director and executive officer combined holds 4,403,623 Class A shares, or 1.8% [11].

Insider ownership therefore reads two different ways depending on the test. On the operators' own stakes it is thin: CEO Gaofei Wang holds 1,504,127 Class A shares (0.6%), director Hong Du 939,726 (0.4%), CFO Fei Cao 206,501 (under 0.1%), and Alibaba's board appointee Bo Liu none at all [12]. On control it is absolute: one person directs 62.5% of the votes.

Five years of drift

The Class B block has shrunk twice, and only one of the two reductions is explained. In the December 2021 Hong Kong secondary listing, SINA sold 6,953,620 Class A shares converted from Class B — including 1,453,620 on the over-allotment exercised in January 2022, which took the Class B count from 96,278,958 at December 31, 2021 [13] down to 94,825,338 — and received all the proceeds itself [14]. Class B outstanding then sat at 94,825,338 from January 2022 through December 31, 2022 [15] [16]. By March 31, 2023 it was 87,822,024, where it has stayed ever since [17]. A further 7,003,314 Class B shares therefore left SINA's hands in the first quarter of 2023 — Class B converts automatically to Class A on any transfer away from the Founder [18] — and no annual report explains it. The figure sits just above the 7,000,000-share allowance that Ali WB's right of first offer exempts from its consent [19]. Since then the decline in percentage terms is arithmetic: new Class A shares issued under the incentive plans dilute the ratio while the Class B count stays fixed.

Sources: FY2021 20-F Item 6.E [20]; FY2022 20-F [21]; FY2023 20-F [22]; FY2024 20-F [23]; FY2025 20-F [24].

Ali WB's holding has not moved at all. The 67,883,086 shares disclosed in the FY2025 filing are the same number reported in Ali WB's Schedule 13D of September 9, 2016 — the company sources the figure from that filing rather than from anything more recent [25].

What a minority holder can and cannot do

Weibo uses two stacked sets of exemptions. As a controlled company under Nasdaq rules — SINA holds more than 50% of the votes — it does not have to have director nominees selected solely by independent directors, and does not have to maintain a nominating and corporate governance committee. As a foreign private issuer it additionally opts out of the majority-independent-board requirement, the three-member audit committee requirement, and the requirement for shareholder approval before establishing or materially amending an equity compensation plan [26]. The filing states plainly that the company "will not voluntarily meet these requirements" [27].

Foreign-private-issuer status also removes the Exchange Act sections that require insiders to file public reports of their stock ownership and trading, the proxy solicitation rules, and Regulation FD [28].

Sources: FY2025 Form 20-F, Item 16G corporate governance exemptions [29]; dual-class risk factor [30]; general meeting quorum [31]; EGM requisition right [32]; ADS discretionary proxy [33].

One structural protection sits inside the articles. Class B shares convert automatically and immediately into Class A on any transfer to a person who is not the Founder or a Founder's Affiliate, and on any change of control of a Class B holder or of the SINA parent companies — including a joint-control arrangement, even one in which Chao retains a share of control. All Class B also converts if SINA and its affiliates fall below 5% of the issued Class B [34]. The super-voting right is therefore tied to Chao personally, not to the SINA corporate shell.

Alibaba's contractual rights

Ali WB's rights survive from the 2013 investment and the 2014 amended shareholders' agreement. It may appoint directors in proportion to its ownership, with at least one and never more than SINA's count while it holds fewer shares than SINA; the rights lapse if more than 50% of its acquired shares leave Alibaba's hands [35]. It holds a right of first offer over any SINA sale beyond a 7,000,000-share free allowance, and over management shareholders' sales beyond 20% of their April 2013 holdings [36]. Both SINA and Ali WB hold two demand registrations, unlimited piggyback rights and shelf registration rights, with Weibo paying the expenses [37]. Ali WB's veto over changes to the incentive plans expired in April 2019 [38].

The pledge and the appraisal judgment

Two dated facts sit on top of the control structure, and both concern SINA rather than Weibo.

On March 13, 2025 SINA pledged half of the Class B shares it then held — 17.9% of Weibo's shares and 31.3% of its voting power — to the security agent of a January 2025 facility of up to $150 million maturing March 13, 2028. On default the security agent may sell or foreclose on the pledged shares, which the company states could cause a change in control of Weibo [39].

The encumbrance is smaller than it was. Under the March 2023 facility of up to $300 million, SINA pledged all of the shares it held in Weibo [40]. The January 2025 facility refinanced that arrangement in full — the 2023 facility was repaid and discharged on March 13, 2025 — and the replacement pledge covers half the block rather than all of it, and SINA may pledge further Class B shares from time to time under the same pledge terms [41] [42]. If the pledge is enforced, SINA stops being the controlling shareholder and its Class B shares convert to Class A; a subsequent 50%-plus holder other than a permitted holder would trigger a fundamental change under the 2030 convertible notes, giving holders a repurchase right [43].

Separately, in December 2025 Weibo became aware that SINA had received an adverse judgment in a Section 238 appraisal proceeding under the Cayman Islands Companies Act, arising from SINA's own 2021 privatization. SINA has appealed to the Cayman Islands Court of Appeal, which stayed enforcement pending the appeal. Weibo's board has formed a special committee of independent directors to monitor the case and assess the impact on the shareholding and on the transactions between the two companies, and the outcome is described as uncertain [44]. That is the only special committee Weibo has disclosed, and it is a monitoring body rather than a negotiating one.

The board

Seven directors, three designated independent. The board has been seven for five consecutive years, from the FY2021 filing [45] to the FY2025 one [46].

Sources: FY2025 Form 20-F, Item 6.A directors and senior management table [47]; biographies of Charles Chao through Gaofei Wang [48] and of Yan Wang through Zenghui Cao [49]; the audit committee [50] and the compensation committee [51] per Item 6.C and the FY2025 ESG report board table [52]. Director-since years are as disclosed in the 20-F biographies.

The affiliation column carries most of the information. Two directors are executive officers of SINA and one is an executive officer of Alibaba; the filing states these relationships "could create, or appear to create, conflicts of interest," and that Bo Liu was appointed under the Ali WB shareholders' agreement [53]. Of the three directors designated independent under Nasdaq rules, two have SINA histories: Pehong Chen was a SINA director from 1999 to 2015, and Yan Wang co-founded SINA and served as its CEO and chairman before becoming a SINA independent director until March 2021 [54] [55]. The designation is the exchange's independence test, which looks at employment and compensation relationships with the issuer; it does not test prior service at the controlling shareholder.

Committee structure is thin by design. The audit committee has two members, using the Cayman Islands home-country exemption to sit below Nasdaq's three-member floor, with Lu as chair and designated financial expert [56]. The compensation committee also has two members, chaired by Chen, and the CEO may not be present when his own pay is deliberated [57]. There is no nominating committee.

The 20-F describes two committees; the FY2025 ESG report, published five days later, describes three — audit, compensation and an ESG committee staffed by Yan Wang and Hong Du — and states that independent-director pay is escalated to the full board [58] [59]. The ESG report is also the only place the board's working cadence appears: average director tenure of 8.43 years, one annual general meeting, four in-person board meetings with 100% attendance, and three written resolutions during 2025 [60].

Directors retire by rotation — one-third at each annual general meeting, longest-serving first — and any director can be removed by ordinary resolution, or by written notice signed by three-quarters of the other directors [61]. Board composition has changed once in five years: Pen Hung Tung, then Alibaba's chief marketing officer, joined in January 2022 [62] and was succeeded in the Alibaba seat by Bo Liu in August 2023 [63]. One of the seven directors is female [64].

The operators

Every named executive officer came from SINA, and the CEO has run Weibo since before the IPO.

Source: FY2025 Form 20-F, Item 6.A biographies of Charles Chao and Gaofei Wang [65] and of Fei Cao, Wei Wang and Zenghui Cao [66]; years in role derived from the stated start dates to the April 2026 filing date.

Source: derived from the start dates in Item 6.A of the FY2025 Form 20-F — biographies of Charles Chao and Gaofei Wang [67] and of Fei Cao, Wei Wang and Zenghui Cao [68].

Gaofei Wang has been CEO for twelve years, Fei Cao CFO for five, and the CFO seat has turned over once since 2014 — Bonnie Yi Zhang held it from March 2014 until Cao's appointment [69]. There is no disclosed succession plan and no officer identified as a successor: Item 6.A names four executive officers, three of them below the CEO [70].

Both the CEO and CFO carry outside board seats. Gaofei Wang has been a director of DiDi Global since June 2021 and became an independent non-executive director of Distinct Healthcare Holdings in February 2026 [71]. Fei Cao is a director of Tian Ge Interactive Holdings and of INMYSHOW Digital Technology, a Shanghai-listed social and new-media marketing company [72].

One departure is visible only by comparison. Jingdong Ge, Senior Vice President, Advertising Business since April 2021, appears in the officer table of the FY2021 through FY2024 filings [73] and is absent from the FY2025 table [74]. No date, reason or successor is disclosed. As a foreign private issuer Weibo files no Form 8-K, so an officer change surfaces once a year in the 20-F roster or not at all [75]. The head of the advertising business is the officer closest to the revenue line — see Business for what that line consists of.

Employment terms are uniform and disclosed only in outline: termination for cause without remuneration for criminal conduct or wilful misconduct, perpetual confidentiality, company ownership of intellectual property developed in role, and non-competition and non-solicitation covenants running through employment [76]. No severance formula, change-of-control payment or notice period is quantified.

What the pay actually pays for

The disclosure regime sets the ceiling on what can be known. Weibo files a Form 20-F, not a proxy statement, and is exempt from the proxy rules [77]. Item 6.B reports one line: for the year ended December 31, 2025 the company paid approximately $5.5 million in cash and benefits to its executive officers as a group and $0.4 million in cash to eligible non-executive directors, with nothing set aside for pension or retirement benefits [78]. There is no individual salary, bonus, metric, weighting, threshold, target, cap, holding requirement or clawback trigger disclosed anywhere in the filing. Item 6.F, the recovery of erroneously awarded compensation, is marked "Not applicable" [79].

Sources: Item 6.B of the FY2021 [80], FY2022 [81], FY2023 [82], FY2024 [83] and FY2025 [84] Forms 20-F.

Executive cash more than doubled over five years, from $2.6 million in FY2021 to $5.5 million in FY2025 [85] [86], while revenue fell from $2.26 billion to $1.76 billion and the officer roster lost one name. Non-executive directors were paid no cash at all until FY2024 [87] [88]. Because the aggregate is a single figure, no part of it can be attributed to any individual, and none of it can be traced to an operating metric.

The equity that is disclosed

The one per-name table in Item 6.B lists award holdings, not compensation: options and restricted share units outstanding as of March 31, 2026, with strike, grant date and expiry, but no grant-date fair value and no vesting schedule.

Source: FY2025 Form 20-F, Item 6.B share incentive plans, outstanding awards as of March 31, 2026 [89].

The company reports its own Nasdaq closing prices inside the same filing: $9.55 on December 31, 2024 and $10.22 on December 31, 2025 [90]; market data puts the shares at $7.94 on August 7, 2026. Against those marks the two named tranches point in opposite directions. The March 2022 grants at $21.15 are far underwater and expire in March 2029. The March 2025 grants at $2.69 and the October 2025 grant at $2.93 were struck well below the market price prevailing through 2025, and the outstanding-option table's lowest band runs from $0.01 to $3.87, so options at nominal strikes exist in the plan [91]. These are discounted options rather than at-the-money options, which changes what they reward: the 2025 tranches carry intrinsic value even if the shares go nowhere.

Source: FY2025 Form 20-F, Note 7 Stock-Based Compensation, option activity table [92]. Weighted-average strikes were $3.87 (2023), $2.38 (2024) and $2.80 (2025).

The whole option book tells the same story from the other side. At December 31, 2025, 6,967,000 options were outstanding at a weighted-average strike of $10.68, of which 3,132,000 were exercisable at a weighted-average strike of $18.20 — the vested portion is underwater against a $10.22 close, while the unvested portion is not [93]. Aggregate intrinsic value moved from nil at the end of 2022 to $29.7 million at the end of 2025 [94], and the source of it is new low-strike grants rather than a higher share price: options in the $0.01 to $3.87 band grew from 2,069,000 to 4,247,000 during 2025, while the $21.15 and $32.68 bands only shrank [95].

The performance condition that never paid

Weibo granted performance-based restricted share units with a market condition twice — 1,640,000 units in 2022 at a grant-date fair value of $8.43, and 1,640,000 in 2023 at $9.66. Not one unit vested. The 2022 tranche was cancelled in 2024 and the 2023 tranche in 2025, leaving a nil balance and nil unrecognized cost [96].

Source: FY2025 Form 20-F, Note 7 Stock-Based Compensation, performance-based restricted share units with market condition [97].

Two facts follow from that table. The only performance-conditioned equity Weibo has granted was tied to a market condition, so it tested the share price rather than an operating metric; and having failed twice, it has not been replaced. No performance-conditioned award was granted in 2024 or 2025 [98]. What remains is time-vested: stock-based compensation amortizes over roughly four years on a straight-line basis [99], and the plan administrator sets each vesting schedule privately in the award agreement [100].

The cost, and the plan capacity

Source: FY2025 Form 20-F, Item 3.D risk factors [101] and Note 7 Stock-Based Compensation [102].

Stock-based compensation fell 58% in two years, from $101.1 million in FY2023 to $42.1 million in FY2025 [103]. The decline is mechanical: the large 2021 restricted-share-unit grants (5,737,000 units at a $47.95 average grant-date fair value) [104] have now largely vested, and the replacement grants are far smaller — 144,000 units in 2023, 69,000 in 2024, 150,000 in 2025, leaving only 310,000 service-based units outstanding at the end of 2025 [105]. A separate $5.0 million of FY2025 stock compensation went to SINA employees and was charged through the amount due from SINA [106].

Plan capacity is large relative to current usage. The 2023 Plan, adopted in March 2023, can issue up to 11,622,313 shares; 6,881,721 options and 209,304 restricted share units were outstanding as of March 31, 2026 [107], and 10,925,000 shares remained available for issuance at December 31, 2025 [108] — about 4.4% of shares outstanding, issuable without a shareholder vote, since the Nasdaq equity-plan approval rule is one of the requirements Weibo waives [109].

Against that, the counterweight is cash returns. The board declared a special dividend of $0.85 per share in May 2023, $0.82 in March 2024, $0.82 in March 2025 under a newly adopted dividend policy, and an annual dividend of $0.61 for the year ended December 31, 2025 in March 2026; dividends paid were $200.1 million, $199.4 million and $200.6 million in FY2023, FY2024 and FY2025 [110]. Applied to SINA's 87,822,024 shares, those four declarations route roughly $272 million to the controlling shareholder — the same shareholder that owes Weibo $401.9 million. Buybacks have been sparse: a $500 million authorization in March 2022 was used to the extent of $57.7 million for 3,055,759 ADSs at an average $18.88 before lapsing [111]; none were repurchased in 2023 [112], 2024 [113] or 2025, and a fresh $200 million authorization runs to December 31, 2026 [114]. The capital-allocation record behind those numbers belongs to History.

Insider activity, and what the record cannot show

There is no Form 4 record for Weibo. As a foreign private issuer, the company and its insiders are exempt from the Exchange Act provisions requiring insiders to file public reports of stock ownership and trading and from short-swing profit liability [115]. Dated insider activity is therefore observable only once a year, by differencing successive beneficial-ownership tables, and only for the group and for Chao.

Sources: Item 6.E beneficial ownership tables as of March 31, 2024 [116], March 31, 2025 [117] and March 31, 2026 [118], in the FY2023, FY2024 and FY2025 Forms 20-F. The March 2024 figure for Chao is as reported in the FY2023 table.

The movements are award-driven, not purchases. Chao's directly held position has been 545,510 Class A shares in ADS form in each of the last three tables [119] [120]; his total beneficial figure rose by 337,500 between March 2025 and March 2026, matching the increase in options exercisable within 60 days from 37,500 [121] to 375,000 [122]. Company-wide option exercises were nil in 2023, 122,000 shares at $3.87 in 2024 and 213,000 at $3.84 in 2025, producing $0.4 million and $0.8 million of cash to the company and $0.6 million and $1.6 million of intrinsic value to the holders [123]. No open-market purchase by any director or officer appears anywhere in the record.

The only encumbrance disclosed is SINA's pledge of half its Class B block [124]. The board adopted an amended insider trading policy on November 8, 2023, filed as an exhibit [125].

Related parties

Related-party dealing is not incidental here — it is the plumbing between Weibo, its parent and its second-largest shareholder.

Source: FY2025 Form 20-F, Note 10 Related Party Transactions [126] [127].

Two lines move against each other. Revenue through and to SINA has nearly halved in two years, from $66.8 million to $36.1 million, while the costs SINA charges Weibo have barely moved, at $31.7 million allocated plus $25.5 million billed in FY2025 [128]. Alibaba went the other way: advertising and marketing revenue from Alibaba rose 49% in FY2025 to $173.8 million [129], about 10% of group revenue — spent by a shareholder whose nominee sits on the board and who runs Tmall and Alimama [130].

The lending relationship

Source: FY2025 Form 20-F, Note 10 Related Party Transactions [131]; Item 7.B transactions with SINA [132]; FY2023 year-end balance per the FY2024 Form 20-F, Note 10 [133].

Weibo lends money to its controlling shareholder under a rolling series of one-year agreements so that SINA can fund its own operations and short-term capital needs. SINA drew $753.0 million and repaid $773.5 million in 2025 alone, leaving $401.9 million of loans and interest receivable at December 31, 2025 at annual rates of 1% to 4% [134] [135]. The balance has been of similar size for three consecutive years — $445.2 million [136], $417.7 million, $401.9 million — so the "one-year" framing describes the paperwork, not the exposure. Total amounts due from SINA were $441.1 million at the end of 2025 [137].

Beyond SINA, Weibo carries $544.1 million of loans and interest receivable from other related parties, up from $447.0 million a year earlier. The two named exposures are Company A, an investee providing online brokerage services, at $88.5 million, and Company B, an investee in the real estate business, at $408.3 million — the latter having grown by $49.8 million during 2025. Contractual terms run up to five years subject to extension, at rates of 1.0% to 6.0%, and no credit loss was recognised on these balances in 2025 [138].

The agreements underneath

The commercial relationship with SINA is governed by three surviving contracts, all dating from the 2014 carve-out. The master transaction agreement allocates historical liabilities, obliges Weibo to use the same auditor and fiscal year as SINA until a "control ending date," and requires the parties to share user information and activity data without charge [139]. The non-competition agreement bars Weibo from any business SINA conducts other than microblogging and social networking, and runs until the later of fifteen years from the 2014 IPO or five years after SINA drops below 20% of the votes [140]. The sales and marketing services agreement makes SINA Weibo's sales agent, reimbursed at allocated direct and indirect cost [141].

The filing's own assessment of these terms is unusually direct: the agreements "may be less favorable to us than would be the case if they were negotiated with unaffiliated third parties," the non-compete "significantly affect[s] our ability to diversify our revenue sources," and "so long as SINA continues to control us, we may not be able to bring a legal claim against SINA in the event of contractual breach" [142]. The company separately notes that SINA may make decisions in its own shareholders' interest that do not coincide with those of Weibo's other shareholders [143].

Officer and director docket

Sources: FY2025 Form 20-F, Item 7.B related party transactions and special committee [144]; share pledge risk factor [145]; Item 8.A legal proceedings [146]; Item 6.F [147]; Item 16F and the auditor's report [148] [149].

No investigation, sanction, disqualification or settlement touching a current officer or director appears in any of the five annual reports read for this tab. The one live matter reaches Weibo indirectly: an appraisal claim against SINA arising from SINA's 2021 privatization, which Weibo's independent directors are monitoring precisely because an adverse outcome could affect the shareholding and the transactions between the two companies [150]. The allegation-versus-outcome distinction matters here: SINA has lost at first instance and has an appeal pending with enforcement stayed, so the judgment exists but is not final.

Audit oversight is conventional in form. PricewaterhouseCoopers Zhong Tian has served since 2013 [151], audit fees were $1.43 million in each of 2024 and 2025 against tax fees of $0.55 million in 2025, and the audit committee pre-approves all audit and non-audit services [152]. A code of business conduct and ethics applies to directors, officers and employees and is posted on the investor relations site [153].

What the record leaves open

Four things a reader should know are missing or unreconciled rather than adverse. Individual executive compensation is not disclosed at all — no salary, bonus, metric or target for any named officer, in any year. Vesting schedules for the named option and restricted-share-unit holdings are set in private award agreements and are not published. The departure of the Senior Vice President, Advertising Business between the FY2024 and FY2025 filings carries no date, no explanation and no named successor.

And one number does not reconcile. The Black-Scholes assumption table gives a "fair value of ordinary shares" of $4.85 to $5.67 for the 2025 option grants [154], against a $10.22 close on December 31, 2025 [155] and a $11.21 weighted-average grant-date fair value on the restricted share units awarded in the same year [156]. Either the row is the underlying share price, in which case it conflicts with the two other figures, or it is the fair value of the options themselves under a label that says otherwise. The distinction changes the measured size of the discount on the 2025 grants, and the filing does not settle it. The other three gaps are disclosure choices permitted by the foreign-private-issuer regime rather than inferences about conduct.