You or someone in your family may have purchased or otherwise acquired securities of GSX Techedu, Inc. (n/k/a Gaotu Techedu Inc.) during the period of June 6, 2019 through October 20, 2020, both dates inclusive. RECEIPT OF THE NOTICE PACKET DOES NOT MEAN THAT YOU ARE A MEMBER OF THE SETTLEMENT CLASS OR THAT YOU WILL BE ENTITLED TO RECEIVE A PAYMENT. The Parties do not have access to your individual investment information. If you wish to be eligible for a payment, you are required to submit the Claim Form that is being distributed with the Notice.

This Settlement resolves the case known as Wu v. GSX Techedu, Inc., et al., Case No. 2:20-cv-04457-MEF-JRA (D.N.J.). The Court in charge of the case is the United States District Court for the District of New Jersey. The case involves allegations that Defendants violated provisions of the Securities Exchange Act of 1934 by allegedly making misrepresentations and/or omissions of material fact in public statements to the investing public regarding GSX’s enrollments and revenues. The Second Amended Complaint alleges that the misstatements or omissions artificially inflated the price of GSX Securities, and that the share prices dropped in response to certain subsequent disclosures.

The Court did not finally decide in favor of Plaintiffs or Defendants and there has been no trial. Instead, both sides agreed to a settlement with the assistance of an experienced mediator.

Defendants have denied and continue to deny each, any and all allegations of wrongdoing, fault, liability or damage whatsoever asserted in the Litigation. The Settlement shall not be construed as, or deemed to be evidence of, liability, fault, wrongdoing, injury or damages, or of any wrongful conduct, acts or omissions on the part of Defendants or any of the Released Defendant Parties, or of any infirmity of any defense, or of any damages to the Plaintiffs or any other Settlement Class Member. The Settlement resolves all of the claims in the Litigation, as well as certain other related claims or potential claims, whether known or unknown.

In a class action, one or more persons called plaintiffs sue on behalf of all persons who have similar claims. All of the persons with similar claims are referred to as a class. One court resolves the issues for all class members, except for those who exclude themselves from the class.

The Parties disagree about both liability and damages. The issues on which Plaintiffs and the Defendants disagree include: (1) whether the challenged statements were materially false or misleading or otherwise actionable under federal securities laws; (2) whether Defendants had a duty to disclose the allegedly omitted information; (3) whether the Defendants acted with scienter; (4) whether the alleged disclosures were corrective disclosures; (5) the causes of the loss in the value of the securities; and (6) the amount of alleged damages, if any, that could be recovered at trial.

This case has not gone to trial and the Court has not decided in favor of either Plaintiffs or Defendants. Instead, Plaintiffs and Defendants have agreed to settle the case. Plaintiffs and Lead Counsel believe the Settlement is best for all Settlement Class Members because of the risks associated with continued litigation and the nature of the defenses raised by the Defendants. Among the reasons that Plaintiffs and Lead Counsel believe the Settlement is fair is the fact that there is uncertainty about whether they will be able to prove that any challenged statement was false or misleading, that the alleged misstatements and omissions actually caused the class any damages, and the amount of damages, if any.

Moreover, in addition to litigation of this type usually being expensive, it appears that, even if Plaintiffs’ allegations were found to be true, the total amount of damages to which class members would be entitled could be substantially reduced.

The Settlement Class includes all persons and entities, except those who are excluded as described below, who purchased or otherwise acquired GSX Securities, and were damaged thereby, during the period from June 6, 2019 through October 20, 2020, both dates inclusive.

If one of your mutual funds owns GSX Securities, that alone does not make you a Settlement Class Member. Also, if you sold GSX Securities during the Class Period, that alone does not make you a Settlement Class Member. You are a Settlement Class Member only if you directly purchased or otherwise acquired GSX Securities during the Class Period. Check your investment records or contact your broker to see if you have made any of these transactions. The Parties do not independently have access to your trading information.

Yes. Excluded from the Settlement Class are (i) Defendants; (ii) members of the Immediate Families of the Individual Defendants and the directors and officers of GSX; (iii) any person who was an officer or director of GSX during the Class Period; (iv) any firm, trust, corporation, or other entity in which any Defendant has or had a controlling interest; (v) the Company’s employee retirement and benefit plan(s), if any, and their participants or beneficiaries; (vi) the legal representatives, affiliates, subsidiaries, parents, heirs, heirs apparent, beneficiaries, successors-in-interest, or assigns of any such excluded person or entity in (i)-(v), in their respective capacity as such; (vii) Judge Michael E. Farbiarz, Judge Esther Salas, Magistrate Judge Jose R. Almonte, and their current or former chambers staff, and any of their family members; and (viii) any persons or entities who or which exclude themselves by submitting a timely and valid request for exclusion that is accepted by the Court.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 855-779-3369 or at info@GSXSecuritiesSettlement.com or by visiting this Settlement website, or you can fill out and return the Proof of Claim form enclosed with the Notice Packet to see if you qualify

The proposed Settlement provides for Defendants to pay, or cause the payment of, $9,500,000 into a settlement fund, which may accrue interest (the “Settlement Fund”). The Settlement is subject to Court approval. Also, subject to the Court’s approval, a portion of the Settlement Fund will be used to pay attorneys’ fees with interest and reasonable litigation expenses to Plaintiffs’ Counsel, and compensatory awards to Plaintiffs. A portion of the Settlement Fund also will be used to pay Taxes due on interest earned by the Settlement Fund, if necessary, and the costs of the claims administration, including the costs of printing and mailing the Notice, the costs of publishing notice, and the costs of processing claims. After the foregoing deductions from the Settlement Fund have been made, the amount remaining will be distributed to Settlement Class Members who submit timely, valid claims, according to the Plan of Allocation to be approved by the Court.

Your share of the Net Settlement Fund will depend on several factors, including: (i) how many GSX Securities you purchased or sold during the Class Period, and the dates and prices of those purchases and/or sales; (ii) the number of timely and valid claims submitted by other Settlement Class Members, and the purchases and sales of GSX Securities represented by those claims; (iii) the amount of administrative costs, including the costs of notice; and (iv) the amount awarded by the Court to Plaintiffs’ Counsel for attorneys’ fees, costs, and expenses and compensatory awards to Plaintiffs.

The Claims Administrator will determine each Authorized Claimant’s pro rata (proportional) share of the Net Settlement Fund based upon each Authorized Claimant’s “Recognized Loss” calculated pursuant to the Recognized Loss formula set forth in the Plan of Allocation approved by the Court. The Recognized Loss formula is the basis upon which the Net Settlement Fund will be allocated to Settlement Class Members with valid claims. The Recognized Loss formula is not intended to be an estimate of the amount that a Settlement Class Member might have been able to recover after a trial; it also is not an estimate of the amount that will be paid to Settlement Class Members pursuant to the Settlement. You can calculate your Recognized Loss by following the instructions in the proposed Plan of Allocation at pages 12-15 of the Notice.

It is unlikely that you will get a payment for all of your Recognized Loss. After all Settlement Class Members have sent in their Proof of Claim forms, the payment you get will be a share of the Net Settlement Fund equal to your proportional share of the Recognized Losses of all Authorized Claimants.

To qualify for a payment, you must submit a Proof of Claim form. The Claims Administrator will process your claim and determine whether you are an Authorized Claimant.

A Proof of Claim form is enclosed with the Notice and may also be downloaded on the File a Claim page of this website or submitted online using the website claim portal. Read the instructions carefully, fill out the form, include all the documents that the form requests, sign it, and mail or submit it online so that it is postmarked no later than May 30, 2026. The Claim Form may be submitted online or mailed to:

GSX Securities Settlement
c/o JND Legal Administration
P.O. Box 91131
Seattle, WA 98111
Telephone: 855-779-3369
info@GSXSecuritiesSettlement.com

The Court will hold a Settlement Hearing on June 4, 2026 at 10:00 am to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals afterwards. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient.

If you are a member of the Settlement Class, unless you exclude yourself from the Settlement Class by the May 28, 2026 deadline, you will remain a member of the Settlement Class and will be bound by the release of claims against Defendants and other Released Defendant Parties if the Settlement is approved. That means you and all other Settlement Class Members and each of your respective heirs, executors, trustees, administrators, predecessors, successors, and assigns, in their capacities as such, will release (agreeing never to sue, continue to sue, or be part of any other lawsuit) as against Defendants and other Released Defendant Parties any and all claims and causes of action of every nature and description, whether known or Unknown, contingent or absolute, mature or not mature, liquidated or unliquidated, accrued or not accrued, concealed or hidden, regardless of legal or equitable theory and whether arising under federal, state, common, or foreign law, that Plaintiffs or any other member of the Settlement Class:  (1) asserted in the Action; or (2) could have asserted in the Action or any forum that arise out of, are based upon, or relate to, both (i) the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Action and (ii) the purchase or acquisition of GSX Securities during the Class Period (“Released Plaintiffs’ Claims”). Released Plaintiffs’ Claims shall not include claims to enforce the Settlement. It also means that all of the Court’s orders and the Judgment will apply to you and legally bind you. That means you will accept a share of the Net Settlement Fund as sole compensation for any losses you suffered in the purchase or other acquisition of GSX Securities during the Class Period. Additional specific terms of the release are included in the Stipulation available at www.GSXSecuritiesSettlement.com.

To exclude yourself from the Settlement Class, you must mail a letter or submit an email stating that you request to be “excluded from the Settlement Class Wu v. GSX Techedu, Inc., et al.. Case No. 2:20-cv-04457-MEF-JRA (D.N.J.)”. To be valid, the letter must state (1) your name, address, telephone number, and e-mail address (if any); and (2) the date(s), price(s), and number(s) of GSX Securities purchased or acquired during the Class Period. In order to be valid, such request for exclusion must be submitted with documentary proof (i) of each purchase or acquisition, and, if applicable, sale transaction of GSX Securities during the Class Period and (ii) demonstrating your status as a beneficial owner of the GSX Securities. Any request for exclusion must be signed and submitted by you, as the beneficial owner.

If submitting by mail: You must submit your exclusion request so that it is received no later than May 28, 2026 at:

GSX Securities Settlement – EXCLUSIONS
c/o JND Legal Administration
P.O. Box 91131
Seattle, WA 98111
Telephone: 855-779-3369

If submitting by email: You must submit your exclusion request to info@GSXSecuritiesSettlement.com no later than 11:59 p.m. Eastern Time on May 28, 2026.

You cannot exclude yourself by telephone. If you properly exclude yourself, you will not receive a payment from the Net Settlement Fund, you cannot object to the Settlement, and you will not be legally bound by any orders or the judgment in this case.

No. Unless you exclude yourself by following the instructions above, you give up any rights to sue the Defendants or the other Released Defendant Parties for the claims being released in this Settlement. If you have a pending lawsuit against the Released Defendant Parties or related to any Released Plaintiffs’ Claims, speak to your lawyer in that case immediately, since you must exclude yourself from this Settlement Class to continue your own lawsuit. Remember, the exclusion deadline is May 28, 2026.

No. If you exclude yourself, you may not send in a Proof of Claim to ask for any money.

The Court has appointed Pomerantz LLP as Lead Counsel to the Settlement Class, to represent you and the other Settlement Class Members. If you want to be represented by your own lawyer, you may hire one at your own expense and they may file a notice of appearance in the Action. Contact information for Pomerantz LLP is provided on the Contact Us page of this website.

Lead Counsel, Pomerantz LLP, have expended considerable time litigating this Action on a contingent-fee basis and have paid for the expenses of the case themselves. They have not been paid attorneys’ fees or for their expenses in advance of this Settlement. Lead Counsel will file a motion, on behalf of Plaintiffs’ Counsel, prior to the Settlement Hearing asking the Court for an award of attorneys’ fees in an amount not greater than 33.3% of the Settlement Fund, equaling $3,163,500 plus interest, plus reimbursement of litigation expenses and compensatory awards to Plaintiffs of no more than $500,000. The Court may award less than these amounts. Any amounts awarded by the Court will come out of the Settlement Fund.

If you are a Settlement Class Member, you can tell the Court you do not agree with the proposed Settlement, any part of the Settlement, the proposed Plan of Allocation, and/or Lead Counsel’s motion for attorneys’ fees and expenses and application for compensatory awards to Plaintiffs. You can write to the Court setting out your objection. The Court will consider your views.

To object, you must send a signed letter or email saying that you object to the proposed Settlement in Wu v. GSX Techedu, Inc., et al., Case No. 2:20-cv-04457-MEF-JRA (D.N.J.). You must include (1) your name, address, telephone number, e-mail, and your signature; (2) sufficient documentation of the date(s), price(s), and amount(s) of GSX Securities that you purchased or otherwise acquired during the Class Period, in order to show membership in the class; and (3) the objection(s) and the specific reasons for each objection, including whether it applies only to the objector (you), to a specific subset of the Settlement Class, or to the entire Settlement Class, and any legal and evidentiary support, and witnesses the Settlement Class Member wishes to bring to the Court’s attention. If you are represented by counsel, you must also provide the name, address and telephone number of all counsel, if any, who represent you, including your former or current counsel who may be entitled to compensation in connection with the objection; the number of times you and your counsel has filed an objection to a class action settlement in the last five years; the nature of each such objection in each case; and the name and docket number of each case.

Attendance at the Settlement Hearing is not necessary. Objectors wishing to be heard orally at the Settlement Hearing must indicate in their written objection that they intend to participate in the Settlement Hearing and identify any witnesses they may call to testify or exhibits they intend to introduce into evidence at the Settlement Hearing.

You must also mail or deliver copies of any objections, papers and briefs to the address (the email address if submitting by email) listed below, such that they are received no later than May 28, 2026.

Claims Administrator
GSX Securities Settlement – OBJECTIONS
c/o JND Legal Administration
P.O. Box 91131
Seattle, WA 98111
Telephone: 855-779-3369
info@GSXSecuritiesSettlement.com

Objecting is simply telling the Court you do not like something about the Settlement or some portion of it. You can object only if you stay in the Settlement Class.

Requesting exclusion is telling the Court you do not want to be part of the Settlement Class or the Settlement. If you exclude yourself, you cannot object to the Settlement because it no longer concerns you. If you stay in the Settlement Class and object, but your objection is overruled, you will not be allowed a second opportunity to exclude yourself.

The Court will hold a Settlement Hearing, either in person or remotely at the Court’s discretion, on June 4, 2026 at 10:00 a.m. at the Martin Luther King Building & United States Courthouse, 50 Walnut Street, Courtroom PO #4, Newark, New Jersey 07101.

At this hearing, the Court will consider whether the proposed Settlement is fair, reasonable, and adequate and should be approved by the Court; whether an Order and Final Judgment as provided for in the Stipulation should be entered; and whether the proposed Plan of Allocation should be approved. If there are objections, the Court will consider them, and the Court will listen to people who have asked to speak at the hearing. The Court may also decide how much should be awarded to Lead Counsel for attorneys’ fees and expenses and compensatory awards to Plaintiffs for their service to the Settlement Class.

We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Hearing, or decide to hold it remotely, without another notice being mailed to Settlement Class Members. If you want to attend the hearing, you should check with Lead Counsel or this website, beforehand to be sure that the date and/or time has not changed.

No. Lead Counsel will answer any questions the Court may have. However, you are welcome to attend at your own expense. If you send an objection, you do not have to come to Court to talk about it.  As long as you submit your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval.

If you object, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see question, "How do I tell the Court that I object to the proposed Settlement, the Fee and Expense Application, and/or the Plan of Allocation?") a statement that you “intend to appear in Wu v. GSX Techedu, Inc., et al., Case No. 2:20-cv-04457-MEF-JRA (D.N.J.).” Persons who intend to object to the Settlement or any part of it, and desire to present evidence at the Settlement Hearing, must include in their written objection the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing. You cannot speak at the hearing if you exclude yourself.

If you do nothing, you will not receive a payment from the Settlement. However, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants or the Released Defendant Parties about the Released Plaintiffs’ Claims (as defined in the Stipulation) ever again.

The Notice summarizes the proposed Settlement. More details are in the Stipulation and Agreement of Settlement dated June 5, 2025.  The Stipulation is the controlling document describing the proposed Settlement, and its terms govern anything to the contrary in the Notice. You can get a copy of the Stipulation and other documents related to the Settlement including the Fee and Expense Application, and obtain answers to common questions regarding the proposed Settlement by visiting this website or by contacting the Claims Administrator at info@GSXSecuritiesSettlement.com or toll-free at 855-779-3369.

For even more detailed information concerning the matters involved in this Litigation, see the pleadings filed in the case, the papers filed in support of the Settlement and the Fee and Expense Application, and the orders entered by the Court, which will be posted on the Important Documents page of this website. For a fee, all papers filed in this Action are also available at https://www.pacer.gov.