SEC Filing | UP Fintech Holding Limited

SCHEDULE 13G

CUSIP No.

91531W106

Names of Reporting Persons

Tianhua Wu

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 521,733,427.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 295,611,722.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

521,733,427.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

18.3 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The shares reported in row 5 represent (i) 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs which are directly and indirectly held by Mr. Tianhua Wu; (ii) 198,957,270 Class A Ordinary Shares in the form of ADSs issued under the UP Fintech Holding Limited 2018 Share Incentive Plan, the 2019 Performance Incentive Plan and the Amended and Restated 2019 Performance Incentive Plan (each a "Plan" and, collectively, the "Plans") with the voting rights irrevocably and unconditionally entrusted to Mr. Tianhua Wu; (iii) 27,164,435 Class A Ordinary Shares held by Kastle Limited for the benefit of certain participants of the Plans, with the voting rights irrevocably and unconditionally entrusted to Mr. Tianhua Wu. The shares reported in row 7 represent (i) 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs which are directly and indirectly held by Mr. Tianhua Wu. Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.

SCHEDULE 13G

CUSIP No.

91531W106

Names of Reporting Persons

Sky Fintech Holding Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 295,611,722.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 295,611,722.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

295,611,722.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

10.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited. Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.

SCHEDULE 13G

CUSIP No.

91531W106

Names of Reporting Persons

Sky Tiger Investment Holding Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

VIRGIN ISLANDS, U.S.

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 295,611,722.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 295,611,722.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

295,611,722.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

10.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which is wholly-owned by Sky Tiger Investment Holding Limited. Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.

SCHEDULE 13G

CUSIP No.

91531W106

Names of Reporting Persons

Lightspeed Rise Holdings Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 295,611,722.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 295,611,722.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

295,611,722.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

10.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which is indirectly wholly-owned by Lightspeed Rise Holdings Limited through its wholly-owned subsidiary, Sky Tiger Investment Holding Limited. Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.

SCHEDULE 13G

CUSIP No.

91531W106

Names of Reporting Persons

Tiger Family Trust

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 295,611,722.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 295,611,722.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

295,611,722.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

10.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which is indirectly wholly-owned by Lightspeed Rise Holdings Limited, which is in turn controlled by Tiger Family Trust, a trust established under the laws of Hong Kong and managed by Kastle Limited as the trustee.Mr. Tianhua Wu is the settlor of Tiger Family Trust, and Mr. Tianhua Wu and his family are the trust's beneficiaries. Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.

SCHEDULE 13G

CUSIP No.

91531W106

Names of Reporting Persons

Tiger ESOP Trust

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 41,573,460.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 41,573,460.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

41,573,460.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

1.5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The shares reported above represent 27,164,385 Class A Ordinary Shares and 14,409,075 Class A Ordinary Shares in the form of ADSs held by Kastle Limited, under Tiger ESOP Trust that is managed by Kastle Limited as trustee, for benefit of certain participants of the Plans. Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.

SCHEDULE 13G

CUSIP No.

91531W106

Names of Reporting Persons

Tiger ESOP Trust II

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 50.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 50.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

50.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The shares reported above represent 50 Class A Ordinary Shares held by Kastle Limited, under Tiger ESOP Trust II that is managed by Kastle Limited as trustee, for benefit of certain participants of the Plans. Row 11 is calculated based on a total of 2,747,878,321outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

UP Fintech Holding Limited

(b)

Address of issuer's principal executive offices:

1 Raffles Place, #35-61 One Raffles Place, Singapore (048616)

Item 2.

(a)

Name of person filing:

(i) Tianhua Wu (ii) Sky Fintech Holding Limited (iii) Sky Tiger Investment Holding Limited (iv) Lightspeed Rise Holdings Limited (v) Tiger Family Trust (vi) Tiger ESOP Trust (vii) Tiger ESOP Trust II (collectively, the "Reporting Persons")

(b)

Address or principal business office or, if none, residence:

Each of Tianhua Wu, Sky Fintech Holding Limited and Sky Tiger Investment Holding Limited: 18/F, Grandyvic Building, No.1 Building, No.16 Taiyanggong Middle Road, Chaoyang District, Beijing, 100020 PRC Each of Lightspeed Rise Holdings Limited, Tiger Family Trust, Tiger ESOP Trust and Tiger ESOP Trust II: 23/F, Li Po Chun Chambers, NO.189 Des Voeux Road Central,Sheung Wan,Hong Kong

(c)

Citizenship:

Tianhua Wu: People's Republic of China Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited and Lightspeed Rise Holdings Limited: British Virgin Islands Each of Tiger Family Trust, Tiger ESOP Trust and Tiger ESOP Trust II: Hong Kong

(d)

Title of class of securities:

Class A ordinary shares, par value $0.00001 per share; American Depositary Shares

(e)

CUSIP No.:

91531W106

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

Tianhua Wu: 521,733,427 Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 295,611,722 Tiger ESOP Trust: 41,573,460 Tiger ESOP Trust II: 50

(b)

Percent of class:

Tianhua Wu: 18.3% Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 10.4% Tiger ESOP Trust: 1.5% Tiger ESOP Trust II: 0.0% %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

Tianhua Wu: 295,611,722 Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 295,611,722 Tiger ESOP Trust: 41,573,460 Tiger ESOP Trust II: 50

(iv) Shared power to dispose or to direct the disposition of:

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tianhua Wu

Signature:	/s/Tianhua Wu
Name/Title:	Tianhua Wu
Date:	02/13/2026

Sky Fintech Holding Limited

Signature:	/s/Tianhua Wu
Name/Title:	Director
Date:	02/13/2026

Sky Tiger Investment Holding Limited

Signature:	/s/Tianhua Wu
Name/Title:	Director
Date:	02/13/2026

Lightspeed Rise Holdings Limited

Signature:	/s/Yansong Su
Name/Title:	Authorized signatories for and on behalf of Kastle Limited, acting as the director
Date:	02/13/2026

Tiger Family Trust

Signature:	/s/Yansong Su
Name/Title:	Authorized signatories for and on behalf of Kastle Limited, acting as the trustee
Date:	02/13/2026

Tiger ESOP Trust

Signature:	/s/Yansong Su
Name/Title:	Authorized signatories for and on behalf of Kastle Limited, acting as the trustee
Date:	02/13/2026

Tiger ESOP Trust II

Signature:	/s/Yansong Su
Name/Title:	Authorized signatories for and on behalf of Kastle Limited, acting as the trustee
Date:	02/13/2026

Comments accompanying signature: N/A

Exhibit Information

Exhibit 1 - Joint Filing Agreement