Tuya Inc 6-K, filed Mar 27, 2026
Tuya Inc. (TUYA)
About this 6-K
Tuya Inc filed this 6-K on March 27, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number: 001-40210
Tuya Inc.
10/F, Building A, Huace Center
Xihu District, Hangzhou City
Zhejiang, 310012
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXPLANATORY NOTE
We made an announcement dated March 27, 2026 with The Stock Exchange of Hong Kong Limited in relation to the grant of restricted share units pursuant to the 2024 Share Scheme. We also submitted a next day disclosure return form dated March 18, 2026 to The Stock Exchange of Hong Kong Limited in relation to the changes in our issued share capital and/or share buybacks. For details, please refer to the exhibits to this current report on Form 6-K.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Announcement –– Grant of Restricted Share Units Pursuant to the 2024 Share Scheme | |
| 99.2 | Next Day Disclosure Return Dated March 18, 2026 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Tuya Inc. | |||
| By | : | /s/ Yi (Alex) Yang | |
| Name | : | Yi (Alex) Yang | |
| Title | : | Chief Financial Officer | |
Date: March 27, 2026
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Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Tuya Inc.
塗鴉智能*
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(HKEX Stock Code: 2391)
(NYSE Stock Ticker: TUYA)
GRANT OF RESTRICTED SHARE UNITS
PURSUANT TO THE 2024 SHARE SCHEME
Pursuant to Rule 17.06A, Rule 17.06B and Rule 17.06C of the Listing Rules, the Board announces that on March 27, 2026, the Company has resolved to grant 100,000 RSUs to four employees of the Group to subscribe for an aggregate of 100,000 Class A Ordinary Shares under the 2024 Share Scheme, subject to respective acceptance by the Grantees. The Grants are subject to the terms and conditions of the 2024 Share Scheme and the award agreements entered into between the Company and each of the Grantees.
Details of the Grants are set out below:
| Date of the Grants | : | March 27, 2026 (after trading hours during Hong Kong Time) |
| Grantees | : | Four employees of the Group, who are eligible participants pursuant to the 2024 Share Scheme |
| Aggregate number of Class A Ordinary Shares underlying the RSUs granted | : | 100,000 |
| Purchase price of the RSUs granted | : | Nil |
| Market price of the Class A Ordinary Shares or ADSs on the date of the Grants | : | HK$18.79 per Class A Ordinary Share, for Class A Ordinary Shares traded on the Stock Exchange on March 27, 2026 (Hong Kong Time). |
| US$2.36 per ADS, for ADSs traded on the New York Stock Exchange on March 26, 2026 (U.S. Eastern Time), being the trading day on the New York Stock Exchange immediately preceding the date of the Grants. |
* For identification purpose only
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| Vesting period | : | In accordance with the 2024 Share Scheme, the total vesting period for the RSUs is 24 months or 48 months, where all of the RSUs shall vest after 12 months from the date of respective Grants. |
| Performance target | : | The vesting of the RSUs to the Grantees is not subject to any performance targets. |
| Clawback mechanism | : | The Grants (including any amounts or benefits arising from the Grants) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time. The Grants would be subject to tax withholding by the Company in connection with settlement of RSUs pursuant to the terms and conditions of the 2024 Share Scheme. |
There was no arrangement for the Company or any of its subsidiaries to provide financial assistance to Grantees to facilitate the purchase of Shares underlying the RSUs in relation to the Grants.
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Grantees is (i) a Director, or a chief executive, or a substantial Shareholder, or an associate of any of them or senior manager of the Company; (ii) a participant with options and awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider with options and awards granted and to be granted exceeding 0.1% of the total issued Shares (excluding treasury shares, if any) in any 12-month period up to and including the date of the Grant. The Grants are not subject to approval of the Shareholders.
The purpose of the Grants is to provide additional incentives to the Grantees and to encourage and retain the Grantees to make contributions to the long-term development of the Group.
Number of Shares Available for Future Grants
The Grants will be satisfied through utilizing the Class A Ordinary Shares or equivalent ADSs each representing one Class A Ordinary Share registered in the name of the depositary bank, within the plan limit of the 2024 Share Scheme. As at the date of this announcement and following the Grants, 56,980,259 underlying Class A Ordinary Shares remain available for future grants under the Scheme Limit, and 5,745,925 underlying Class A Ordinary Shares remain available for future grants under the Service Providers Sublimit.
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Definitions
In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:
| “2024 Share Scheme” | the share scheme our Company adopted on June 20, 2024, as amended from time to time |
| “ADS(s)” | American Depositary Share(s), each representing one Class A Ordinary Share |
| “associate” | has the meaning ascribed to it under the Listing Rules |
| “Board” | the board of Directors |
| “Class A Ordinary Share” | Class A ordinary share(s) in the share capital of the Company with a par value of US$0.00005 each, conferring a holder of a Class A ordinary share one vote per share on any resolution tabled at the Company’s general meetings |
| “Class B Ordinary Share(s)” | Class B ordinary share(s) in the share capital of the Company with a par value of US$0.00005 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is currently entitled to ten votes per Share on any resolution tabled at the Company’s general meetings, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per Share |
| “Company” | Tuya Inc., an exempted company with limited liability incorporated in the Cayman Islands on August 28, 2014 |
| “Director(s)” | the director(s) of the Company |
| “Grant(s)” | the grant(s) of RSUs to the Grantees to subscribe for 100,000 Class A Ordinary Shares pursuant to the 2024 Share Scheme |
| “Grantee(s)” | four employees of the Group |
| “Group” | the Company, its subsidiaries and the consolidated affiliated entities from time to time |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
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| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “Reserved Matters” | those resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Listing Rules and the memorandum and articles of association of the Company, being: (i) any amendment to the memorandum of association or articles of association of the Company, (ii) the variation of the rights attached to any class of Shares, (iii) the appointment, election or removal of any independent non- executive Director, (iv) the appointment or removal of the Company’s auditors, and (v) the voluntary liquidation or winding- up of the Company |
| “RSU(s)” | restricted share unit(s) |
| “Scheme Limit” | The maximum number of Class A Ordinary Shares and/or ADSs which may be issued pursuant to the awards granted and to be granted under the 2024 Share Scheme, when aggregated with the number of Class A Ordinary Shares and/or ADSs which may be issued pursuant to other awards schemes of the Company, is 57,459,259 Class A Ordinary Shares, representing 10% of the total number of Shares in issue as of June 20, 2024 (being the date of adoption of the 2024 Share Scheme) (for the avoidance of doubt, including Class A Ordinary Shares and Class B Ordinary Shares but excluding any treasury shares), unless Shareholders approve a further refreshment or Shareholders’ approval is obtained in compliance with the Listing Rules |
| “Service Providers Limit” | The maximum number of Class A Ordinary Shares and/or ADSs which may be issued pursuant to the awards granted and to be granted to service providers under the 2024 Share Scheme is 5,745,925 Class A Ordinary Shares, representing 1% of the total number of Shares in issue as of June 20, 2024 (being the date of adoption of the 2024 Share Scheme) (for the avoidance of doubt, including Class A Ordinary Shares and Class B Ordinary Shares but excluding any treasury shares), unless Shareholders approve a further refreshment or Shareholders’ approval is obtained in compliance with the Listing Rules |
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| “Shareholder(s)” | holder(s) of Shares and, where the context requires, ADS(s) |
| “Shares” | the Class A Ordinary Share(s) and Class B Ordinary Share(s) in the share capital of the Company, as the context so requires |
| “US$” | U.S. dollars, the lawful currency of the United States of America |
| By order of the Board | |
| Tuya Inc. | |
| WANG Xueji | |
| Chairman |
Hong Kong, March 27, 2026
As at the date of this announcement, the Board comprises Mr. WANG Xueji, Mr. CHEN Liaohan, Mr. YANG Yi and Ms. ZHANG Yan as executive Directors; and Mr. HUANG Sidney Xuande, Mr. QIU Changheng, Mr. KUOK Meng Xiong (alias GUO Mengxiong) and Mr. YIP Pak Tung Jason as independent non-executive Directors.
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| FF305 Page 1 of 5 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: Tuya Inc. Date Submitted: 18 March 2026 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02391 Description A. Changes in issued shares or treasury shares Changes in issued shares Changes in treasury (excluding treasury shares) shares Events Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares (Note 3) Opening balance as at (Note 1) 28 February 2026 542,479,698 0 542,479,698 1). Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved Exercise of options or restricted share units by employees (other than directors) pursuant to the 2015 Equity Incentive Plan Date of changes 18 March 2026 81,250 0.0133 % USD 0.00005 Closing balance as at (Notes 5 and 6) 18 March 2026 542,560,948 0 542,560,948 |
| FF305 Page 2 of 5 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Repurchase of shares (or other securities) but not cancelled Date of changes 30 December 2025 2,000 % HKD 17.119 2). Repurchase of shares (or other securities) but not cancelled Date of changes 31 December 2025 3,400 % HKD 16.9253 Remarks: Issued shares as a % of existing number of issued shares before relevant share issue calculated based on the Company's total number of issued shares of 612,642,951 shares (comprising 542,479,698 Class A ordinary shares and 70,163,253 Class B ordinary shares). |
| FF305 Page 3 of 5 v 1.3.0 Confirmation Not applicable Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “Identical” means in this context: - the securities are of the same nominal value with the same amount called up or paid up; - they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and - they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| FF305 Page 4 of 5 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Not applicable |
| FF305 Page 5 of 5 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Wang Xuechen (Name) Title: Associate Director, Investor Ralations (Director, Secretary or other Duly Authorised Officer) |
