Agora (API) CEO Zhao Bin details major shareholdings and equity awards

Rhea-AI Filing Summary

Agora, Inc. filed an initial ownership report for Chief Executive Officer Zhao Bin, detailing his equity interests in the company. The filing shows direct derivative awards covering 2,250,000 ADSs under an incentive stock option with a $4.50 exercise price and an additional 2,250,000 ADSs underlying RSUs, both expiring on September 3, 2035.

The option vests 50% on September 4, 2028, with the remainder vesting monthly over the next thirty-six months. The RSUs vest in three equal tranches tied to both the same September 4, 2028 date and share price hurdles of $6.00, $10.00, and $15.00 for the company’s ADSs. Zhao Bin also has substantial indirect holdings, including 76,179,938 Class B Ordinary Shares through Much ado Limited, and 7,267,029 Class A Ordinary Shares plus 1,610,603 ADSs through YY TZ LIMITED. One ADS represents four Class A Ordinary Shares.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Zhao Bin

(Last) (First) (Middle)

2804 MISSION COLLEGE BLVD

(Street)

SANTA CLARA CA 9505

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2026

3. Issuer Name and Ticker or Trading Symbol
Agora, Inc. [ API ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Ordinary Share	76,179,938	I	Much ado Limited
Class A Ordinary Share	7,267,029	I	YY TZ LIMITED
ADS(1)	1,610,603	I	YY TZ LIMITED

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (Right to Buy)	(2)	09/03/2035	ADSs	2,250,000	$4.5	D
RSU (Restricted Stock Unit)	(3)	09/03/2035	ADSs	2,250,000	$0	D

Explanation of Responses:

1. One ADS represents four Class A Ordinary Shares.

2. Fifty percent of the Shares subject to the Option shall vest on September 4, 2028, and the remaining Shares shall vest equally on the Vesting Commencement Date of each month thereafter (or the last day of the month should there's no corresponding date in such month) in the next thirty-six consecutive months.

3. One third of the RSUs shall vest immediately upon the later of (i) on September 4, 2028, or (ii) the average closing price of the Company's ADSs during any twenty consecutive trading days is not less than US$6.00. Another one third of the RSUs subject to this Award shall vest immediately upon the later of (i) on September 4, 2028, or (ii) the average closing price of the Company's ADSs during any twenty consecutive trading days is not less than US$10.00; and the remaining one third of the RSUs subject to this Award shall vest immediately upon the later of (i) on September 4, 2028, or (ii) the average closing price of the Company's ADSs during any twenty consecutive trading days is not less than US$15.00.

	ZHAO BIN	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Agora (API) CEO Zhao Bin’s Form 3 filing show?

The Form 3 shows Zhao Bin’s initial beneficial ownership in Agora, including large indirect stakes in Class A and Class B ordinary shares and significant option and RSU awards over ADSs, with detailed vesting schedules extending beyond September 4, 2028.

How many derivative awards over ADSs does Zhao Bin hold in Agora (API)?

Zhao Bin holds options and RSUs each linked to 2,250,000 ADSs. The stock options carry a $4.50 exercise price, while the RSUs have a zero exercise price but vest only after meeting specific time-based and share price performance conditions.

What are the vesting terms of Zhao Bin’s Agora (API) stock options?

Fifty percent of the option shares vest on September 4, 2028. The remaining shares vest in equal monthly installments over the next thirty-six consecutive months, creating a long-term incentive structure tied to continued service at Agora.

How do the RSUs for Agora (API) CEO Zhao Bin vest?

The RSUs vest in three equal tranches. Each tranche requires the later of September 4, 2028, and an average ADS closing price of at least $6.00, $10.00, and $15.00, respectively, over any twenty consecutive trading days.

What indirect shareholdings does Zhao Bin report in Agora (API)?

Zhao Bin reports indirect ownership of 76,179,938 Class B Ordinary Shares through Much ado Limited. He also indirectly holds 7,267,029 Class A Ordinary Shares and 1,610,603 ADSs through YY TZ LIMITED, reflecting substantial equity exposure to Agora.

How are Agora (API) ADSs related to Class A Ordinary Shares?

Each Agora ADS represents four Class A Ordinary Shares. This ratio means Zhao Bin’s ADS-linked options and RSUs correspond economically to a larger number of underlying Class A shares, aligning his incentives with ADS price performance in the market.