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Xu Yi of Bilibili (NASDAQ: BILI) details share and forward contract holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Bilibili Inc. president and director Xu Yi filed an initial ownership report showing his current stakes in the company. He directly holds 45,000 Class Z Ordinary Shares and has indirect interests in 24,467,208 Class Y Ordinary Shares through Kami Sama Limited and The Homur Trust structure.

The filing also notes a Forward Sale Contract tied to Class Z Ordinary Shares, reflecting prepaid variable forward sale arrangements entered by Kami Sama to deliver up to 1,500,000, 400,000 and 1,000,000 American Depositary Shares, with related maturities in 2027. Each ADS represents one Class Z Ordinary Share.

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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*
Xu Yi

(Last) (First) (Middle)
C/O BILIBILI INC., BLDG. 3 GUOZHENG CNTR
NO. 485 ZHENGLI ROAD, YANGPU DISTRICT

(Street)
SHANGHAI F4 200433

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2026
3. Issuer Name and Ticker or Trading Symbol
Bilibili Inc. [ BILI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
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 Z Ordinary Shares(1) 45,000 D
Class Y Ordinary Shares 24,467,208 I See footnote(2)
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
Forward Sale Contract (obligation to sell) (3)(4) (3)(4) Class Z Ordinary Shares (3)(4) (3)(4) I See footnote(3)(4)
Explanation of Responses:
1. The Class Z Ordinary Shares are held in the form of American Depositary Shares ("ADSs"). Each ADS represents one (1) Class Z Ordinary Share.
2. Represents securities held by Kami Sama Limited (the "Kami Sama"). Kami Sama is controlled by The Homur Trust, a trust established under the laws of Cayman Islands (the "Trust") and managed by TMF (Cayman) Ltd. as the trustee. Mr. Xu is the settlor of the Trust, and Mr. Xu and his family members are the Trust's beneficiaries.
3. On each of March 26, 2025, September 26, 2025 and December 11, 2025, Kami Sama entered into a prepaid variable forward sale contract with an unaffiliated third party buyer (the "Buyer"). Each of these contracts obligates Kami Sama to deliver to the Buyer up to 1,500,000, 400,000 and 1,000,000 ADSs of the Issuer (the "Underlying ADSs"), respectively (or, at Kami Sama's election, an equivalent amount of cash based on the volume weighted average price of the ADS on the relevant valuation date(s) (the "Settlement Price")). Half of the first contract will mature on March 31, 2027, with the remaining half maturing on May 31, 2027, and the remaining two contracts will mature on, September 29, 2027 and December 17, 2027, respectively. Kami Sama pledged the Underlying ADSs to secure its obligations under the contracts. Each contract specifies the "Forward Floor Price" and "Forward Cap Price," [footnote continued]
4. [Continued from footnote] which are based on the volume-weighted average price at which the Buyer established its hedge position during the initial hedge period. The number of ADSs to be delivered by Kami Sama to the Buyer on the maturity date is determined as follows: (a) if the Settlement Price is equal to less than the Forward Floor Price, the Underlying ADSs for such contract; (b) if the Settlement Price is between the Forward Floor Price and the Floor Cap Price, a number of ADSs equal to the product of (i) the Underlying ADSs and (ii) a percentage obtained by dividing the Forward Floor Price by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, a number of ADSs equal to the product of (i) the Underlying ADSs multiplied by (ii) a percentage obtained by dividing (1) the Forward Floor Price plus the difference between the Settlement Price and the Forward Cap Price by (2) the Settlement Price.
/s/ Yi Xu 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 Xu Yi’s Form 3 for Bilibili (BILI) disclose?

The Form 3 discloses Xu Yi’s initial beneficial ownership in Bilibili. He directly holds 45,000 Class Z Ordinary Shares and has indirect interests in 24,467,208 Class Y Ordinary Shares through Kami Sama Limited and The Homur Trust structure, establishing his baseline ownership position.

How many Bilibili Class Y Ordinary Shares does Xu Yi indirectly hold?

Xu Yi indirectly holds 24,467,208 Class Y Ordinary Shares. These securities are held by Kami Sama Limited, which is controlled by The Homur Trust, managed by TMF (Cayman) Ltd., with Xu as settlor and Xu and his family members as beneficiaries.

What direct Bilibili Class Z Ordinary Share holdings does Xu Yi report?

Xu Yi reports direct ownership of 45,000 Class Z Ordinary Shares. The filing clarifies that Class Z Ordinary Shares are represented by American Depositary Shares, with each ADS corresponding to one Class Z Ordinary Share, providing a clear view of his direct equity exposure.

How are Bilibili American Depositary Shares (ADSs) related to Class Z Ordinary Shares?

Each Bilibili American Depositary Share represents one Class Z Ordinary Share. The filing specifies this 1:1 ratio, meaning ADS counts and Class Z Ordinary Share counts are numerically equivalent, which helps investors translate between ADS holdings and underlying ordinary share interests.

What prepaid variable forward sale contracts involving Bilibili ADSs are described?

Kami Sama Limited entered prepaid variable forward sale contracts on March 26, 2025, September 26, 2025 and December 11, 2025. These contracts cover up to 1,500,000, 400,000 and 1,000,000 Bilibili ADSs, respectively, with settlement mechanics based on future volume-weighted average prices.

When do the Bilibili ADS forward sale contracts reported in Xu Yi’s Form 3 mature?

Half of the first forward contract matures on March 31, 2027 and the remaining half on May 31, 2027. The other two contracts mature on September 29, 2027 and December 17, 2027, defining the key future settlement dates for the pledged underlying ADSs.
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