Youdao (DAO) SVP Wu Yinghui reports options, RSUs and 1.64M Class B shares

Rhea-AI Filing Summary

Youdao, Inc. Senior Vice President Wu Yinghui discloses existing equity holdings in the company. The report shows stock options over 20,000 Class A ordinary shares, an indirect holding of 1,640,000 Class B ordinary shares through Ice River Tech, Inc., and 8,750 restricted share units. Footnotes state the option grant, covering 20,000 Class A shares at an exercise price of $4.5 per share, was granted on January 25, 2021 and expires on January 26, 2027. The time-based RSU award was granted on May 30, 2025, with 3,750 shares scheduled to vest on September 1, 2026 and 5,000 shares on September 1, 2027. No purchases or sales are indicated; this report describes existing positions.

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

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1. Name and Address of Reporting Person^*

Wu Yinghui

(Last) (First) (Middle)

BUILDING NO. 7, WEST ZONE, NO. 10 YARD

XIBEIWANG EAST ROAD, HAIDIAN DISTRICT

(Street)

BEIJING CHINA 100193

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Youdao, Inc. [ DAO ]

3a. Foreign Trading Symbol

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

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 Shares	1,640,000	I	by Ice River Tech, Inc., a British Virgin Islands company wholly owned by Wu Yinghui
Restricted Share Unit(1)	8,750	D

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
Option(2)	(2)	(2)	Class A Ordinary Shares	20,000	(2)	D

Explanation of Responses:

1. This time-based RSU award was granted on May 30, 2025, with no expiration date, subject to the terms and conditions of the underlying award agreement. 3,750 shares scheduled to vest on September 1, 2026, 5,000 shares scheduled to vest on September 1, 2027, all of which with no exercise price.

2. This Option award was granted on January 25, 2021, expiring on January 26, 2027, with the exercise price of $4.5 per share. All the award has been vested.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Liting Ren, as Attorney-in-Fact for Wu Yinghui	03/18/2026
	** 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.
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* Form 3: SEC 1473 (03-26)

FAQ

What insider ownership does Wu Yinghui report in Youdao (DAO)?

Wu Yinghui reports a mix of direct and indirect equity interests in Youdao. The holdings include stock options over 20,000 Class A ordinary shares, 1,640,000 Class B ordinary shares held via Ice River Tech, Inc., and 8,750 restricted share units scheduled to vest over time.

How many Youdao (DAO) Class B shares are held through Ice River Tech, Inc.?

1,640,000 Class B ordinary shares are held through Ice River Tech, Inc. The report states these shares are owned indirectly, as Ice River Tech, Inc. is a British Virgin Islands company wholly owned by Wu Yinghui, reflecting a substantial indirect ownership position in Youdao.

What are the key terms of Wu Yinghui’s Youdao stock option award?

The option covers 20,000 Class A ordinary shares at $4.5 per share. It was granted on January 25, 2021, expires on January 26, 2027, and the footnote notes that all of the award has vested, providing exercisable equity exposure.

How are Wu Yinghui’s restricted share units in Youdao (DAO) scheduled to vest?

The RSU award totals 8,750 shares with two scheduled vesting dates. 3,750 shares are scheduled to vest on September 1, 2026, and 5,000 shares on September 1, 2027, according to the time-based award granted on May 30, 2025.

Does this Youdao (DAO) insider report show any recent share purchases or sales?

No recent purchases or sales are indicated in this insider report. The entries are categorized as holdings, listing existing stock options, indirect Class B ordinary share ownership, and restricted share units, rather than documenting new buy or sell transactions in the company’s shares.