Youdao (DAO) SVP Peng Su reports option and RSU awards in Form 3

Rhea-AI Filing Summary

Youdao, Inc. Senior Vice President Peng Su has filed an initial ownership report detailing his equity awards in the company. The filing shows option awards over 250,000 and 20,000 Class A Ordinary Shares, granted at exercise prices of $3.5 and $4.5 per share, respectively, each fully vested and expiring on May 31, 2027 and January 26, 2027. It also lists a time-based restricted share unit award of 8,750 shares granted on May 30, 2025, with 3,750 shares scheduled to vest on September 1, 2026 and 5,000 shares scheduled to vest on September 1, 2027, all with no exercise price. This report records existing holdings rather than new market purchases or sales.

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^*

Peng Su

(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)
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	250,000	(2)	D
Option(3)	(3)	(3)	Class A Ordinary Shares	20,000	(3)	D(3)

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 May 30, 2019, expiring on May 31, 2027, with the exercise price of $3.5 per share. All the award has been vested.

3. 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 Peng Su	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.
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.
* Form 3: SEC 1473 (03-26)

FAQ

What does Peng Su’s Form 3 filing for Youdao (DAO) show?

Peng Su’s Form 3 reports his existing equity awards in Youdao, Inc., not new trades. It lists vested stock options over 270,000 Class A Ordinary Shares and a 8,750-share time-based RSU grant with future vesting dates and no exercise price.

How many Youdao (DAO) stock options does Peng Su hold?

Peng Su holds options linked to 250,000 and 20,000 Class A Ordinary Shares of Youdao. These option awards are fully vested, have exercise prices of $3.5 and $4.5 per share, and expire on May 31, 2027 and January 26, 2027, respectively.

What restricted share units (RSUs) are reported for Peng Su in Youdao (DAO)?

The filing lists a time-based RSU award of 8,750 Youdao shares granted on May 30, 2025. Of these, 3,750 shares are scheduled to vest on September 1, 2026 and 5,000 shares on September 1, 2027, all with no exercise price required.

Does Peng Su’s Youdao (DAO) Form 3 indicate stock buying or selling?

No, the Form 3 does not indicate that Peng Su bought or sold Youdao shares. It simply records his existing option and RSU awards and their terms, as required when an insider becomes subject to SEC reporting rules.

What is the significance of the exercise prices in Peng Su’s Youdao (DAO) options?

The options have exercise prices of $3.5 and $4.5 per share, meaning Peng Su can purchase Youdao Class A shares at those fixed prices before expiry. These terms define the potential cost and value of exercising his vested options in the future.

When do Peng Su’s Youdao (DAO) equity awards expire or vest?

His reported options expire on May 31, 2027 and January 26, 2027. The time-based RSU grant has no expiration date, but 3,750 shares vest on September 1, 2026 and 5,000 shares vest on September 1, 2027 under the award agreement.