[SCHEDULE 13G/A] Youdao, Inc. Amended Passive Investment Disclosure

Youdao, Inc. ownership disclosure: Orbis Investment Management Limited reports beneficial ownership of 6,738,724 American Depositary Shares, representing 21.5% of the Class A ADSs.

Rhea-AI Filing Summary

Youdao, Inc. ownership disclosure: Orbis Investment Management Limited reports beneficial ownership of 6,738,724 American Depositary Shares, representing 21.5% of the Class A ADSs. The filing states Orbis has sole voting and sole dispositive power over these ADSs. The filing is an amendment to a Schedule 13G/A and is signed on 05/15/2026.

Insights

Institutional Ownership Analyst

Major passive holder reports 21.5% stake in ADSs.

Orbis Investment Management Limited declares beneficial ownership of 6,738,724 ADSs, equal to 21.5% of the class, with sole voting and dispositive authority. The ADS structure is 1 ADS = 1 Class A Ordinary Share, as stated.

The filing is a Schedule 13G/A amendment signed 05/15/2026. Holder disclosures like this signal visible ownership concentration; subsequent filings would show any change in voting or disposition powers.

Compliance & Regulatory Counsel

Amendment confirms applicable foreign regulatory comparability and withholding of Schedule 13D-level disclosures.

The signer certifies that Orbis's foreign regulatory scheme is "substantially comparable" to U.S. equivalents and undertakes to furnish additional information on request. The filing follows the Schedule 13G/A pathway for large passive investors.

Material governance outcomes depend on whether the position is passive; the filing lists sole voting power, but does not state intent to influence management in this excerpt.

Key Figures

Beneficial ownership: 6,738,724 ADSs Percent of class: 21.5% CUSIP: 98741T104 +2 more

5 metrics

Beneficial ownership 6,738,724 ADSs Amount beneficially owned reported in Schedule 13G/A

Percent of class 21.5% Percent of Class A ADSs beneficially owned

CUSIP 98741T104 CUSIP for Youdao American Depositary Shares

ADS ratio 1 ADS = 1 Class A Ordinary Share Title of class of securities as stated in the filing

Signature date 05/15/2026 Date of signature on the amendment

Key Terms

Schedule 13G/A, Beneficially owned, Sole dispositive power, American Depositary Shares

4 terms

Schedule 13G/A regulatory

"an amendment to a Schedule 13G/A reporting beneficial ownership"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficially owned financial

"Amount beneficially owned: 6,738,724"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 6,738,724"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

American Depositary Shares financial

"American Depositary Shares, each representing 1 Class A Ordinary Share"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 01:14 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 16)

Youdao, Inc.

(Name of Issuer)

American Depositary Shares, each representing 1 Class A Ordinary Share, par value US$0.0001

(Title of Class of Securities)

98741T104

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 98741T104

1

Names of Reporting Persons

Orbis Investment Management Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,738,724.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,738,724.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,738,724.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

21.5 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Youdao, Inc.
(b)	Address of issuer's principal executive offices: NO. 399, WANGSHANG ROAD, BINJIANG DISTRICT, HANGZHOU, CHINA 310051
Item 2.
(a)	Name of person filing: Orbis Investment Management Limited
(b)	Address or principal business office or, if none, residence: 25 Front Street Hamilton HM11, Bermuda
(c)	Citizenship: Orbis Investment Management Limited - BERMUDA
(d)	Title of class of securities: American Depositary Shares, each representing 1 Class A Ordinary Share, par value US$0.0001
(e)	CUSIP No.: 98741T104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	Equivalent to IA.
Item 4.	Ownership
(a)	Amount beneficially owned: 6,738,724
(b)	Percent of class: 21.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Orbis Investment Management Limited - 6,738,724
	(ii) Shared power to vote or to direct the vote: Orbis Investment Management Limited - 0
	(iii) Sole power to dispose or to direct the disposition of: Orbis Investment Management Limited - 6,738,724
	(iv) Shared power to dispose or to direct the disposition of: Orbis Investment Management Limited - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management Limited.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Orbis Investment Management Limited

Signature:	Matthew Gaarder
Name/Title:	Attorney-in-Fact
Date:	05/15/2026