FinVolution (NYSE: FINV) CEO reports RSU vesting and sell-to-cover tax transaction

Rhea-AI Filing Summary

FinVolution Group’s Chief Executive Officer Tiezheng Li reported equity compensation activity involving restricted share units (RSUs) and related tax withholding. On June 1, 2026, RSUs covering 697,070 Class A ordinary shares vested and were converted into the same number of Class A ordinary shares at a stated price of $0.0000 per share. A separate entry shows an award of 697,070 RSUs, each representing a contingent right to receive one Class A ordinary share when vested. On June 2, 2026, 328,770 Class A ordinary shares were disposed of in a sell-to-cover transaction at $1.05 per share to satisfy tax withholding obligations, rather than as an open-market sale. After these transactions, Li directly held 4,616,670 Class A ordinary shares and indirectly held 7,719,350 Class A ordinary shares through Happyariel Holding Limited, which he beneficially owns via a trust. The Class A ordinary shares are held in the form of American depositary shares, with each ADS representing five Class A ordinary shares.

Insider Trade Summary

697,070 shares exercised/converted

Mixed 5 txns

Insider Li Tiezheng

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Ordinary Shares	328,770	$1.05	$345K
Grant/Award	Restricted Share Units	697,070	$0.00	--
Exercise	Restricted Share Units	697,070	$0.00	--
Exercise	Class A Ordinary Shares	697,070	$0.00	--
holding	Class A Ordinary Shares	--	--	--

Holdings After Transaction: Class A Ordinary Shares — 4,616,670 shares (Direct, null); Restricted Share Units — 3,269,370 shares (Direct, null); Class A Ordinary Shares — 7,719,350 shares (Indirect, Happyariel Holding Limited)

Footnotes (1)

1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents five Class A ordinary shares. Represents Class A ordinary shares acquired upon the vesting of restricted share units (RSUs) on June 1, 2026. The shares were sold in a "sell-to-cover" transaction to cover tax withholding obligations in connection with the vesting and settlement of the RSUs. Happyariel Holding Limited is beneficially owned by Mr. Tiezheng Li through a trust, of which Mr. Tiezheng Li is the settlor and Mr. Tiezheng Li and his family members are the beneficiaries. Mr. Tiezheng Li is the sole director of Happyariel Holding Limited. Each RSU represents a contingent right to receive, when vested, one Class A ordinary share. The RSUs vested on June 1, 2026 and have no expiration date.

Key Figures

RSUs vested: 697,070 units Tax-withholding shares: 328,770 shares Sell-to-cover price: $1.05 per share +3 more

6 metrics

RSUs vested 697,070 units RSUs vested into Class A ordinary shares on June 1, 2026

Tax-withholding shares 328,770 shares Shares disposed of in sell-to-cover transaction on June 2, 2026

Sell-to-cover price $1.05 per share Price for 328,770 Class A ordinary shares used for tax withholding

Direct holdings after transactions 4,616,670 shares Class A ordinary shares directly held by Tiezheng Li after reported activity

Indirect holdings via Happyariel 7,719,350 shares Class A ordinary shares held through Happyariel Holding Limited

ADS ratio 1 ADS = 5 shares Each American depositary share represents five Class A ordinary shares

Key Terms

American depositary shares, Restricted share units, sell-to-cover, beneficially owned, +1 more

5 terms

American depositary shares financial

"The Class A ordinary shares are held in the form of American depositary shares."

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.

Restricted share units financial

"Represents Class A ordinary shares acquired upon the vesting of restricted share units (RSUs) on June 1, 2026."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

sell-to-cover financial

"The shares were sold in a "sell-to-cover" transaction to cover tax withholding obligations"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

beneficially owned financial

"Happyariel Holding Limited is beneficially owned by Mr. Tiezheng Li through a trust"

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.

contingent right financial

"Each RSU represents a contingent right to receive, when vested, one Class A ordinary share."

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Li Tiezheng

(Last) (First) (Middle)

BUILDING G1, 999 DANGUI ROAD

(Street)

SHANGHAI 201203

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
FinVolution Group [ FINV ]

5. 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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares(1)	06/01/2026		M		697,070(2)	A	$0.00	4,945,440	D
Class A Ordinary Shares(1)	06/02/2026		F		328,770(3)	D	$1.05	4,616,670	D
Class A Ordinary Shares(1)								7,719,350	I	Happyariel Holding Limited(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(5)	06/01/2026		A		697,070		(6)	(6)	Class A ordinary shares	697,070	$0	3,269,370	D
Restricted Share Units	(5)	06/01/2026		M			697,070	(6)	(6)	Class A ordinary shares	697,070	$0	2,572,300	D

Explanation of Responses:

1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents five Class A ordinary shares.

2. Represents Class A ordinary shares acquired upon the vesting of restricted share units (RSUs) on June 1, 2026.

3. The shares were sold in a "sell-to-cover" transaction to cover tax withholding obligations in connection with the vesting and settlement of the RSUs.

4. Happyariel Holding Limited is beneficially owned by Mr. Tiezheng Li through a trust, of which Mr. Tiezheng Li is the settlor and Mr. Tiezheng Li and his family members are the beneficiaries. Mr. Tiezheng Li is the sole director of Happyariel Holding Limited.

5. Each RSU represents a contingent right to receive, when vested, one Class A ordinary share.

6. The RSUs vested on June 1, 2026 and have no expiration date.

	/s/ Tiezheng Li	06/03/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What equity transactions did FinVolution (FINV) CEO Tiezheng Li report?

Tiezheng Li reported RSU vesting and related tax withholding. 697,070 RSUs vested into Class A ordinary shares, and 328,770 shares were disposed of in a sell-to-cover transaction to satisfy tax obligations, rather than as an open-market sale.

How many FinVolution (FINV) shares vested from RSUs for the CEO?

On June 1, 2026, 697,070 restricted share units vested, resulting in the acquisition of the same number of Class A ordinary shares. Each RSU represents a contingent right to receive one share when vested, reflecting equity-based compensation rather than a market purchase.

Why were 328,770 FinVolution (FINV) shares disposed of by the CEO?

The filing states 328,770 Class A ordinary shares were sold in a “sell-to-cover” transaction at $1.05 per share. These shares were used to cover tax withholding obligations arising from the vesting and settlement of RSUs, not a discretionary open-market sale.

What are Tiezheng Li’s FinVolution (FINV) share holdings after these transactions?

Following the reported transactions, Tiezheng Li directly held 4,616,670 Class A ordinary shares. He also indirectly held 7,719,350 Class A ordinary shares through Happyariel Holding Limited, which he beneficially owns via a trust where he is sole director.

How are FinVolution (FINV) Class A shares held by the CEO structured?

The filing notes the Class A ordinary shares are held as American depositary shares (ADSs). Each ADS represents five Class A ordinary shares, providing a depositary structure for trading the company’s equity on overseas markets while reflecting underlying ordinary share ownership.

What role does Happyariel Holding Limited play in FinVolution (FINV) CEO holdings?

Happyariel Holding Limited holds 7,719,350 Class A ordinary shares indirectly for Tiezheng Li. It is beneficially owned by Li through a trust for him and his family members, and he serves as the entity’s sole director, reflecting structured indirect ownership.