FinVolution CEO reports RSU vesting and tax cover

FinVolution Group Chief Executive Officer Tiezheng Li reported routine equity compensation and related tax withholding transactions.

Accepted by SEC EDGAR 04/07/2026 - 07:59 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

FinVolution Group Chief Executive Officer Tiezheng Li reported routine equity compensation and related tax withholding transactions. On April 3, 2026, he received a grant of 380,000 restricted share units (RSUs), which immediately vested and were exercised into 380,000 Class A ordinary shares.

On April 6, 2026, 154,690 Class A ordinary shares were disposed of in a tax “sell-to-cover” transaction to satisfy withholding obligations tied to the RSU vesting, rather than an open-market sale for investment purposes. Following these events, Li directly holds 4,193,740 Class A ordinary shares and indirectly holds 7,719,350 Class A ordinary shares through Happyariel Holding Limited. Each American depositary share represents five Class A ordinary shares.

Insider Trade Summary

380,000 shares exercised/converted

Exercise 4 txns

Insider Li Tiezheng

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Ordinary Shares	154,690	$1.01	$156K
Grant/Award	Restricted Share Units	380,000	$0.00	$0.00
Exercise	Restricted Share Units	380,000	$0.00	$0.00
Exercise	Class A Ordinary Shares	380,000	$0.00	$0.00
Holding	Class A Ordinary Shares	--	--	--

Holdings After Transaction: Restricted Share Units — 1,286,150 contracts (Direct); Class A Ordinary Shares — 4,193,740 shares (Direct); Class A Ordinary Shares — 7,719,350 shares (Indirect, Happyariel Holding Limited)

Holdings Before and After: Restricted Share Units, 1,286,150 to 1,286,150 contracts (Direct); Class A Ordinary Shares, 3,968,430 to 4,193,740 shares (Direct)

Footnotes (6)

1. F1. 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. F2. Represents Class A ordinary shares acquired upon the vesting of restricted share units (RSUs) on April 3, 2026.
3. F3. 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. F4. 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. F5. Each RSU represents a contingent right to receive, when vested, one Class A ordinary share.
6. F6. The RSUs vested on April 3, 2026 and have no expiration date.

Key Figures

RSU grant: 380,000 RSUs RSU conversion: 380,000 Class A ordinary shares Tax sell-to-cover: 154,690 Class A ordinary shares +4 more

7 metrics

RSU grant 380,000 RSUs Granted and vested on April 3, 2026

RSU conversion 380,000 Class A ordinary shares Shares acquired upon RSU vesting on April 3, 2026

Tax sell-to-cover 154,690 Class A ordinary shares Disposed on April 6, 2026 to cover tax withholding

Direct holdings after transaction 4,193,740 Class A ordinary shares Direct ownership following April 6, 2026 disposition

Indirect holdings 7,719,350 Class A ordinary shares Held through Happyariel Holding Limited as of April 3, 2026

ADS ratio 1 ADS = 5 Class A shares American depositary share representation of Class A ordinary shares

Tax-withheld price reference $1.01 per share Reference price for 154,690-share tax disposition on April 6, 2026

Key Terms

Restricted Share Units, sell-to-cover, American depositary shares, tax withholding obligations, +1 more

5 terms

Restricted Share Units financial

"Represents Class A ordinary shares acquired upon the vesting of restricted share units (RSUs) on April 3, 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 in connection with the vesting and settlement of the RSUs."

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.

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.

tax withholding obligations financial

"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."

contingent right financial

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

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

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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)
04/03/2026

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)	04/03/2026		M		380,000(2)	A	$0.00	4,348,430	D
Class A Ordinary Shares(1)	04/06/2026		F		154,690(3)	D	$1.01	4,193,740	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)	04/03/2026		A		380,000		(6)	(6)	Class A ordinary shares	380,000	$0	1,666,150	D
Restricted Share Units	(5)	04/03/2026		M			380,000	(6)	(6)	Class A ordinary shares	380,000	$0	1,286,150	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 April 3, 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 April 3, 2026 and have no expiration date.

	/s/ Tiezheng Li	04/06/2026
	** 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)