FinVolution Group (FINV) insider Gu discloses 35.3% ownership update

Rhea-AI Filing Summary

FinVolution Group’s major shareholder Shaofeng Gu has updated his beneficial ownership position. Through PPD Investment Limited, he now beneficially owns 429,768,840 ordinary shares, representing 35.3 % of FinVolution’s 1,216,442,834 ordinary shares outstanding as of December 31, 2025.

The stake consists of 394,818,900 Class B ordinary shares and 34,949,940 Class A ordinary shares held via 6,989,988 ADSs. Since the initial ownership report, PPD Investment Limited has purchased an additional 13,512,260 Class A ordinary shares using its working capital. During the 60 days before December 31, 2025, it made multiple open‑market ADS purchases at per‑ADS prices including 4.98 and 5.43.

Insights

Equity ownership and governance analyst

FinVolution’s founder-linked entity reports a 35.3 % beneficial stake with recent open‑market share purchases.

Shaofeng Gu, through PPD Investment Limited, reports beneficial ownership of 429,768,840 ordinary shares, equal to 35.3% of FinVolution’s 1,216,442,834 ordinary shares outstanding as of December 31, 2025. The position includes 394,818,900 Class B shares and 34,949,940 Class A shares held via 6,989,988 ADSs.

Each Class B share carries twenty votes versus one vote for each Class A share, giving this block substantial voting influence relative to its economic percentage. The filing also notes cumulative purchases of an additional 13,512,260 Class A shares since the initial report, funded from PPD Investment Limited’s working capital.

Over the 60 days prior to December 31, 2025, the reporting persons bought ADSs in multiple open‑market transactions at prices including 4.98 and 5.43 per ADS. This pattern documents continued buying activity by a major holder, while the overall effect on other shareholders depends on future governance decisions and any subsequent ownership changes disclosed in later filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

FinVolution Group

(Name of Issuer)

Class A ordinary shares, par value US$0.00001 per share

(Title of Class of Securities)

G3524C107

(CUSIP Number)

Shaofeng Gu
Building G1, 999 Dangui Road, Pudong New District,
Shanghai, F4, 201203
86 21 8030 3200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G3524C107

1

Name of reporting person

Shaofeng Gu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 429,768,840.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 429,768,840.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

429,768,840.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

35.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row (7), (9) and (11): Represents (i) 394,818, 900 Class B ordinary shares directly held by PPD Investment Limited, a company incorporated in the British Virgin Islands, and (ii) 6,989,988 ADSs, representing 34,949,940 Class A ordinary shares, owned by PPD Investment Limited. PPD Investment Limited is beneficially owned by Mr. Shaofeng Gu through a trust, of which Mr. Shaofeng Gu is the settlor and Mr. Shaofeng Gu and his family members are the beneficiaries. Mr. Shaofeng Gu is the sole director of PPD Investment Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Note to Row (13): This calculation is based on a total of 1,216,442,834 ordinary shares (being the sum of 649,742,834 Class A ordinary shares and 566,700,000 Class B ordinary shares) of the Issuer issued and outstanding as of December 31, 2025.

SCHEDULE 13D

CUSIP No. G3524C107

1

Name of reporting person

PPD Investment Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 429,768,840.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 429,768,840.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

429,768,840.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

35.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row (7), (9) and (11): Represents (i) 394,818, 900 Class B ordinary shares directly held by PPD Investment Limited, a company incorporated in the British Virgin Islands, and (ii) 6,989,988 ADSs, representing 34,949,940 Class A ordinary shares, owned by PPD Investment Limited. PPD Investment Limited is beneficially owned by Mr. Shaofeng Gu through a trust, of which Mr. Shaofeng Gu is the settlor and Mr. Shaofeng Gu and his family members are the beneficiaries. Mr. Shaofeng Gu is the sole director of PPD Investment Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Note to Row (13): This calculation is based on a total of 1,216,442,834 ordinary shares (being the sum of 649,742,834 Class A ordinary shares and 566,700,000 Class B ordinary shares) of the Issuer issued and outstanding as of December 31, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value US$0.00001 per share
(b)	Name of Issuer: FinVolution Group
(c)	Address of Issuer's Principal Executive Offices: Building G1, 999 Dangui Road, Pudong New District, Shanghai, CHINA , 201203.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the statement on Schedule 13D that was initially filed by Mr. Shaofeng Gu and PPD Investment Limited (collectively, the "Reporting Persons", and each, a "Reporting Person") with the Securities and Exchange Commission on January 6, 2021 (the "Schedule 13D"), relating to the Class A ordinary shares, par value US$0.00001 per share, of the Issuer. Except as expressly set forth herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the exhibit attached to the Schedule 13D is expressly incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(d)	No.
(e)	No.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information: Since the filing of the initial Schedule 13D and up to December 31, 2025, for the purpose of investing in the Issuer's securities, PPD Investment Limited purchased certain Class A ordinary shares of the Issuer, which are represented by ADSs, in open market transactions from time to time at then prevailing market prices. As a result of these purchases, PDD Investment Limited acquired an additional 13,512,260 Class A ordinary shares of the Issuer. The source of funds for these transactions is the working capital of PPD Investment Limited.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: During the past 60 days, the Reporting Persons purchased certain Class A ordinary shares of the Issuer in the form of ADSs (each representing five Class A ordinary shares) in open market transactions as follows: Transaction Date Number of ADSs Acquired Price per ADS (US$) 2025/12/02 5,000 4.98 2025/12/02 10,000 4.98 2025/12/03 5,000 4.97 2025/12/03 10,000 4.97 2025/12/04 5,000 5.04 2025/12/04 10,000 5.04 2025/12/05 5,000 5.20 2025/12/05 5,521 5.18 2025/12/08 5,000 5.36 2025/12/08 828 5.21 2025/12/09 5,000 5.16 2025/12/09 10,000 5.16 2025/12/10 10,000 5.20 2025/12/10 5,000 5.24 2025/12/11 5,000 5.24 2025/12/11 2,364 5.20 2025/12/12 5,000 5.31 2025/12/15 10,000 5.18 2025/12/15 5,000 5.21 2025/12/16 10,000 5.13 2025/12/16 5,000 5.13 2025/12/17 10,000 5.19 2025/12/17 5,000 5.20 2025/12/18 5,000 5.22 2025/12/18 6,502 5.20 2025/12/19 10,000 5.19 2025/12/19 5,000 5.25 2025/12/22 5,000 5.26 2025/12/22 10,000 5.21 2025/12/23 200 5.18 2025/12/23 5,000 5.34 2025/12/24 5,000 5.42 2025/12/26 5,000 5.43 2025/12/29 8,223 5.20 2025/12/29 5,000 5.26 2025/12/30 5,000 5.28 2025/12/31 5,000 5.25 2025/12/31 5,100 5.21

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.

Shaofeng Gu

Signature:	/s/ Shaofeng Gu
Name/Title:	Shaofeng Gu
Date:	01/12/2026

PPD Investment Limited

Signature:	/s/ Shaofeng Gu
Name/Title:	Shaofeng Gu/Director
Date:	01/12/2026

Comments accompanying signature:

Exhibit No. 1 - Joint Filing Agreement dated January 6, 2021 by and between the Reporting Persons (incorporated herein by reference to Exhibit No. 1 to the Schedule 13D (File No. 005-90316) filed with the Securities and Exchange Commission on January 6, 2021).

FAQ

How many FinVolution (FINV) shares does Shaofeng Gu beneficially own after this amendment?

The amendment reports that Shaofeng Gu, through PPD Investment Limited, beneficially owns 429,768,840 ordinary shares of FinVolution Group. This represents a substantial block of the company’s equity.

What percentage of FinVolution’s outstanding shares does this stake represent?

The filing states that the 429,768,840 ordinary shares beneficially owned by the reporting persons represent 35.3 % of FinVolution’s 1,216,442,834 ordinary shares outstanding as of December 31, 2025.

How is Shaofeng Gu’s FinVolution ownership structured between Class A and Class B shares?

The reported holdings consist of 394,818,900 Class B ordinary shares and 34,949,940 Class A ordinary shares held through 6,989,988 ADSs. Each Class B share carries twenty votes, while each Class A share carries one vote.

What additional FinVolution shares did PPD Investment Limited acquire since the initial ownership report?

The amendment notes that, from the time of the initial statement through December 31, 2025, PPD Investment Limited acquired an additional 13,512,260 Class A ordinary shares of FinVolution, represented by ADSs, using its working capital.

What recent FinVolution ADS trades by the reporting persons are disclosed?

During the 60 days before December 31, 2025, the reporting persons purchased FinVolution ADSs in multiple open‑market transactions. Examples include buys of 10,000 ADSs at 4.98 on 2025/12/02 and 5,000 ADSs at 5.43 on 2025/12/26, among other trades.

How does the dual‑class structure affect voting power for FinVolution (FINV)?

The filing explains that each Class A ordinary share has one vote, while each Class B ordinary share has twenty votes. Class B shares can be converted into Class A shares on a one‑for‑one basis, but Class A shares cannot be converted into Class B shares.