Hesai Group (NASDAQ: HSAI) issues 139,120 RSUs under 2021 plan

Rhea-AI Filing Summary

Hesai Group granted 139,120 restricted share unit (RSU) awards, representing the same number of Class B Ordinary Shares, to 37 employees under its 2021 share incentive plan on May 20, 2026. The awards have no purchase price and effectively serve as equity-based compensation.

The RSUs vest in four equal portions over four years from each grantee’s vesting commencement date and are not tied to performance targets. Unvested awards are forfeited or repurchased if employment ends, and vested awards can also be forfeited for termination for cause. After these grants, 13,818,511 Class B Ordinary Shares remain available for future awards under the plan.

Key Figures

RSUs granted: 139,120 RSUs Number of grantees: 37 employees Purchase price: Nil +5 more

8 metrics

RSUs granted 139,120 RSUs Awards granted to 37 employees on May 20, 2026

Number of grantees 37 employees Eligible participants receiving RSUs under the 2021 Plan

Purchase price Nil Purchase price of the RSU awards for grantees

HK share price HK$158.5 per Class B Ordinary Share Market price on May 20, 2026 on the Stock Exchange

ADS price US$20.025 per ADS NASDAQ trading price on May 19, 2026

Vesting schedule 4 years, four equal portions On each of the first to fourth anniversaries of vesting start

Shares remaining under plan 13,818,511 Class B Ordinary Shares Underlying shares available for future grants as of announcement

Consultants sublimit 750,504 Class B Ordinary Shares Sublimit for consultants under the 2021 Plan

Key Terms

RSU(s), 2021 Plan, Listing Rules, weighted voting rights, +2 more

6 terms

RSU(s) financial

"On May 20, 2026, the Company granted an aggregate of 139,120 awards in the form of RSUs"

2021 Plan financial

"to 37 employees of the Group under the 2021 Plan, subject to respective acceptance"

Listing Rules regulatory

"This announcement is made by the Company pursuant to Rules 17.06A, 17.06B and 17.06C of the Listing Rules."

Listing rules are the set of requirements a stock exchange and regulators impose on companies to join and stay on the exchange, covering things like financial reporting, disclosures, governance and minimum size. They matter to investors because those rules create a basic level of transparency and behavior—think of them as marketplace rules that make it easier to compare sellers, reduce surprises, and protect liquidity and value; breaking the rules can lead to fines, trading suspensions or delisting.

weighted voting rights financial

"A company controlled through weighted voting rights and incorporated in the Cayman Islands"

A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.

Class B Ordinary Shares financial

"representing the same number of Class B Ordinary Shares to 37 employees of the Group"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

clawback mechanism financial

"Clawback mechanism | | Upon any termination of employment or service during the applicable restriction period"

A clawback mechanism is a contractual rule that lets a company recover money or benefits it already paid — for example bonuses, incentive pay, or erroneous payouts — if certain problems later appear, such as fraud, accounting errors, or regulatory breaches. Investors care because clawbacks protect shareholder value by holding managers accountable and reducing the risk that the company must absorb losses; think of it like a security deposit that can be reclaimed if the renter causes damage.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER 

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-41611

Hesai Group

10th Floor, Building A 

No. 658 Zhaohua Road, Changning District 

Shanghai 200050 

People’s Republic of China
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   x         Form 40-F ¨

Exhibit Index

99.1 Announcement—Grant of Awards

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Hesai Group
	By	:	/s/ Yifan Li
	Name	:	Yifan Li
	Title	:	Chief Executive Officer

Date: May 20, 2026

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

Hesai Group

禾 賽  科  技 *

(the “Company”)

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(HKEX Stock Code: 2525)

(NASDAQ Stock Ticker: HSAI)

GRANT OF AWARDS

This announcement is made by the Company pursuant to Rules 17.06A, 17.06B and 17.06C of the Listing Rules.

On May 20, 2026, the Company granted an aggregate of 139,120 awards in the form of RSUs (the “Awards”) (representing the same number of Class B Ordinary Shares) to 37 employees of the Group (the “Grants”) under the 2021 Plan, subject to respective acceptance by the Grantees. The Grants are subject to the terms and conditions of the 2021 Plan and the award agreements entered into or to be entered into between the Company and each of the Grantees.

DETAILS OF THE GRANTS

Grant Date	:	May 20, 2026
Grantees	:	37 employees of the Group, all of whom are eligible participants pursuant to the 2021 Plan
Number of Awards granted	:	A total of 139,120 RSUs were granted to 37 employees of the Group
Aggregate number of Class B Ordinary Shares underlying the Awards	:	139,120
Purchase price of the Awards	:	Nil

1 

Market price of the Class B Ordinary Shares or ADSs on the date of the Grants	:	HK$158.5 per Class B Ordinary Share, for Class B Ordinary Shares traded on the Stock Exchange on May 20, 2026 (Hong Kong Time)
		US$20.025 per ADS, for ADSs traded on NASDAQ on May 19, 2026 (U.S. Eastern Time), being the trading day on NASDAQ immediately preceding the date of the Grants
Vesting period	:	The Awards shall vest over four years in four equal portions on each of the first, second, third and fourth anniversary of the vesting commencement date as specified in the award agreement.
Performance target	:	The vesting of Awards under the Grants is not subject to any performance target.
Clawback mechanism	:	Upon any termination of employment or service during the applicable restriction period, Awards that are at that time unvested shall be forfeited or repurchased in accordance with the respective award agreements. In addition, if the termination of employment or service is for cause as set out in the section headed “Statutory and General Information – D. Share Incentive Plan – 1. The 2021 Plan – (i) Termination for Cause” in Appendix IV to the prospectus of the Company dated September 8, 2025, Awards that are at that time vested shall also be forfeited in accordance with the respective award agreements.

There are no arrangements for the Company or any of its subsidiaries to provide financial assistance to the Grantees to facilitate the purchase of the RSUs granted under the 2021 Plan.

LISTING RULES IMPLICATIONS

The Board (including all the independent non-executive Directors) is of the view that all Grants are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

There are no performance targets attached to the RSUs for the Grants set out above. The Compensation Committee the view that the Grants to the Grantees without performance targets are market competitive, consistent with the Company’s customary practice and remuneration policies, and align with the purpose of the 2021 Plan.

Save as disclosed above and to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of the Grants, none of the Grantees is: (i) a Director, a chief executive, a substantial shareholder of the Company or an associate of any of them; (ii) a participant with awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider with awards granted and to be granted exceeding 0.1% of the total issued shares (excluding treasury shares) of the Company in any 12-month period up to and including the date of the Grants.

2 

NUMBER OF CLASS B ORDINARY SHARES AVAILABLE FOR FUTURE GRANTS

The Awards will be satisfied using the Class B Ordinary Shares (or equivalent ADSs) issued and/ or to be issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the 2021 Plan. As at the date of this announcement and following the Grants, 13,818,511 underlying Class B Ordinary Shares remain available for future grants under the plan limit, and the consultants sublimit remains unchanged at 750,504 underlying Class B Ordinary Shares.

REASONS FOR GRANTS

The purpose of the Grants is to promote the success and enhance the value of the Company by linking the personal interests of the Grantees to those of the Shareholders and by providing such Grantees with an incentive for outstanding performance to generate superior returns to the Shareholders. The Board is of the view that Grants serve as effective means to recognize and reward the Grantees for their contribution to the Group, assist with talent retention, while fostering a stronger sense of commitment for the Grantees to drive the future growth and long-term development of the Group.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:

“2021 Plan”	the share incentive plan of our Company adopted in June 2021, as amended from time to time
“ADS(s)”	American Depositary Share(s), each representing one Class B Ordinary Share
“associate”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Class B Ordinary Share(s)”	class B ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring a holder of a Class B Ordinary Share one vote per share on any resolution tabled at the Company’s general meetings
“Company”	Hesai Group, an exempted company with limited liability incorporated in the Cayman Islands on April 21, 2021
“Compensation Committee”	the compensation committee of the Board
“Depositary”	Deutsche Bank Trust Company Americas
“Director(s)”	the director(s) of our Company

3 

“Grantee(s)”	the grantee(s) being granted the RSU awards under the 2021 Plan, as set out in the section headed “Details of the Grants – Grantees” in this announcement
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“NASDAQ”	the Nasdaq Global Select Market
“RSU(s)”	restricted share unit(s)
“Shareholder(s)”	holder(s) of the Class A ordinary shares and Class B ordinary shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder(s)”	has the meaning ascribed to it in the Listing Rules
“treasury shares”	has the meaning ascribed to it in the Listing Rules
“US$”	U.S. dollars, the lawful currency of the United States of America
“%”	per cent

By order of the Board

Hesai Group

Dr. Yifan Li

Chairman of the Board, Executive Director

and Chief Executive Officer

Hong Kong, May 20, 2026

As of the date of this announcement, the Board comprises: (i) Dr. Yifan Li, Dr. Kai Sun, Mr. Shaoqing Xiang and Ms. Cailian Yang as the executive Directors; and (ii) Ms. Yi Zhang, Mr. Jia Ren and Dr. Hui Wang as the independent non-executive Directors.

* For identification purpose only

4 

FAQ

What equity awards did Hesai Group (HSAI) grant in May 2026?

Hesai Group granted 139,120 RSU awards on May 20, 2026, representing 139,120 Class B Ordinary Shares to 37 employees. These awards are under the 2021 share incentive plan and carry a purchase price of nil for the recipients.

How do the new Hesai Group (HSAI) RSU grants vest?

The Hesai Group RSU grants vest over four years in four equal portions on the first, second, third, and fourth anniversaries of each award’s vesting commencement date. This schedule is designed to support longer-term employee retention within the Group.

Are Hesai Group (HSAI) May 2026 RSU grants subject to performance targets?

The May 2026 RSU grants by Hesai Group are not subject to performance targets. Vesting depends on time and continued service, rather than financial or operational performance metrics, consistent with the terms of the company’s 2021 share incentive plan.

What happens to Hesai Group (HSAI) RSUs if an employee leaves?

If employment or service ends during the restriction period, unvested RSUs are forfeited or repurchased under the award agreements. If termination is for cause, vested RSUs may also be forfeited, reflecting the plan’s clawback and misconduct provisions.

How many shares remain available under Hesai Group’s 2021 Plan after these grants?

After the May 2026 grants, 13,818,511 Class B Ordinary Shares remain available for future awards under Hesai Group’s 2021 Plan. The consultants sublimit under the plan remains at 750,504 underlying Class B Ordinary Shares for potential future consultant grants.

What were Hesai Group (HSAI) share prices around the May 2026 RSU grants?

On the grant date context, Class B Ordinary Shares traded at HK$158.5 in Hong Kong on May 20, 2026, while ADSs traded at US$20.025 on NASDAQ on May 19, 2026, the U.S. trading day immediately before the grants.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 32.7 KB