Hesai CFO exercises RSUs for 50,000 ADSs

Hesai Group’s CFO exercised restricted share units into 50,000 ADSs and now directly holds 98,000 ADSs plus additional Class B shares and unvested RSUs.

Rhea-AI Filing Summary

Hesai Group (HSAI) reported that Chief Financial Officer Fan Peng exercised vested restricted share units on September 19, 2026, receiving 50,000 American depositary shares (ADSs), each representing eight Class B ordinary shares. Following these transactions, he directly holds 98,000 ADSs, 12,800 Class B ordinary shares, and restricted share units covering 800,000 Class B ordinary shares. The company notes a 1-for-8 stock split of Class B ordinary shares implemented on July 10, 2026, and reports that no Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

50,000 shares exercised/converted

Exercise 3 txns

Insider Fan Peng

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted share units F2, F3	50,000	$0.00	$0.00
Exercise	American depositary shares F1	50,000	$0.00	$0.00
holding	Class B ordinary shares	--	--	--

Holdings After Transaction: Restricted share units — 800,000 contracts (Direct); American depositary shares — 98,000 shares (Direct); Class B ordinary shares — 12,800 shares (Direct)

Footnotes (3)

1. F1. Each American depositary share represents eight Class B ordinary share.
2. F2. The restricted share units evidence the contingent right to receive Class B ordinary shares upon vesting.
3. F3. The restricted share units vested on September 19, 2026, and do not have expiration dates. The underlying award agreement also includes outstanding restricted share units for 800,000 Class B ordinary shares, with 400,000 vesting on each of September 19, 2027 and September 19, 2028.

Key Figures

RSUs exercised: 50,000 restricted share units ADSs acquired: 50,000 American depositary shares ADS holdings after transaction: 98,000 American depositary shares +5 more

8 metrics

RSUs exercised 50,000 restricted share units Exercised into ADSs on September 19, 2026

ADSs acquired 50,000 American depositary shares Received upon RSU vesting on September 19, 2026

ADS holdings after transaction 98,000 American depositary shares Direct holdings of CFO after reported transactions

Class B ordinary share holdings 12,800 Class B ordinary shares Direct Class B ordinary shares held after transaction

Outstanding RSUs 800,000 Class B ordinary shares underlying RSUs Remaining award in RSUs per footnote

Future RSU vesting tranches 400,000 shares in 2027; 400,000 shares in 2028 Class B ordinary shares scheduled to vest on September 19, 2027 and 2028

Stock split ratio 1-for-8 stock split Class B ordinary share split implemented July 10, 2026

ADS to Class B ratio 1 ADS : 8 Class B ordinary shares Each American depositary share represents eight Class B ordinary shares

Key Terms

American depositary shares, Restricted share units, Class B ordinary shares

3 terms

American depositary shares financial

"Each American depositary share represents eight Class B 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.

Restricted share units financial

"The restricted share units evidence the contingent right to receive"

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.

Class B ordinary shares financial

"a 1-for-8 stock split of its Class B ordinary share"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Hesai Group (HSAI) disclose about CFO Fan Peng’s recent equity transactions?

Hesai Group disclosed that CFO Fan Peng exercised vested restricted share units on September 19, 2026, converting them into 50,000 American depositary shares. These exercises arose from RSUs that evidence the right to receive Class B ordinary shares upon vesting.

How many Hesai Group (HSAI) ADSs does the CFO hold after the Form 4 transactions?

After the reported transactions, CFO Fan Peng directly holds 98,000 American depositary shares of Hesai Group. Each ADS represents eight Class B ordinary shares, according to the filing’s footnote.

What remaining RSU awards tied to Hesai Group (HSAI) shares does the CFO have?

The award agreement includes outstanding restricted share units for 800,000 Class B ordinary shares, with 400,000 scheduled to vest on September 19, 2027 and 400,000 on September 19, 2028, as disclosed in the footnotes.

How many Class B ordinary shares of Hesai Group (HSAI) does the CFO directly hold after these transactions?

Following the transactions, CFO Fan Peng directly holds 12,800 Class B ordinary shares. This position is listed separately from his American depositary shares and restricted share units in the ownership table.

Was a Rule 10b5-1 trading plan used for the Hesai Group (HSAI) insider transactions?

No. The filing’s Rule 10b5-1 checkbox indicates no Rule 10b5-1 trading plan for the reported transactions, and the footnotes do not describe any pre-arranged trading plan.

What stock split did Hesai Group (HSAI) reference in this Form 4?

Hesai Group stated that on July 10, 2026, it implemented a 1-for-8 stock split of its Class B ordinary shares, and that all amounts in the filing have been adjusted to reflect this split.

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

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Available on EDGAR 09/21/2026 - 06:03 AM Accepted by SEC EDGAR 09/21/2026 - 06:02 AM Learn about SEC filing dates

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^*

Fan Peng

(Last) (First) (Middle)

10TH FLOOR, BUILDING A,

NO. 658 ZHAOHUA ROAD, CHANGNING DISTRICT

(Street)

SHANGHAI 200050

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Hesai Group [ HSAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol
[HKEX:2525]

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2026

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
American depositary shares(1)	09/19/2026		M		50,000	A	$0	98,000	D
Class B ordinary shares								12,800	D

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	(2)	09/19/2026		M			50,000	(3)	(3)	Class B ordinary share	400,000	$0	800,000(3)	D

Explanation of Responses:

1. Each American depositary share represents eight Class B ordinary share.

2. The restricted share units evidence the contingent right to receive Class B ordinary shares upon vesting.

3. The restricted share units vested on September 19, 2026, and do not have expiration dates. The underlying award agreement also includes outstanding restricted share units for 800,000 Class B ordinary shares, with 400,000 vesting on each of September 19, 2027 and September 19, 2028.

Remarks:

On July 10, 2026, Hesai Group implemented a 1-for-8 stock split of its Class B ordinary share. All amounts reported herein have been adjusted to give effect to this stock split.

	/s/ Peng Fan	09/21/2026
	** 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)