NIO CFO gets 245K ADSs, sells 122.5K for taxes

NIO Inc. (NIO) reported that Chief Financial Officer Qu Yu had restricted share units vest and convert into American depositary shares (ADSs) on September 1, 2026.

Rhea-AI Filing Summary

NIO Inc. (NIO) reported that Chief Financial Officer Qu Yu had restricted share units vest and convert into American depositary shares (ADSs) on September 1, 2026. A total of 45,000 RSUs and 200,000 RSUs converted into an equal number of ADSs at a price of $0.00 per share as part of equity compensation. To satisfy related income tax liabilities, 22,500 ADSs and 100,000 ADSs are to be sold or withheld at a reference price of $4.23 per ADS under a non-discretionary sell-to-cover arrangement. The actual sale prices may differ from this reference closing price.

Insider Trade Summary

245,000 shares exercised/converted

Exercise 6 txns

Insider Qu Yu

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted share units F5, F6	45,000	$0.00	$0.00
Exercise	Restricted share units F5, F7	200,000	$0.00	$0.00
Exercise	American depositary shares F1	45,000	$0.00	$0.00
Exercise	American depositary shares F1	200,000	$0.00	$0.00
Tax Withholding	American depositary shares F1, F2, F3	22,500	$4.23	$95K
Tax Withholding	American depositary shares F1, F4, F3	100,000	$4.23	$423K

Holdings After Transaction: Restricted share units — 600,000 contracts (Direct); American depositary shares — 437,588 shares (Direct)

Footnotes (7)

1. F1. Each American depositary share represents one Class A ordinary share.
2. F2. Represents 22,500 shares to be sold pursuant to a non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of the 45,000 restricted share units.
3. F3. The closing price of the Issuer's American depositary shares on the last trading day before the reported transaction. The Issuer expects to sell these shares on behalf of the Reporting Person in the open market, and the actual sales price may differ from the closing price reported herein.
4. F4. Represents 100,000 shares to be sold pursuant to a non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of the 200,000 restricted share units.
5. F5. The restricted share units evidence the contingent right to receive Class A ordinary shares upon vesting.
6. F6. The restricted share units vest in five annual installments beginning on September 1, 2022, with 10%, 10%, 20%, 30% and 30% vesting in the first, second, third, fourth and fifth annual installments, respectively, subject to the terms and conditions of the underlying award agreement. The restricted share units do not have expiration dates. The vesting reported herein was as of September 1, 2026.
7. F7. The restricted share units vest in five equal annual installments beginning on September 1, 2025, with 20% vesting in each annual installment, subject to the terms and conditions of the underlying award agreement. The restricted share units do not have expiration dates. The vesting reported herein was as of September 1, 2026.

Key Figures

RSUs vested and converted: 45,000 restricted share units RSUs vested and converted: 200,000 restricted share units ADSs for tax sell-to-cover: 22,500 American depositary shares +4 more

7 metrics

RSUs vested and converted 45,000 restricted share units Vested and converted into 45,000 Class A ordinary shares/ADSs on September 1, 2026

RSUs vested and converted 200,000 restricted share units Vested and converted into 200,000 Class A ordinary shares/ADSs on September 1, 2026

ADSs for tax sell-to-cover 22,500 American depositary shares To be sold to satisfy taxes on vesting of 45,000 RSUs

ADSs for tax sell-to-cover 100,000 American depositary shares To be sold to satisfy taxes on vesting of 200,000 RSUs

Reference closing price $4.23 per American depositary share Closing price on the last trading day before the reported transactions

RSU vesting schedule (first grant) 10%, 10%, 20%, 30%, 30% over five years Annual installments beginning September 1, 2022 for the 45,000-unit RSU award

RSU vesting schedule (second grant) 20% per year over five years Annual installments beginning September 1, 2025 for the 200,000-unit RSU award

Key Terms

restricted share units, American depositary shares, non-discretionary sell-to-cover arrangement, vesting, +1 more

5 terms

restricted share units financial

"The restricted share units evidence the contingent right to receive Class A ordinary shares"

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.

American depositary shares financial

"Each American depositary share represents one Class A 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.

non-discretionary sell-to-cover arrangement financial

"Represents 22,500 shares to be sold pursuant to a non-discretionary sell-to-cover arrangement"

vesting financial

"The restricted share units vest in five annual installments beginning on September 1, 2022"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

income tax liabilities financial

"for the purpose of satisfying income tax liabilities incurred upon vesting"

FAQ

What insider equity transactions did NIO (NIO) report for CFO Qu Yu on September 1, 2026?

NIO reported that CFO Qu Yu had 45,000 and 200,000 restricted share units vest and convert into an equal number of American depositary shares on September 1, 2026, as part of his equity compensation awards.

How many NIO (NIO) American depositary shares were used to cover taxes for Qu Yu?

A total of 122,500 American depositary shares (22,500 plus 100,000) are to be sold or withheld for Qu Yu under non-discretionary sell-to-cover arrangements to satisfy income tax liabilities arising from the RSU vesting on September 1, 2026.

What was the reference price used for the NIO (NIO) sell-to-cover tax transactions?

The tax-related dispositions used a reference price of $4.23 per American depositary share, which was the closing price of NIO’s ADSs on the last trading day before the reported transactions. The filing notes the actual sale prices may differ from this closing price.

Do NIO (NIO) American depositary shares correspond to Class A ordinary shares for Qu Yu’s awards?

Yes. Each NIO American depositary share represents one Class A ordinary share. The restricted share units reported for Qu Yu evidence a contingent right to receive Class A ordinary shares upon vesting, which then correspond to ADSs on a one-for-one basis.

Are Qu Yu’s NIO (NIO) tax-related sales discretionary trades?

No. The 22,500 and 100,000 American depositary shares are to be sold pursuant to non-discretionary sell-to-cover arrangements, which are used specifically to satisfy income tax liabilities incurred upon the vesting of the related restricted share units.

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Available on EDGAR 09/01/2026 - 04:06 PM Accepted by SEC EDGAR 09/01/2026 - 04:04 PM 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^*

Qu Yu

(Last) (First) (Middle)

BUILDING 19, NO. 1355, CAOBAO ROAD

MINHANG DISTRICT

(Street)

SHANGHAI 200233

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
NIO Inc. [ NIO ]

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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
American depositary shares(1)	09/01/2026		M		45,000	A	$0	360,088	D
American depositary shares(1)	09/01/2026		M		200,000	A	$0	560,088	D
American depositary shares(1)	09/01/2026		F		22,500(2)	D	$4.23(3)	537,588	D
American depositary shares(1)	09/01/2026		F		100,000(4)	D	$4.23(3)	437,588	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	(5)	09/01/2026		M			45,000	(6)	(6)	Class A ordinary share	45,000	$0	0	D
Restricted share units	(5)	09/01/2026		M			200,000	(7)	(7)	Class A ordinary share	200,000	$0	600,000	D

Explanation of Responses:

1. Each American depositary share represents one Class A ordinary share.

2. Represents 22,500 shares to be sold pursuant to a non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of the 45,000 restricted share units.

3. The closing price of the Issuer's American depositary shares on the last trading day before the reported transaction. The Issuer expects to sell these shares on behalf of the Reporting Person in the open market, and the actual sales price may differ from the closing price reported herein.

4. Represents 100,000 shares to be sold pursuant to a non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of the 200,000 restricted share units.

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

6. The restricted share units vest in five annual installments beginning on September 1, 2022, with 10%, 10%, 20%, 30% and 30% vesting in the first, second, third, fourth and fifth annual installments, respectively, subject to the terms and conditions of the underlying award agreement. The restricted share units do not have expiration dates. The vesting reported herein was as of September 1, 2026.

7. The restricted share units vest in five equal annual installments beginning on September 1, 2025, with 20% vesting in each annual installment, subject to the terms and conditions of the underlying award agreement. The restricted share units do not have expiration dates. The vesting reported herein was as of September 1, 2026.

	/s/ Eve Tang, Attorney-in-Fact for Yu Qu	09/01/2026
	** 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)