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Wang Jingbo exercises NOAH (NOAH) RSUs into 200,740 ordinary shares via trust

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NOAH HOLDINGS LTD director and ten percent owner Wang Jingbo (Norah) exercised previously granted restricted stock units into ordinary shares through an indirectly owned entity. On March 31, 2026, awards totaling 20,074 RSUs were converted into 200,740 ordinary shares, at a stated exercise price of $0.0000 per unit.

These RSUs convert at a fixed rate of ten ordinary shares per unit. Following the related non-derivative entries, indirect holdings reported for ordinary shares increased to 68,734,510 shares, all held through Jing Investors Co., Ltd., which is controlled via a family trust structure where Ms. Wang has voting and disposal power.

Positive

  • None.

Negative

  • None.
Insider Wang Jingbo (Norah)
Role Director, 10% Owner
Type Security Shares Price Value
Exercise RESTRICTED STOCK UNIT 74 $0.00 --
Exercise RESTRICTED STOCK UNIT 12,500 $0.00 --
Exercise RESTRICTED STOCK UNIT 7,500 $0.00 --
Exercise ORDINARY SHARES 740 $0.00 --
Exercise ORDINARY SHARES 125,000 $0.00 --
Exercise ORDINARY SHARES 75,000 $0.00 --
Holdings After Transaction: RESTRICTED STOCK UNIT — 222 shares (Indirect, See Footnote); ORDINARY SHARES — 68,534,510 shares (Indirect, See Footnote)
Footnotes (1)
  1. Restricted stock units ("RSUs") convert into ordinary shares on the basis of ten ordinary shares per unit. By Jing Investors Co., Ltd., a British Virgin Islands company wholly owned by Magic Beams Enterprises Ltd., a British Virgin Islands company, which is in turn wholly owned by Ark Trust (Singapore) Ltd. as trustee of Norah Family Trust, with Ms. Jingbo Wang as settlor and Ms. Jingbo Wang and her family members as beneficiaries. Ms. Wang is the sole director of Jing Investors Co., Ltd. and as such has power to vote and dispose of the ordinary shares of the Issuer held by Jing Investors Co., Ltd. Represents an award of 13,234 RSUs, each representing the right to receive 10 ordinary shares. 11,012 RSUs vested on December 29, 2023. The remaining 2,222 RSUs vest in equal monthly installments of 74 RSUs at the end of each month, commencing January 29, 2024. The award will be fully vested on June 29, 2026. Represents an award of 50,000 RSUs, each representing the right to receive 10 ordinary shares. 12,500 RSUs vested on June 12, 2024. The remaining 37,500 RSUs vest in equal annual installments of 12,500 RSUs on March 29 of each year thereafter, commencing March 29, 2025. The award will be fully vested on March 29, 2027. Represents an award of 30,000 RSUs, each representing the right to receive 10 ordinary shares. 7,500 RSUs vested on March 31, 2025. The remaining 22,500 RSUs vest in equal annual installments of 7,500 RSUs on March 31 of each year thereafter, commencing March 31, 2026. The award will be fully vested on March 31, 2028.
RSUs exercised 20,074 RSUs Total derivative exercises on March 31, 2026
Shares from RSUs 200,740 shares Ordinary shares received from RSU conversions
Conversion ratio 10 shares per RSU Fixed RSU-to-ordinary share conversion rate
Post-transaction holdings 68,734,510 shares Indirect ordinary shares held after last non-derivative entry
Single RSU vesting tranche 12,500 RSUs Portion of 50,000 RSU award vested on June 12, 2024
Another RSU vesting tranche 7,500 RSUs Portion of 30,000 RSU award vested on March 31, 2025
Restricted stock units financial
"Restricted stock units ("RSUs") convert into ordinary shares on the basis of ten ordinary shares per unit."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
indirect ownership financial
""ownership_type": "indirect", "ownership_code": "I""
ten percent owner financial
""is_ten_percent_owner": 1"
vesting financial
"RSUs vest in equal monthly installments of 74 RSUs at the end of each month"
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.
SEC Form 4
FORM 4UNITED 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*
Wang Jingbo (Norah)

(Last)(First)(Middle)
34TH FLOOR, TOWER 2, TIMES SQUARE,
1 MATHESON STREET, CAUSEWAY BAY

(Street)

(City)(State)(Zip)

HONG KONG

(Country)
2. Issuer Name and Ticker or Trading Symbol
NOAH HOLDINGS LTD [ NOAH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
[[HKEX: 6686]]
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
ORDINARY SHARES03/31/2026M740A(1)68,534,510ISee Footnote(2)
ORDINARY SHARES03/31/2026M125,000A(1)68,659,510ISee Footnote(2)
ORDINARY SHARES03/31/2026M75,000A(1)68,734,510ISee Footnote(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
RESTRICTED STOCK UNIT(1)03/31/2026M74 (3) (3)ORDINARY SHARES740$0.0222ISee Footnote(2)
RESTRICTED STOCK UNIT(1)03/31/2026M12,500 (4) (4)ORDINARY SHARES125,000$0.012,500ISee Footnote(2)
RESTRICTED STOCK UNIT(1)03/31/2026M7,500 (5) (5)ORDINARY SHARES75,000$0.015,000ISee Footnote(2)
Explanation of Responses:
1. Restricted stock units ("RSUs") convert into ordinary shares on the basis of ten ordinary shares per unit.
2. By Jing Investors Co., Ltd., a British Virgin Islands company wholly owned by Magic Beams Enterprises Ltd., a British Virgin Islands company, which is in turn wholly owned by Ark Trust (Singapore) Ltd. as trustee of Norah Family Trust, with Ms. Jingbo Wang as settlor and Ms. Jingbo Wang and her family members as beneficiaries. Ms. Wang is the sole director of Jing Investors Co., Ltd. and as such has power to vote and dispose of the ordinary shares of the Issuer held by Jing Investors Co., Ltd.
3. Represents an award of 13,234 RSUs, each representing the right to receive 10 ordinary shares. 11,012 RSUs vested on December 29, 2023. The remaining 2,222 RSUs vest in equal monthly installments of 74 RSUs at the end of each month, commencing January 29, 2024. The award will be fully vested on June 29, 2026.
4. Represents an award of 50,000 RSUs, each representing the right to receive 10 ordinary shares. 12,500 RSUs vested on June 12, 2024. The remaining 37,500 RSUs vest in equal annual installments of 12,500 RSUs on March 29 of each year thereafter, commencing March 29, 2025. The award will be fully vested on March 29, 2027.
5. Represents an award of 30,000 RSUs, each representing the right to receive 10 ordinary shares. 7,500 RSUs vested on March 31, 2025. The remaining 22,500 RSUs vest in equal annual installments of 7,500 RSUs on March 31 of each year thereafter, commencing March 31, 2026. The award will be fully vested on March 31, 2028.
/s/ JINGBO WANG03/31/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transaction did NOAH (NOAH) report for Wang Jingbo on March 31, 2026?

NOAH reported that director and ten percent owner Wang Jingbo exercised restricted stock units into ordinary shares on March 31, 2026. She converted 20,074 RSUs into 200,740 ordinary shares, reflecting the compensation vesting schedule rather than an open-market share purchase or sale.

How many NOAH (NOAH) shares were acquired through RSU exercises in this Form 4?

The filing shows that 20,074 restricted stock units were exercised, converting into 200,740 ordinary shares of NOAH. Each RSU represents ten ordinary shares, so these derivative awards became fully issued equity without any reported cash exercise price in this transaction.

What is the RSU-to-share conversion ratio for NOAH (NOAH) in this filing?

Each restricted stock unit converts into ten ordinary shares of NOAH. Footnotes specify that RSUs represent the right to receive ten ordinary shares per unit, so the 20,074 RSUs exercised in this Form 4 generated 200,740 ordinary shares upon conversion at that fixed ratio.

How many NOAH (NOAH) ordinary shares does the Form 4 show as indirectly held after these transactions?

After the non-derivative entries linked to the RSU exercises, indirect holdings reported reach 68,734,510 ordinary shares. These shares are held through Jing Investors Co., Ltd., which is ultimately controlled via a family trust where Ms. Wang has voting and disposal authority over the issuer’s shares.

Are the NOAH (NOAH) RSU exercises in this Form 4 open-market purchases or sales?

The transactions are coded as M, indicating derivative exercises or conversions, not open-market trades. They show RSUs converting into ordinary shares at a stated price of $0.0000 per unit, reflecting equity compensation vesting rather than discretionary buying or selling in the market.

How are the NOAH (NOAH) shares in this Form 4 held for Wang Jingbo?

The shares are reported as indirectly owned, held by Jing Investors Co., Ltd., which is wholly owned through intermediate entities by a family trust. Footnotes state Ms. Wang is the sole director of Jing Investors and has power to vote and dispose of the ordinary shares it holds.
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