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Termination of 5.21B-share VinFast (VFS) exchange agreement

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

Rhea-AI Filing Summary

VinFast Auto Ltd. reports an internal restructuring involving preference shares held by Vingroup, an entity associated with CEO Vuong Pham Nhat. A termination agreement dated June 29, 2026 ended the share exchange agreement that had governed the exchange of 5,210,260,286 VFTP preference shares for VinFast ordinary shares.

The Form 4 shows three "other" derivative transactions (code J) for VFTP 2026 Series 1, 3 and 5 preference shares, all held indirectly "By Vingroup." Each line now lists 0 derivative shares following the transaction. The reporting person disclaims beneficial ownership of Vingroup’s holdings except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

VinFast terminates a large preference-share exchange arrangement via internal restructuring.

The filing describes a corporate restructuring where the share exchange agreement covering 5,210,260,286 VFTP preference shares held by Vingroup for VinFast ordinary shares was terminated on June 29–30, 2026. These securities were indirectly attributed to CEO Vuong Pham Nhat through his majority interest in Vingroup.

All three reported VFTP 2026 series now show 0 derivative shares following the transaction, and the reporting person disclaims beneficial ownership beyond any pecuniary interest. This looks like a structural clean-up of a large potential exchange mechanism rather than an open‑market trade, so the immediate signaling value for outside investors is limited and best viewed as neutral.

Insider Vuong Pham Nhat
Role Chief Executive Officer
Type Security Shares Price Value
Other VFTP 2026 Series 1 Preference Shares 101,166,305 $0.00 --
Other VFTP 2026 Series 3 Preference Shares 771,118,471 $0.00 --
Other VFTP 2026 Series 5 Preference Shares 4,337,975,510 $0.00 --
Holdings After Transaction: VFTP 2026 Series 1 Preference Shares — 0 shares (Indirect, By Vingroup); VFTP 2026 Series 3 Preference Shares — 0 shares (Indirect, By Vingroup); VFTP 2026 Series 5 Preference Shares — 0 shares (Indirect, By Vingroup)
Footnotes (1)
  1. CPUD VFTP01 preference shares ("VFTP 2026 Series 1 Preference Shares") in the capital of VinFast Trading and Production Joint Stock Company ("VFTP"), a joint stock company organized in Vietnam. The VFTP 2026 Series 1 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 543.2 VFTP 2026 Series 1 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP 2026 Series 1 Preference Shares have no expiration date. In connection with the corporate restructuring completed by the Issuer on June 30, 2026, a termination agreement dated June 29, 2026 was entered into between Vingroup Joint Stock Company ("Vingroup") and the Issuer, pursuant to which the share exchange agreement governing the exchange of 5,210,260,286 VFTP preference shares held by Vingroup for ordinary shares of the Issuer was terminated. The VFTP preference shares reported herein are held of record by Vingroup, a public company listed on the Ho Chi Minh Stock Exchange, in which the Reporting Person, directly and through a majority-owned affiliate, holds a majority interest. The Reporting Person disclaims beneficial ownership of the securities held by Vingroup except to the extent of his pecuniary interest therein. CPUD VFTP03 preference shares ("VFTP 2026 Series 3 Preference Shares") in the capital of VFTP. The VFTP 2026 Series 3 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 543.2 VFTP 2026 Series 3 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP 2026 Series 3 Preference Shares have no expiration date. CPUD VFTP05 preference shares ("VFTP 2026 Series 5 Preference Shares") in the capital of VFTP. The VFTP 2026 Series 5 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 1,281.1 VFTP 2026 Series 5 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP 2026 Series 5 Preference Shares have no expiration date.
Total VFTP preference shares in terminated exchange 5,210,260,286 shares Share exchange agreement terminated June 29–30, 2026
VFTP 2026 Series 5 preference shares 4,337,975,510 shares Indirectly held by Vingroup; post-transaction balance 0 in Form 4
VFTP 2026 Series 3 preference shares 771,118,471 shares Indirect Vingroup holding; code J restructuring transaction
VFTP 2026 Series 1 preference shares 101,166,305 shares Indirect Vingroup holding; code J restructuring transaction
Series 1 & 3 exchange ratio 543.2 preference shares per ordinary share Subject to approvals and conditions; no expiration date
Series 5 exchange ratio 1,281.1 preference shares per ordinary share Subject to approvals and conditions; no expiration date
Restructuring share count 5,210,260,286 shares Classified as restructuringShares in transactionSummary
VFTP 2026 Series 5 Preference Shares financial
"CPUD VFTP05 preference shares ("VFTP 2026 Series 5 Preference Shares") in the capital of VFTP."
corporate restructuring financial
"In connection with the corporate restructuring completed by the Issuer on June 30, 2026, a termination agreement dated June 29, 2026 was entered into"
share exchange agreement financial
"the share exchange agreement governing the exchange of 5,210,260,286 VFTP preference shares held by Vingroup for ordinary shares of the Issuer was terminated."
A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the securities held by Vingroup except to the extent of his pecuniary interest therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the securities held by Vingroup except to the extent of his pecuniary interest therein."
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Form 4 Insider Transactions: What Each Field Means →
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*
Vuong Pham Nhat
(Last)(First)(Middle)
61 ROBINSON ROAD, #06-01
(Street)
SINGAPORE068893
(City)(State)(Zip)
SINGAPORE
(Country)		2. Issuer Name and Ticker or Trading Symbol
VinFast Auto Ltd. [ VFS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026		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
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
VFTP 2026 Series 1 Preference Shares(1)06/29/2026J(1)(2)101,166,30506/19/2026 (1)Ordinary Shares186,241(1)0IBy Vingroup(2)
VFTP 2026 Series 3 Preference Shares(3)06/29/2026J(2)(3)771,118,47106/19/2026 (3)Ordinary Shares1,419,584(3)0IBy Vingroup(2)
VFTP 2026 Series 5 Preference Shares(4)06/29/2026J(2)(4)4,337,975,51006/19/2026 (4)Ordinary Shares3,386,133(4)0IBy Vingroup(2)
Explanation of Responses:
1. CPUD VFTP01 preference shares ("VFTP 2026 Series 1 Preference Shares") in the capital of VinFast Trading and Production Joint Stock Company ("VFTP"), a joint stock company organized in Vietnam. The VFTP 2026 Series 1 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 543.2 VFTP 2026 Series 1 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP 2026 Series 1 Preference Shares have no expiration date.
2. In connection with the corporate restructuring completed by the Issuer on June 30, 2026, a termination agreement dated June 29, 2026 was entered into between Vingroup Joint Stock Company ("Vingroup") and the Issuer, pursuant to which the share exchange agreement governing the exchange of 5,210,260,286 VFTP preference shares held by Vingroup for ordinary shares of the Issuer was terminated. The VFTP preference shares reported herein are held of record by Vingroup, a public company listed on the Ho Chi Minh Stock Exchange, in which the Reporting Person, directly and through a majority-owned affiliate, holds a majority interest. The Reporting Person disclaims beneficial ownership of the securities held by Vingroup except to the extent of his pecuniary interest therein.
3. CPUD VFTP03 preference shares ("VFTP 2026 Series 3 Preference Shares") in the capital of VFTP. The VFTP 2026 Series 3 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 543.2 VFTP 2026 Series 3 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP 2026 Series 3 Preference Shares have no expiration date.
4. CPUD VFTP05 preference shares ("VFTP 2026 Series 5 Preference Shares") in the capital of VFTP. The VFTP 2026 Series 5 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 1,281.1 VFTP 2026 Series 5 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP 2026 Series 5 Preference Shares have no expiration date.
/s/ Le Thi Dieu My, attorney-in-fact07/01/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did VinFast (VFS) disclose in this Form 4 for Vuong Pham Nhat?

The Form 4 reports three "other" derivative transactions tied to VFTP 2026 Series 1, 3 and 5 preference shares held by Vingroup. A prior share exchange agreement for 5,210,260,286 VFTP preference shares into VinFast ordinary shares was terminated as part of a corporate restructuring.

How many VFTP preference shares were affected in the VinFast (VFS) restructuring?

The restructuring terminated a share exchange agreement covering 5,210,260,286 VFTP preference shares held by Vingroup. Within that total, 4,337,975,510 were VFTP 2026 Series 5, 771,118,471 were Series 3 and 101,166,305 were Series 1 preference shares referenced in the Form 4.

Were there any open-market buys or sells in this VinFast (VFS) Form 4?

No open-market purchases or sales are reported. All three transactions are coded "J" as other acquisitions or dispositions tied to a corporate restructuring. The transaction summary shows zero buy or sell shares and instead classifies 5,210,260,286 shares as restructuring-related.

Who actually holds the VFTP preference shares linked to VinFast (VFS) in this filing?

The VFTP preference shares are held of record by Vingroup Joint Stock Company, a public company in Vietnam. Vuong Pham Nhat holds a majority interest directly and through a majority-owned affiliate but disclaims beneficial ownership except to the extent of his pecuniary interest in Vingroup’s holdings.

What happens to the CEO’s indirect derivative position in VinFast (VFS) after this Form 4?

Each reported VFTP 2026 derivative line item shows zero shares following the transaction. The restructuring and termination of the exchange agreement remove these VFTP 2026 Series 1, 3 and 5 positions from the CEO’s reported indirect derivative holdings in this Form 4.

What are the exchange ratios mentioned for VinFast (VFS) VFTP 2026 preference shares?

Footnotes state that VFTP 2026 Series 1 and Series 3 preference shares were exchangeable at 543.2 preference shares for one VinFast ordinary share, while Series 5 preference shares were exchangeable at 1,281.1 preference shares per ordinary share, subject to approvals and other conditions.