STOCK TITAN

VinFast (VFS) details Vingroup restructuring of preference share holdings

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

Rhea-AI Filing Summary

VinFast Auto Ltd. director and Chief Executive Officer Vuong Pham Nhat reported a series of Form 4 entries showing 11 “J”‑code derivative transactions involving preference shares held indirectly through Vingroup Joint Stock Company. These entries reflect a corporate restructuring of Vingroup’s holdings in VFTP and VFVN preference shares, not open‑market buying or selling.

The transactions reallocate and reclassify more than 11.1 billion preference shares across multiple VFTP and VFVN series, with several VFTP series going to a zero balance and new 2026 and VFVN series appearing with large positions. Footnotes state the preference shares are exchangeable into VinFast ordinary shares at fixed ratios, subject to obtaining necessary approvals and other conditions, and that the reporting person disclaims beneficial ownership of securities held by Vingroup except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Vuong Pham Nhat
Role Chief Executive Officer
Type Security Shares Price Value
Other VFTP Series 1 Preference Shares 105,939,383 $0.00 --
Other VFTP Series 2 Preference Shares 102,589,457 $0.00 --
Other VFTP Series 3 Preference Shares 807,500,229 $0.00 --
Other VFTP Series 5 Preference Shares 4,542,643,385 $0.00 --
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 --
Other VFVN Series 1 Preference Shares 4,773,078 $0.00 --
Other VFVN Series 2 Preference Shares 102,589,457 $0.00 --
Other VFVN Series 3 Preference Shares 36,381,758 $0.00 --
Other VFVN Series 5 Preference Shares 204,667,875 $0.00 --
Holdings After Transaction: VFTP Series 1 Preference Shares — 0 shares (Indirect, By Vingroup); VFTP Series 2 Preference Shares — 0 shares (Indirect, By Vingroup); VFTP Series 3 Preference Shares — 0 shares (Indirect, By Vingroup); VFTP Series 5 Preference Shares — 0 shares (Indirect, By Vingroup); VFTP 2026 Series 1 Preference Shares — 101,166,305 shares (Indirect, By Vingroup); VFTP 2026 Series 3 Preference Shares — 771,118,471 shares (Indirect, By Vingroup); VFTP 2026 Series 5 Preference Shares — 4,337,975,510 shares (Indirect, By Vingroup); VFVN Series 1 Preference Shares — 4,773,078 shares (Indirect, By Vingroup); VFVN Series 2 Preference Shares — 102,589,457 shares (Indirect, By Vingroup); VFVN Series 3 Preference Shares — 36,381,758 shares (Indirect, By Vingroup); VFVN Series 5 Preference Shares — 204,667,875 shares (Indirect, By Vingroup)
Footnotes (1)
  1. CPUD VFTP01 preference shares ("VFTP Series 1 Preference Shares") in the capital of VinFast Trading and Product Joint Stock Company ("VFTP"), a joint stock company organized in Vietnam and a subsidiary of the Issuer. The VFTP Series 1 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 4.5 VFTP Series 1 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 1 Preference Shares have no expiration date. In connection with the corporate restructuring announced by the Issuer on May 12, 2026, 464,573,166 VFTP preference shares were allocated to VinFast Vietnam Joint Stock Company ("VFVN") and re-classified as preference shares of VinFast Vietnam Joint Stock Company ("VFVN"). The VFTP preference shares and VFVN preference shares reported herein are held of record by Vingroup Joint Stock Company ("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 VFTP02 preference shares ("VFTP Series 2 Preference Shares") in the capital of VFTP. The VFTP Series 2 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 1.7 VFTP Series 2 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 2 Preference Shares have no expiration date. CPUD VFTP03 preference shares ("VFTP Series 3 Preference Shares") in the capital of VFTP. The VFTP Series 3 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 4.5 VFTP Series 3 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 3 Preference Shares have no expiration date. CPUD VFTP05 preference shares ("VFTP Series 5 Preference Shares") in the capital of VFTP. The VFTP Series 5 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 10.1 VFTP Series 5 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 5 Preference Shares were issued in four tranches on December 30, 2024, March 31, 2025, December 22, 2025, and March 30, 2026, were exercisable from their respective issuance dates, and had no expiration date. CPUD VFTP01 preference shares issued in June 2026 ("VFTP 2026 Series 1 Preference Shares") in the capital of VFTP. 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. CPUD VFTP03 preference shares issued in June 2026 ("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 issued in June 2026 ("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. CPUD VFVN01 preference shares ("VFVN Series 1 Preference Shares") in the capital of VFVN. The VFVN Series 1 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 0.204 VFVN Series 1 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFVN Series 1 Preference Shares have no expiration date. CPUD VFVN02 preference shares ("VFVN Series 2 Preference Shares") in the capital of VFVN. The VFVN Series 2 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 1.7 VFVN Series 2 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFVN Series 2 Preference Shares have no expiration date. CPUD VFVN03 preference shares ("VFVN Series 3 Preference Shares") in the capital of VFVN. The VFVN Series 3 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 0.204 VFVN Series 3 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFVN Series 3 Preference Shares have no expiration date. CPUD VFVN05 preference shares ("VFVN Series 5 Preference Shares") in the capital of VFVN. The VFVN Series 5 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 2.209 VFVN Series 5 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFVN Series 5 Preference Shares have no expiration date.
Restructured preference shares 11,117,344,908 shares Total preference shares in 11 restructuring transactions
VFTP 2026 Series 5 Preference Shares 4,337,975,510 shares Indirectly held by Vingroup after transaction
VFTP Series 5 Preference Shares 4,542,643,385 shares Prior VFTP Series 5, reduced to zero balance
VFVN Series 5 Preference Shares 204,667,875 shares Indirectly held by Vingroup after restructuring
VFTP Series 3 underlying ordinary shares 179,444,495 shares Ordinary shares underlying VFTP Series 3 Preference Shares
Exchange ratio VFTP Series 5 10.1:1 10.1 VFTP Series 5 Preference Shares to 1 ordinary share
Exchange ratio VFTP 2026 Series 5 1,281.1:1 1,281.1 VFTP 2026 Series 5 Preference Shares to 1 ordinary share
Exchange ratio VFVN Series 5 2.209:1 2.209 VFVN Series 5 Preference Shares to 1 ordinary share
preference shares financial
"CPUD VFTP01 preference shares ("VFTP Series 1 Preference Shares") in the capital of VinFast Trading and Product Joint Stock Company"
Preference shares are a type of company stock that pays owners a fixed or regularly prioritized payout, similar to receiving steady interest from a savings account, while still representing ownership. They usually get paid dividends before regular (common) shareholders and have priority if the company distributes assets, but often carry limited voting rights and less upside if the company’s value soars. Investors care because preference shares trade off growth potential for steadier income and greater safety in payouts.
exchangeable financial
"The VFTP Series 1 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate"
corporate restructuring financial
"In connection with the corporate restructuring announced by the Issuer on May 12, 2026, 464,573,166 VFTP preference shares were allocated"
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"
derivative transactions financial
"derivativeTransactionCount": 11, "netBuySellShares": 0, "netBuySellDirection": "neutral""
Derivative transactions are contracts whose value depends on the price or performance of something else—like stocks, bonds, currencies, interest rates or commodities. Think of them as insurance or bets about a future price: investors use them to protect against losses, lock in prices, or try to amplify returns, but they can also magnify losses, create cash demands and expose a firm to the risk that the other party won’t meet its obligation, so they can materially affect a company’s financial stability and volatility.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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)
06/19/2026
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 Series 1 Preference Shares(1)06/19/2026J(1)(2)105,939,38312/31/2024 (1)Ordinary Shares23,542,085(1)0IBy Vingroup(2)
VFTP Series 2 Preference Shares(3)06/19/2026J(2)(3)102,589,45712/31/2024 (3)Ordinary Shares60,346,739(3)0IBy Vingroup(2)
VFTP Series 3 Preference Shares(4)06/19/2026J(2)(4)807,500,22912/31/2024 (4)Ordinary Shares179,444,495(4)0IBy Vingroup(2)
VFTP Series 5 Preference Shares(5)06/19/2026J(2)(5)4,542,643,385 (5) (5)Ordinary Shares449,766,671(5)0IBy Vingroup(2)
VFTP 2026 Series 1 Preference Shares(6)06/19/2026J(2)(6)101,166,30506/19/2026 (6)Ordinary Shares186,241(6)101,166,305IBy Vingroup(2)
VFTP 2026 Series 3 Preference Shares(7)06/19/2026J(2)(7)771,118,47106/19/2026 (7)Ordinary Shares1,419,584(7)771,118,471IBy Vingroup(2)
VFTP 2026 Series 5 Preference Shares(8)06/19/2026J(2)(8)4,337,975,51006/19/2026 (8)Ordinary Shares3,386,133(8)4,337,975,510IBy Vingroup(2)
VFVN Series 1 Preference Shares(9)06/19/2026J(2)(9)4,773,07806/19/2026 (9)Ordinary Shares23,397,441(9)4,773,078IBy Vingroup(2)
VFVN Series 2 Preference Shares(10)06/19/2026J(2)(10)102,589,45706/19/2026 (10)Ordinary Shares60,346,739(10)102,589,457IBy Vingroup(2)
VFVN Series 3 Preference Shares(11)06/19/2026J(2)(11)36,381,75806/19/2026 (11)Ordinary Shares178,341,950(11)36,381,758IBy Vingroup(2)
VFVN Series 5 Preference Shares(12)06/19/2026J(2)(12)204,667,87506/19/2026 (12)Ordinary Shares92,651,822(12)204,667,875IBy Vingroup(2)
Explanation of Responses:
1. CPUD VFTP01 preference shares ("VFTP Series 1 Preference Shares") in the capital of VinFast Trading and Product Joint Stock Company ("VFTP"), a joint stock company organized in Vietnam and a subsidiary of the Issuer. The VFTP Series 1 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 4.5 VFTP Series 1 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 1 Preference Shares have no expiration date.
2. In connection with the corporate restructuring announced by the Issuer on May 12, 2026, 464,573,166 VFTP preference shares were allocated to VinFast Vietnam Joint Stock Company ("VFVN") and re-classified as preference shares of VinFast Vietnam Joint Stock Company ("VFVN"). The VFTP preference shares and VFVN preference shares reported herein are held of record by Vingroup Joint Stock Company ("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 VFTP02 preference shares ("VFTP Series 2 Preference Shares") in the capital of VFTP. The VFTP Series 2 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 1.7 VFTP Series 2 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 2 Preference Shares have no expiration date.
4. CPUD VFTP03 preference shares ("VFTP Series 3 Preference Shares") in the capital of VFTP. The VFTP Series 3 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 4.5 VFTP Series 3 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 3 Preference Shares have no expiration date.
5. CPUD VFTP05 preference shares ("VFTP Series 5 Preference Shares") in the capital of VFTP. The VFTP Series 5 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 10.1 VFTP Series 5 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 5 Preference Shares were issued in four tranches on December 30, 2024, March 31, 2025, December 22, 2025, and March 30, 2026, were exercisable from their respective issuance dates, and had no expiration date.
6. CPUD VFTP01 preference shares issued in June 2026 ("VFTP 2026 Series 1 Preference Shares") in the capital of VFTP. 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.
7. CPUD VFTP03 preference shares issued in June 2026 ("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.
8. CPUD VFTP05 preference shares issued in June 2026 ("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.
9. CPUD VFVN01 preference shares ("VFVN Series 1 Preference Shares") in the capital of VFVN. The VFVN Series 1 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 0.204 VFVN Series 1 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFVN Series 1 Preference Shares have no expiration date.
10. CPUD VFVN02 preference shares ("VFVN Series 2 Preference Shares") in the capital of VFVN. The VFVN Series 2 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 1.7 VFVN Series 2 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFVN Series 2 Preference Shares have no expiration date.
11. CPUD VFVN03 preference shares ("VFVN Series 3 Preference Shares") in the capital of VFVN. The VFVN Series 3 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 0.204 VFVN Series 3 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFVN Series 3 Preference Shares have no expiration date.
12. CPUD VFVN05 preference shares ("VFVN Series 5 Preference Shares") in the capital of VFVN. The VFVN Series 5 Preference Shares are exchangeable for the Issuer's ordinary shares at an exchange rate of 2.209 VFVN Series 5 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFVN Series 5 Preference Shares have no expiration date.
/s/ Le Thi Dieu My, attorney-in-fact06/22/2026
** 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 did VinFast (VFS) disclose in this Form 4 for Vuong Pham Nhat?

The Form 4 shows 11 derivative transactions classified as “other” involving preference shares held indirectly through Vingroup. These adjust Vingroup’s VFTP and VFVN preference share holdings as part of a corporate restructuring, without any reported open‑market purchases or sales of VinFast ordinary shares.

Are the VinFast (VFS) Form 4 transactions open‑market buys or sells?

No. All reported transactions use code J, described as other acquisitions or dispositions. They relate to restructuring Vingroup’s derivative holdings in VinFast‑related preference shares, with a reported price per share of zero, rather than open‑market buying or selling of VinFast ordinary shares.

How many VinFast‑related preference shares were affected in this Form 4?

The transaction summary shows 11 restructuring transactions covering 11,117,344,908 preference shares. These include multiple VFTP and VFVN preference share series, some moving to new 2026 or VFVN classes and others going to a zero balance as part of the restructuring.

What is Vingroup’s role in the VinFast (VFS) Form 4 transactions?

The preference shares are held of record by Vingroup Joint Stock Company, which is associated with the reporting person. A footnote explains that Vingroup received and reclassified VFTP and VFVN preference shares in a corporate restructuring, and the reporting person disclaims beneficial ownership beyond his pecuniary interest.

Can VFTP and VFVN preference shares convert into VinFast ordinary shares?

Yes. Footnotes state each VFTP and VFVN preference share series is exchangeable into VinFast ordinary shares at a specified ratio, such as 10.1 or 543.2 preference shares per ordinary share, subject to necessary approvals and other conditions, and the preference shares have no expiration date.

What corporate event is linked to these VinFast (VFS) Form 4 entries?

A footnote ties the allocation and reclassification of 464,573,166 VFTP preference shares to a corporate restructuring announced by VinFast on May 12, 2026. Those shares were allocated to VinFast Vietnam Joint Stock Company and reclassified as VFVN preference shares held by Vingroup.