Waterdrop (NYSE: WDH) Head of R&D updates options and RSU awards

Rhea-AI Filing Summary

Waterdrop Inc. Head of R&D ZHOU Xiaobo has amended his insider holdings disclosure, detailing current equity awards and share ownership. He reports share options granted on March 25, 2021 that are fully vested and exercisable at an exercise price of US$0.08 per Class A ordinary share, covering 600,000 underlying shares.

The amendment also outlines multiple restricted share unit (RSU) grants. These include awards granted on March 25, 2022, October 1, 2022, December 25, 2023, April 1, 2024, March 1, 2025, and February 24, 2026, with portions already vested and the remaining units scheduled to vest in installments through 2030. Overall, the filing provides a clearer view of ZHOU’s mix of vested shares, fully vested options, and time-based RSUs that vest over the next several years.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ZHOU Xiaobo

(Last) (First) (Middle)

NO. 203 WANGJING LIZE ZHONGYUAN ZONE 2

CHAOYANG DISTRICT

(Street)

BEIJING F4 100102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2026

3. Issuer Name and Ticker or Trading Symbol
Waterdrop Inc. [ WDH ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of R&D

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares	230,610	D
Class A ordinary shares(1)	771,960	D
Class A ordinary shares(2)	800,000	D
Class A ordinary shares(3)	1,500,000	D
Class A ordinary shares(4)	600,000	D
Class A ordinary shares(5)	537,180	D
Class A ordinary shares(6)	600,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Options (Right to Buy)	(7)	(7)	Class A ordinary shares	600,000	(7)	D

Explanation of Responses:

1. Represents 771,960 Class A ordinary shares of the Issuer issued upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on March 25, 2022. These restricted share units have been fully vested as of the date hereof.

2. Represents 800,000 Class A ordinary shares of the Issuer issued or issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on October 1, 2022, representing the contingent right to receive Class A ordinary shares of the Issuer. Of such restricted share units, restricted share units for 520,000 Class A ordinary shares have been vested and the remaining will vest on October 1, 2026.

3. Represents 1,500,000 Class A ordinary shares of the Issuer issued or issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on December 25, 2023, representing the contingent right to receive Class A ordinary shares of the Issuer. Of such restricted share units, restricted share units for 750,000 Class A ordinary shares have been vested and the remaining will vest in installments on December 1, 2026 and December 1, 2027.

4. Represents 600,000 Class A ordinary shares of the Issuer issued or issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on April 1, 2024, representing the contingent right to receive Class A ordinary shares of the Issuer. Of such restricted share units, restricted share units for 240,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 1, 2027 and March 1, 2028.

5. Represents 537,180 Class A ordinary shares of the Issuer issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on March 1, 2025, representing the contingent right to receive Class A ordinary shares of the Issuer. These restricted share units shall vest in installments on April 1, 2026, April 1, 2027, April 1, 2028, and April 1, 2029.

6. Represents 600,000 Class A ordinary shares of the Issuer issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on February 24, 2026, representing the contingent right to receive Class A ordinary shares of the Issuer. These restricted share units shall vest in installments on February 1, 2027, February 1, 2028, February 1, 2029, and February 1, 2030.

7. These options were granted on March 25, 2021. All options granted have been fully vested and exercisable as of the date hereof. The exercise price for these options is US$0.08 per Class A ordinary share.

	/s/ Xiaobo Zhou	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does Waterdrop (WDH) Head of R&D ZHOU Xiaobo report in this Form 3/A?

ZHOU Xiaobo updates his holdings, listing fully vested stock options and multiple restricted share unit grants. The filing shows both already-vested Class A ordinary shares and additional RSUs that will vest over several future dates, clarifying his current and potential equity stake in Waterdrop.

How many Waterdrop (WDH) shares are covered by ZHOU Xiaobo’s vested stock options?

The amended filing shows share options granted on March 25, 2021, covering 600,000 underlying Class A ordinary shares. All of these options are fully vested and exercisable at an exercise price of US$0.08 per share, giving ZHOU the right to purchase those shares.

What RSU awards does ZHOU Xiaobo disclose for Waterdrop (WDH)?

ZHOU reports several restricted share unit awards referencing 771,960, 800,000, 1,500,000, 600,000, 537,180 and 600,000 Class A ordinary shares. Some units have fully or partially vested, while the remaining units will vest on specified future dates from 2026 through 2030.

Over what period will ZHOU Xiaobo’s Waterdrop (WDH) RSUs continue to vest?

The RSU grants disclosed in the amendment include future vesting dates in installments on October 1, 2026, December 1, 2026, December 1, 2027, March 1, 2027, March 1, 2028, and annually from April 1, 2026 through April 1, 2029 and February 1, 2027 through February 1, 2030.

Is this Waterdrop (WDH) Form 3/A about insider buying or selling of shares?

No specific insider purchases or sales are reported here; the entries are holdings. The amendment primarily updates the structure of ZHOU Xiaobo’s equity awards, including vested stock options and restricted share units with both vested and unvested portions, rather than recording new market transactions.