Waterdrop (NYSE: WDH) HR VP Sun Xiaolei details share and option holdings

Rhea-AI Filing Summary

Waterdrop Inc. director and VP of Human Resources Xiaolei Sun has filed an initial ownership report detailing her equity interests in the company. The filing lists share options over 800,000 Class A ordinary shares with an exercise price of US$0.08 per share, all of which are fully vested and exercisable.

The report also describes indirect pecuniary interest in 4,200,000 Class A ordinary shares held of record by Ark Trust (Hong Kong) Limited, for which she disclaims beneficial ownership beyond that indirect interest. In addition, several restricted share unit awards are outlined, including 1,039,630 and 1,583,340 Class A ordinary shares that have fully vested from grants made on October 1, 2022 and January 1, 2023, respectively.

Further awards cover 73,730, 1,000,000 and 900,000 Class A ordinary shares from grants in 2023, 2024 and 2026, with portions already vested and the remaining shares scheduled to vest in installments between January 1, 2027 and February 1, 2030.

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^*

SUN XIAOLEI

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP of Human Resources

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

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	4,200,000	I	See Footnotes(1)
Class A Ordinary Shares(2)	1,039,630	D
Class A Ordinary Shares(3)	1,583,340	D
Class A Ordinary Shares(4)	73,730	D
Class A Ordinary Shares(5)	1,000,000	D
Class A Ordinary Shares(6)	900,000	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	800,000	(7)	D

Explanation of Responses:

1. Represents Ms. Xiaolei Sun's indirect pecuniary interest in 4,200,000 Class A ordinary shares held of record by Ark Trust (Hong Kong) Limited, a Hong Kong company. Ms. Xiaolei Sun disclaims beneficial ownership of the shares held by Ark Trust (Hong Kong) Limited except to the extent of any indirect pecuniary interest therein.

2. Represents 1,039,630 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 October 1, 2022. These restricted share units have been fully vested as of the date hereof.

3. Represents 1,583,340 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 January 1, 2023. These restricted share units have been fully vested as of the date hereof.

4. Represents 73,730 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 June 25, 2023, representing the contingent right to receive Class A ordinary shares of the Issuer. Of such restricted share units, restricted share units for 55,290 Class A ordinary shares have been vested and the remaining will vest on January 1, 2027.

5. Represents 1,000,000 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 400,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 1, 2027 and March 1, 2028.

6. Represents 900,000 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/ Xiaolei Sun	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What does the Form 3 filing by Waterdrop (WDH) executive Xiaolei Sun disclose?

The Form 3 discloses Xiaolei Sun’s initial ownership in Waterdrop, including fully vested options over 800,000 Class A ordinary shares and multiple restricted share unit awards, some already vested and others scheduled to vest through 2030, plus an indirect interest in shares held by Ark Trust.

How many Waterdrop (WDH) shares are linked to Xiaolei Sun through Ark Trust?

The filing states that Ark Trust (Hong Kong) Limited holds 4,200,000 Class A ordinary shares, in which Xiaolei Sun has an indirect pecuniary interest. She disclaims beneficial ownership of these shares except to the extent of that indirect economic interest, clarifying the nature of her relationship to the trust-held stake.

What option holdings does Waterdrop (WDH) VP Xiaolei Sun report on Form 3?

She reports share options granted March 25, 2021 over 800,000 Class A ordinary shares, with an exercise price of US$0.08 per share. The footnotes state all these options are fully vested and exercisable as of the filing date, reflecting a significant potential equity exposure.

Which restricted share units for Waterdrop (WDH) have already fully vested for Xiaolei Sun?

The filing notes 1,039,630 Class A ordinary shares from an October 1, 2022 grant and 1,583,340 shares from a January 1, 2023 grant have fully vested. These amounts represent shares issued upon vesting of prior restricted share unit awards now completely earned by the executive.

What future vesting schedules are disclosed for Waterdrop (WDH) RSU awards to Xiaolei Sun?

The document describes RSUs tied to 73,730, 1,000,000 and 900,000 Class A ordinary shares, with portions already vested. Remaining tranches are scheduled to vest on January 1, 2027, March 1, 2027, March 1, 2028, and on February 1 of 2027, 2028, 2029 and 2030.

Is Xiaolei Sun’s Waterdrop (WDH) Form 3 filing a report of new transactions?

The Form 3 functions as an initial ownership report rather than a record of new market trades. It summarizes existing holdings, options and restricted share unit awards, including their grant dates and vesting status, giving investors a baseline view of her current and potential equity exposure.