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Waterdrop (NYSE: WDH) VP details RSU and option holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Waterdrop Inc. executive Li Jieru, VP of Finance and Head of Strategy and Capital Markets, has filed an initial statement of beneficial ownership of Class A ordinary shares and related equity awards.

The filing lists share options covering 375,000 and 275,000 Class A ordinary shares, with options granted on March 25, 2021 carrying an exercise price of US$0.08 per share. It also details restricted share units representing 400,000, 1,800,000, 646,410 and 500,000 Class A ordinary shares, some of which have already vested and the rest scheduled to vest between October 1, 2026 and February 1, 2030.

Positive

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Negative

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Insider Li Jieru
Role VP Fin, Head of Strat & CapMkt
Type Security Shares Price Value
holding Share Options (Right to Buy) -- -- --
holding Share Options (Right to Buy) -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
Holdings After Transaction: Share Options (Right to Buy) — 375,000 shares (Direct); Class A ordinary shares — 400,000 shares (Direct)
Footnotes (1)
  1. Represents 400,000 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 260,000 Class A ordinary shares have been vested and the remaining will vest on October 1, 2026. Represents 1,800,000 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 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 540,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 1, 2027 and March 1, 2028. Represents 646,410 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. Represents 500,000 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. These options were granted on March 25, 2021. Of such options, options to purchase 250,000 Class A ordinary shares are currently exercisable and the remaining will vest and become exercisable on March 25, 2026. The exercise price for these options is US$0.08 per Class A ordinary share. 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.
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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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Li Jieru
(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)
03/16/2026 		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)
VP Fin, Head of Strat & CapMkt
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(1) 400,000 D
Class A ordinary shares(2) 1,800,000 D
Class A ordinary shares(3) 646,410 D
Class A ordinary shares(4) 500,000 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) (5) (5) Class A ordinary shares 375,000 (5) D
Share Options (Right to Buy) (6) (6) Class A ordinary shares 275,000 (6) D
Explanation of Responses:
1. Represents 400,000 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 260,000 Class A ordinary shares have been vested and the remaining will vest on October 1, 2026.
2. Represents 1,800,000 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 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 540,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 1, 2027 and March 1, 2028.
3. Represents 646,410 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.
4. Represents 500,000 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.
5. These options were granted on March 25, 2021. Of such options, options to purchase 250,000 Class A ordinary shares are currently exercisable and the remaining will vest and become exercisable on March 25, 2026. The exercise price for these options is US$0.08 per Class A ordinary share.
6. 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/Jieru Li 03/16/2026
** Signature of Reporting Person Date
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 5 (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.

Source: View Original Filing on SEC EDGAR

FAQ

What does Waterdrop (WDH) VP Li Jieru report in this Form 3 filing?

Li Jieru reports initial beneficial ownership of Waterdrop Class A ordinary shares, including options and restricted share units. The filing outlines multiple equity awards, their grant dates, vesting schedules, and underlying share counts, clarifying her current and potential future shareholdings in the company.

How many Waterdrop (WDH) restricted share units has Li Jieru received and when do they vest?

Li Jieru has restricted share units linked to 400,000, 1,800,000, 646,410 and 500,000 Waterdrop Class A shares. Portions of the 400,000 and 1,800,000-unit grants have vested, with remaining tranches scheduled to vest from October 1, 2026 through February 1, 2030.

What share option awards for Waterdrop (WDH) does Li Jieru hold?

She holds share options over 375,000 and 275,000 Class A ordinary shares. According to the notes, these options were granted on March 25, 2021 at an exercise price of US$0.08 per share, with some already exercisable and the rest vesting by March 25, 2026.

How many of Li Jieru’s Waterdrop (WDH) restricted share units are already vested?

Out of 400,000 restricted share units, 260,000 shares have vested. From a separate 1,800,000-unit grant, 540,000 shares have vested. The remaining units from these awards will vest on October 1, 2026, March 1, 2027 and March 1, 2028, respectively.

Over what period will Li Jieru’s newer Waterdrop (WDH) RSU grants vest?

The 646,410-unit RSU grant will vest in installments on April 1, 2026, 2027, 2028 and 2029. The 500,000-unit RSU grant will vest in installments on February 1, 2027, 2028, 2029 and 2030, creating a multi-year equity vesting schedule for the executive.

Does this Waterdrop (WDH) Form 3 show any insider share purchases or sales by Li Jieru?

This Form 3 does not record open-market purchases or sales. It is an initial ownership report listing existing share options and restricted share units, with their vesting terms, rather than documenting new buy or sell transactions in Waterdrop shares.