STOCK TITAN
  1. Home
  2. Sec-filings
  3. WDH
  4. [Form 3] Waterdrop Inc. Initial Statement of Beneficial Ownership

Waterdrop (WDH) Head of R&D reports options and large RSU grants

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

Rhea-AI Filing Summary

Waterdrop Inc. filed an initial insider ownership report for Head of R&D ZHOU Xiaobo, detailing existing equity awards rather than new market trades. The filing shows share options covering 600,000 Class A ordinary shares with an exercise price of US$0.08 per share, all fully vested.

It also lists multiple restricted share unit (RSU) grants, including 800,000 Class A ordinary shares granted on March 25, 2022 that are fully vested, and 800,000 granted on October 1, 2022, with 520,000 already vested and the rest vesting on October 1, 2026. Additional RSU awards cover 1,500,000 shares from a December 25, 2023 grant vesting through December 1, 2027, 600,000 shares from an April 1, 2024 grant vesting through March 1, 2028, 537,180 shares from a March 1, 2025 grant vesting through April 1, 2029, and 600,000 shares from a February 24, 2026 grant vesting through February 1, 2030.

Positive

  • None.

Negative

  • None.
Insider ZHOU Xiaobo
Role Head of R&D
Type Security Shares Price Value
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 -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
Holdings After Transaction: Share Options (Right to Buy) — 600,000 shares (Direct); Class A ordinary shares — 230,610 shares (Direct)
Footnotes (1)
  1. Represents 800,000 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. 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. 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. 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 180,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 1, 2027 and March 1, 2028. 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. 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. 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.
Understanding Insider Trading Forms →
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*
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)
03/16/2026 		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)
Head of R&D
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 230,610 D
Class A ordinary shares(1) 800,000 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 800,000 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 180,000 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 03/16/2026
** 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 the Waterdrop (WDH) Form 3 for ZHOU Xiaobo show?

The Form 3 shows initial insider holdings for Head of R&D ZHOU Xiaobo, including vested and unvested restricted share units and stock options, rather than any new share purchases or sales in the market.

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

The filing reports share options covering 600,000 Class A ordinary shares. These options were granted on March 25, 2021 and are fully vested and exercisable, with an exercise price of US$0.08 per Class A ordinary share.

Which RSU grants are fully vested for Waterdrop (WDH) Head of R&D?

One key RSU grant for 800,000 Class A ordinary shares dated March 25, 2022 is fully vested. Other RSU awards in the filing include partially vested and entirely unvested tranches that will vest on future specified dates through 2030.

What future vesting schedule is disclosed for Waterdrop (WDH) RSUs?

The filing lists multiple RSU grants vesting on set dates, including October 1, 2026, December 1, 2026 and 2027, March 1, 2027 and 2028, April 1 from 2026–2029, and February 1 from 2027–2030, subject to each award’s terms.

Does the Waterdrop (WDH) Form 3 show insider buying or selling?

No explicit buying or selling transactions are reported. The entries are classified as holdings, describing existing options and restricted share units, along with their vesting status and schedules, rather than open-market purchases or sales.

What is significant about the 1,500,000-share RSU grant in Waterdrop (WDH) Form 3?

One RSU award covers 1,500,000 Class A ordinary shares granted on December 25, 2023. Half of these RSUs have vested, and the remaining tranches are scheduled to vest on December 1, 2026 and December 1, 2027, depending on continued eligibility.