[Form 3] Waterdrop Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Waterdrop Inc.’s Head of Finance, Xu Xiaoying, has reported her beneficial ownership of Class A ordinary shares. The report lists 600,000 Class A ordinary shares held directly, along with several restricted share unit (RSU) awards that are issued or issuable as they vest over time.

One RSU grant covers 4,500,000 Class A ordinary shares awarded on March 25, 2023, of which 2,025,000 shares have vested, with the remainder vesting in installments on March 25, 2026 and March 25, 2027. A second grant covers 1,000,000 shares awarded on April 1, 2024, with 400,000 shares vested and the balance vesting on March 1, 2027 and March 1, 2028. Additional RSU grants for 553,820 and 700,000 shares, awarded on March 1, 2025 and February 24, 2026, are scheduled to vest in installments between April 1, 2026 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^*

XU XIAOYING

(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 Finance

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	600,000	D
Class A ordinary shares(1)	4,500,000	D
Class A ordinary shares(2)	1,000,000	D
Class A ordinary shares(3)	553,820	D
Class A ordinary shares(4)	700,000	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

Explanation of Responses:

1. Represents 4,500,000 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 March 25, 2023, representing the contingent right to receive Class A ordinary shares of the Issuer. Of such restricted share units, restricted share units for 2,025,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 25, 2026 and March 25, 2027.

2. 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.

3. Represents 553,820 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 700,000 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.

	/s/Xiaoying Xu	03/17/2026
	** 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.

FAQ

What does the Form 3 for Waterdrop Inc. (WDH) show about Xu Xiaoying’s holdings?

The report shows Head of Finance Xu Xiaoying directly holds 600,000 Class A ordinary shares and several large RSU awards. These restricted share units represent additional shares that are issued or will be issued as they vest on specified future dates.

How many Waterdrop (WDH) shares are tied to Xu Xiaoying’s March 25, 2023 RSU grant?

One RSU award represents 4,500,000 Class A ordinary shares granted on March 25, 2023. Of these, 2,025,000 shares have already vested, while the remaining units will vest in installments on March 25, 2026 and March 25, 2027, subject to continued service conditions.

What are the key details of the April 1, 2024 RSU grant to Waterdrop’s Head of Finance?

An RSU grant dated April 1, 2024 covers 1,000,000 Class A ordinary shares. Restricted share units for 400,000 shares have vested, and the remaining units are scheduled to vest in installments on March 1, 2027 and March 1, 2028, increasing potential future share ownership.

What future vesting is scheduled from the 2025 and 2026 RSU awards at Waterdrop (WDH)?

One RSU award covers 553,820 Class A ordinary shares granted March 1, 2025, vesting between April 1, 2026 and April 1, 2029. Another covers 700,000 shares granted February 24, 2026, vesting between February 1, 2027 and February 1, 2030, creating a multi-year vesting profile.

Does Waterdrop’s Head of Finance hold these Class A ordinary shares directly or indirectly?

The report classifies the positions as direct ownership. The entries list Class A ordinary shares and RSU-linked shares with ownership type coded as direct, indicating they are attributed personally to Xu Xiaoying rather than to a separate trust, partnership, or other related entity.