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Waterdrop (NYSE: WDH) executive details Class A share and equity awards

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

Rhea-AI Filing Summary

Waterdrop Inc. director and Head of Insurance Business Ran Wei filed an initial Form 3 reporting his ownership of Class A ordinary shares and equity awards. He has voting and disposal power over 11,088,000 Class A ordinary shares held by Christmastrees Holdings Limited, where he is the sole director.

The filing notes his indirect pecuniary interest in 1,000,000 Class A ordinary shares held by Ark Trust (Hong Kong) Limited, while he disclaims beneficial ownership except to that extent. It also details multiple restricted share unit awards, including 1,416,660 and 2,083,340 Class A ordinary shares that have fully vested, as well as additional awards of 56,340, 500,000 and 1,200,000 shares that are issued or issuable under vesting schedules extending to dates such as January 1, 2027, March 1, 2028 and February 1, 2030.

The Form 3 further reports fully vested share options covering 200,000 Class A ordinary shares, granted on March 25, 2021, with an exercise price of US$0.08 per share.

Positive

  • None.

Negative

  • None.
Insider ran wei
Role Head of Insurance Business
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) — 200,000 shares (Direct); Class A Ordinary Shares — 11,088,000 shares (Indirect, See Footnote); Class A Ordinary Shares — 1,416,660 shares (Direct)
Footnotes (1)
  1. Represents 11,088,000 Class A ordinary shares held of record by Christmastrees Holdings Limited, a British Virgin Islands company. Mr. Ran is the sole director of Christmastrees Holdings Limited and has the sole power to vote and dispose of the securities held by such entity. Represents Mr. Ran's indirect pecuniary interest in 1,000,000 Class A ordinary shares held of record by Ark Trust (Hong Kong) Limited, a Hong Kong company. Mr. Wei Ran disclaims beneficial ownership of the shares held by Ark Trust (Hong Kong) Limited except to the extent of any indirect pecuniary interest therein. Represents 1,416,660 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. Represents 2,083,340 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. Represents 56,340 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 42,250 Class A ordinary shares have been vested and the remaining will vest on January 1, 2027. Represents 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 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 150,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 1, 2027 and March 1, 2028. Represents 1,200,000 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.
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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OMB Number: 3235-0104
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1. Name and Address of Reporting Person*
ran wei

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Head of Insurance Business
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 11,088,000 I See Footnote(1)
Class A Ordinary Shares 1,000,000 I See Footnotes(2)
Class A Ordinary Shares(3) 1,416,660 D
Class A Ordinary Shares(4) 2,083,340 D
Class A Ordinary Shares(5) 56,340 D
Class A Ordinary Shares(6) 500,000 D
Class A Ordinary Shares(7) 1,200,000 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) (8) (8) Class A ordinary shares 200,000 (8) D
Explanation of Responses:
1. Represents 11,088,000 Class A ordinary shares held of record by Christmastrees Holdings Limited, a British Virgin Islands company. Mr. Ran is the sole director of Christmastrees Holdings Limited and has the sole power to vote and dispose of the securities held by such entity.
2. Represents Mr. Ran's indirect pecuniary interest in 1,000,000 Class A ordinary shares held of record by Ark Trust (Hong Kong) Limited, a Hong Kong company. Mr. Wei Ran disclaims beneficial ownership of the shares held by Ark Trust (Hong Kong) Limited except to the extent of any indirect pecuniary interest therein.
3. Represents 1,416,660 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.
4. Represents 2,083,340 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.
5. Represents 56,340 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 42,250 Class A ordinary shares have been vested and the remaining will vest on January 1, 2027.
6. Represents 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 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 150,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 1, 2027 and March 1, 2028.
7. Represents 1,200,000 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.
8. 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/Wei Ran 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).
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FAQ

What does Waterdrop Inc. (WDH) disclose in Ran Wei’s Form 3?

The Form 3 discloses Ran Wei’s initial ownership in Waterdrop, including direct and indirect holdings of Class A ordinary shares, several restricted share unit awards with different vesting schedules, and fully vested options over 200,000 shares at an exercise price of US$0.08.

How many Waterdrop (WDH) shares are held through Christmastrees Holdings Limited?

Christmastrees Holdings Limited holds 11,088,000 Class A ordinary shares of Waterdrop. Ran Wei is the sole director of Christmastrees Holdings Limited and has sole power to vote and dispose of the securities held by this British Virgin Islands company, according to the filing footnotes.

What is Ran Wei’s indirect interest in Ark Trust shares of Waterdrop (WDH)?

Ran Wei has an indirect pecuniary interest in 1,000,000 Class A ordinary shares held by Ark Trust (Hong Kong) Limited. He expressly disclaims beneficial ownership of shares held by Ark Trust, except to the extent of any indirect pecuniary interest described in the Form 3 footnote.

Which restricted share unit awards for Waterdrop (WDH) have fully vested for Ran Wei?

Two restricted share unit awards have fully vested: 1,416,660 Class A ordinary shares granted on October 1, 2022, and 2,083,340 Class A ordinary shares granted on January 1, 2023. Both sets of restricted share units are fully vested as of the reporting date, according to the disclosure.

What future vesting schedules are disclosed for Waterdrop (WDH) RSUs held by Ran Wei?

The filing shows RSUs for 56,340 shares with remaining vesting on January 1, 2027, 500,000 shares with remaining vesting on March 1, 2027 and March 1, 2028, and 1,200,000 shares scheduled to vest in installments on February 1, 2027, 2028, 2029 and 2030.

What option grant does Ran Wei report in Waterdrop (WDH)’s Form 3?

Ran Wei reports options granted on March 25, 2021 over 200,000 Class A ordinary shares of Waterdrop. The footnotes state these options are fully vested and exercisable, with an exercise price of US$0.08 per Class A ordinary share as of the reporting date.