Yuanbao CEO corrects tax-withheld depositary share count

The CEO's option exercises were accompanied by sell-to-cover ADS sales and an amendment to the reported tax-withholding share count.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Yuanbao Inc. Chief Executive Officer Fang Rui, who is also identified as a director and 10 percent owner, exercised options on September 24, 2026, covering 4,998 Class A ordinary shares at $0.10 per share, 5,700 at $0.35, and 4,998 at $0.06. The exercises were reported alongside acquisitions of 833, 950, and 833 American Depositary Shares (ADSs), respectively; each ADS is convertible into six Class A ordinary shares.

Fang Rui also reported sell-to-cover sales on September 24 of 440 ADSs at a weighted average $12.16 per ADS, 573 at $12.15, 258 at $12.15, and 173 at $12.11, to pay aggregate option exercise costs and withholding tax. A separate entry dated September 16 reports 14,737 ADSs withheld for taxes; the amendment updates an earlier estimate to the actual count. The related $12.31 per ADS price is a weighted average, and the last of those sales was completed September 23, 2026. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Seller: 1,444 shares

Net Sell 11 txns

Insider Fang Rui

Role Chief Executive Officer

Sold 1,444 shs ($18K)

Type	Security	Shares	Price	Value
Exercise	Options (Right to Buy) F3	4,998	$0.00	$0.00
Exercise	American Depositary Shares F1, F4	833	--	--
Sale	American Depositary Shares F1, F5	440	$12.16	$5K
Exercise	Options (Right to Buy) F6	5,700	$0.00	$0.00
Exercise	American Depositary Shares F1, F4	950	--	--
Sale	American Depositary Shares F1, F5	573	$12.15	$7K
Exercise	Options (Right to Buy) F7	4,998	$0.00	$0.00
Exercise	American Depositary Shares F1, F4	833	--	--
Sale	American Depositary Shares F1, F5	258	$12.15	$3K
Sale	American Depositary Shares F1, F5	173	$12.11	$2K
Tax Withholding	American Depositary Shares F1, F2	14,737	$12.31	$181K

Holdings After Transaction: Options (Right to Buy) — 2,617,304 contracts (Direct); American Depositary Shares — 116,435 contracts (Direct)

Footnotes (7)

1. F1. Represents American Depositary Share ("ADS"). Each ADS is convertible at any time, at the holder's election, into six (6) Class A Ordinary Shares, with a par value of US$0.0001 per share, of Yuanbao Inc. The ADSs have no expiration date.
2. F2. The number of shares previously reported as being withheld for the payment of taxes was estimated. This amendment updates the Form 4 with the actual number of shares withheld. The price reported in Column 8 is a weighted average price per ADS sold, with the last of such sales completed on September 23, 2026. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
3. F3. The option shares are fully vested and exercisable as of January 1, 2025.
4. F4. Represents ADSs acquired upon exercise of options.
5. F5. Represents ADSs sold pursuant to a sell-to-cover arrangement in payment of the aggregate option exercise price and withholding tax liability incurred upon the exercise of options. The price reported in Column 8 is a weighted average price per ADS sold.
6. F6. The option shares are vested and exercisable as of October 1, 2025.
7. F7. The option shares are fully vested and exercisable as of August 1, 2024.

Key Figures

Options exercised: 4,998 options Options exercised: 5,700 options Options exercised: 4,998 options +5 more

8 metrics

Options exercised 4,998 options Covered 4,998 Class A ordinary shares; exercise price $0.10 per share; September 24, 2026

Options exercised 5,700 options Covered 5,700 Class A ordinary shares; exercise price $0.35 per share; September 24, 2026

Options exercised 4,998 options Covered 4,998 Class A ordinary shares; exercise price $0.06 per share; September 24, 2026

ADS sale 440 ADSs at weighted average $12.16 per ADS Sell-to-cover transaction; September 24, 2026

ADS sale 573 ADSs at weighted average $12.15 per ADS Sell-to-cover transaction; September 24, 2026

ADS sale 258 ADSs at weighted average $12.15 per ADS Sell-to-cover transaction; September 24, 2026

ADS sale 173 ADSs at weighted average $12.11 per ADS Sell-to-cover transaction; September 24, 2026

ADSs withheld for taxes 14,737 ADSs Actual count updated from an earlier estimate; weighted average price $12.31 per ADS; last sale completed September 23, 2026

Key Terms

American Depositary Share, sell-to-cover arrangement, weighted average price per ADS sold, fully vested and exercisable

4 terms

American Depositary Share financial

"Represents American Depositary Share ("ADS")"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

sell-to-cover arrangement financial

"pursuant to a sell-to-cover arrangement"

weighted average price per ADS sold financial

"a weighted average price per ADS sold"

fully vested and exercisable financial

"option shares are fully vested and exercisable"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many YB ADSs did Fang Rui sell, and at what prices?

On September 24, 2026, Fang Rui reported sell-to-cover sales of 440 ADSs at a weighted average $12.16 per ADS, 573 at $12.15, 258 at $12.15, and 173 at $12.11. The sales were reported as paying aggregate option exercise costs and withholding tax incurred upon option exercises.

What options did Yuanbao Inc.'s CEO exercise?

On September 24, 2026, Fang Rui exercised options covering 4,998, 5,700, and 4,998 Class A ordinary shares, at exercise prices of $0.10, $0.35, and $0.06 per share, respectively. The corresponding reported acquisitions were 833, 950, and 833 ADSs; each ADS is convertible into six Class A ordinary shares.

Why was the YB Form 4 amended?

The amendment updates an earlier estimated tax-withholding amount to the actual count of 14,737 ADSs reported as withheld for taxes in an entry dated September 16, 2026. The associated $12.31 per ADS price is a weighted average, and the last of those sales was completed September 23, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/25/2026 - 08:25 AM Accepted by SEC EDGAR 09/25/2026 - 08:25 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fang Rui

(Last) (First) (Middle)

BUILDING 2, NO.8 BEICHEN WEST ROAD,

CHAOYANG DISTRICT

(Street)

BEIJING 100101

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Yuanbao Inc. [ YB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/18/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
American Depositary Shares	(1)	09/16/2026		F			14,737(2)	(1)	(1)	Class A ordinary shares	88,422	$12.31(2)	115,263	D
Options (Right to Buy)	$0.1	09/24/2026		M			4,998	(3)	01/01/2031	Class A ordinary shares	4,998	$0	870,002	D
American Depositary Shares	(1)(4)	09/24/2026		M		833(4)		(1)	(1)	Class A ordinary shares	4,998	(4)	116,096	D
American Depositary Shares	(1)	09/24/2026		S			440(5)	(1)	(1)	Class A ordinary shares	2,640	$12.16(5)	115,656	D
Options (Right to Buy)	$0.35	09/24/2026		M			5,700	(6)	11/15/2034	Class A ordinary shares	5,700	$0	952,300	D
American Depositary Shares	(1)(4)	09/24/2026		M		950(4)		(1)	(1)	Class A ordinary shares	5,700	(4)	116,606	D
American Depositary Shares	(1)	09/24/2026		S			573(5)	(1)	(1)	Class A ordinary shares	3,438	$12.15(5)	116,033	D
Options (Right to Buy)	$0.06	09/24/2026		M			4,998	(7)	08/01/2030	Class A ordinary shares	4,998	$0	795,002	D
American Depositary Shares	(1)(4)	09/24/2026		M		833(4)		(1)	(1)	Class A ordinary shares	4,998	(4)	116,866	D
American Depositary Shares	(1)	09/24/2026		S			258(5)	(1)	(1)	Class A ordinary shares	1,548	$12.15(5)	116,608	D
American Depositary Shares	(1)	09/24/2026		S			173(5)	(1)	(1)	Class A ordinary shares	1,038	$12.11(5)	116,435	D

Explanation of Responses:

1. Represents American Depositary Share ("ADS"). Each ADS is convertible at any time, at the holder's election, into six (6) Class A Ordinary Shares, with a par value of US$0.0001 per share, of Yuanbao Inc. The ADSs have no expiration date.

2. The number of shares previously reported as being withheld for the payment of taxes was estimated. This amendment updates the Form 4 with the actual number of shares withheld. The price reported in Column 8 is a weighted average price per ADS sold, with the last of such sales completed on September 23, 2026. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.

3. The option shares are fully vested and exercisable as of January 1, 2025.

4. Represents ADSs acquired upon exercise of options.

5. Represents ADSs sold pursuant to a sell-to-cover arrangement in payment of the aggregate option exercise price and withholding tax liability incurred upon the exercise of options. The price reported in Column 8 is a weighted average price per ADS sold.

6. The option shares are vested and exercisable as of October 1, 2025.

7. The option shares are fully vested and exercisable as of August 1, 2024.

	/s/ Fang Rui	09/25/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)