111, Inc. director Chen sells 180,880 securities

The 413,168-RSU award is scheduled to vest in 25% installments on each of the first four anniversaries.

Rhea-AI Filing Summary

111, Inc. (YI) director Yang Luke Chen reported sales totaling 180,880 securities listed as RSUs (Class A) in six transactions: 38,120 on September 28, 2026, and 44,000 on September 23, both at $0.18 per share; 44,000 on June 15 and 49,920 on June 12, both at $0.23; 3,400 on May 27 at $0.25; and 1,440 on May 26 at $0.27. Notes identify the May sales as Class A ordinary shares sold to satisfy tax withholding, in the form of 170 and 72 ADSs, respectively.

Chen also received grants of 54,759 RSUs on May 11, 2026, vesting in full that day, and 413,168 RSUs on May 12, with 25% vesting on each of the first four anniversaries. If service ends other than for Cause, the portion scheduled to vest that year vests pro rata based on completed months of service. A 126,295-RSU grant dated September 8, 2023, is listed as fully vested as of the Form 4 date.

Insider Trade Summary

Net Seller: 180,880 shares

Net Sell 9 txns

Insider Chen Yang Luke

Role Director

Sold 180,880 shs ($38K)

Type	Security	Shares	Price	Value
Sale	RSUs (Class A)	38,120	$0.18	$7K
Sale	RSUs (Class A)	44,000	$0.18	$8K
Sale	RSUs (Class A)	44,000	$0.23	$10K
Sale	RSUs (Class A)	49,920	$0.23	$11K
Sale	RSUs (Class A) F5	3,400	$0.25	$850.00
Sale	RSUs (Class A) F4	1,440	$0.27	$388.80
Grant/Award	RSUs (Class A) F3	413,168	$0.00	$0.00
Grant/Award	RSUs (Class A) F2	54,759	$0.00	$0.00
Grant/Award	RSUs (Class A) F1	126,295	$0.00	$0.00

Holdings After Transaction: RSUs (Class A) — 413,342 shares (Direct)

Footnotes (5)

1. F1. Each RSU represents a contingent right to receive one Class A ordinary share. As of the date of this Form 4, all such RSUs have fully vested.
2. F2. Represent a grant of 54,759 RSUs, each RSU representing the right to receive one Class A ordinary share of the Issuer, with a grant date of May 11, 2026, which shall vest in full on the grant date.
3. F3. Represent a grant of 413,168 RSUs, each RSU representing the right to receive one Class A ordinary share of the Issuer, with a grant date of May 12, 2026 and a vesting commencement date of May 12, 2026. Each such grant shall vest as to 25% of the RSUs on each of the first, second, third and fourth anniversaries of May 12, 2026; provided, however, that if the Reporting Person's service with the Issuer or any Service Recipient (as defined in the applicable Award Agreement) terminates in any vesting year other than for Cause (as defined in the applicable Award Agreement), the portion otherwise scheduled to vest for such vesting year shall vest pro rata based on the number of full months actually served by the grantee during such vesting year, with one-twelfth (1/12) of the amount scheduled to vest for such vesting year vesting for each completed month of service in such year.
4. F4. Represents the sale of 1,440 Class A ordinary share (in the form of 72 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.
5. F5. Represents the sale of 3,400 Class A ordinary share (in the form of 170 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

Key Figures

Reported sales: 180,880 securities RSU grant: 54,759 RSUs RSU grant: 413,168 RSUs +3 more

6 metrics

Reported sales 180,880 securities Six reported transactions; security title listed as RSUs (Class A)

RSU grant 54,759 RSUs May 11, 2026; vesting in full on the grant date

RSU grant 413,168 RSUs May 12, 2026; 25% vests on each of the first four anniversaries

Reported sale 38,120 securities September 28, 2026, at $0.18 per share

Tax-withholding sale 3,400 Class A ordinary shares May 27, 2026; in the form of 170 ADSs; $0.25 per share

Tax-withholding sale 1,440 Class A ordinary shares May 26, 2026; in the form of 72 ADSs; $0.27 per share

Key Terms

RSUs, vesting commencement date, pro rata, Service Recipient

4 terms

RSUs financial

"Represent a grant of 54,759 RSUs"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

vesting commencement date technical

"vesting commencement date of May 12, 2026"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

pro rata financial

"shall vest pro rata based on the number of full months"

Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.

Service Recipient technical

"Issuer or any Service Recipient"

FAQ

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

How many shares did YI director Yang Luke Chen sell, and at what prices?

Chen reported six sales totaling 180,880 securities listed as RSUs (Class A): 38,120 on September 28, 2026, and 44,000 on September 23, at $0.18 per share; 44,000 on June 15 and 49,920 on June 12, at $0.23; 3,400 on May 27 at $0.25; and 1,440 on May 26 at $0.27. The May sales were to satisfy tax withholding. No Rule 10b5-1 plan is reported.

What RSU grants did YI director Yang Luke Chen receive?

Chen received 54,759 RSUs on May 11, 2026, vesting in full that day, and 413,168 RSUs on May 12, 2026, vesting 25% on each of the next four anniversaries. If his service ends other than for Cause, the portion scheduled for that vesting year vests pro rata based on completed months of service.

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

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Available on EDGAR 09/29/2026 - 06:58 AM Accepted by SEC EDGAR 09/29/2026 - 06:57 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^*

Chen Yang Luke

(Last) (First) (Middle)

10TH FLOOR, T1. YUZHONGXIN,

NO. 268 YUBEI ROAD, PUDONG NEW AREA

(Street)

SHANGHAI, P.R.C 201204

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
111, Inc. [ YI ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2026

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)

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
RSUs (Class A)(1)	09/08/2023		A		126,295	A	$0	126,295	D
RSUs (Class A)(2)	05/11/2026		A		54,759	A	$0	181,054	D
RSUs (Class A)(3)	05/12/2026		A		413,168	A	$0	594,222	D
RSUs (Class A)(4)	05/26/2026		S		1,440	D	$0.27	592,782	D
RSUs (Class A)(5)	05/27/2026		S		3,400	D	$0.25	589,382	D
RSUs (Class A)	06/12/2026		S		49,920	D	$0.23	539,462	D
RSUs (Class A)	06/15/2026		S		44,000	D	$0.23	495,462	D
RSUs (Class A)	09/23/2026		S		44,000	D	$0.18	451,462	D
RSUs (Class A)	09/28/2026		S		38,120	D	$0.18	413,342	D

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

Explanation of Responses:

1. Each RSU represents a contingent right to receive one Class A ordinary share. As of the date of this Form 4, all such RSUs have fully vested.

2. Represent a grant of 54,759 RSUs, each RSU representing the right to receive one Class A ordinary share of the Issuer, with a grant date of May 11, 2026, which shall vest in full on the grant date.

3. Represent a grant of 413,168 RSUs, each RSU representing the right to receive one Class A ordinary share of the Issuer, with a grant date of May 12, 2026 and a vesting commencement date of May 12, 2026. Each such grant shall vest as to 25% of the RSUs on each of the first, second, third and fourth anniversaries of May 12, 2026; provided, however, that if the Reporting Person's service with the Issuer or any Service Recipient (as defined in the applicable Award Agreement) terminates in any vesting year other than for Cause (as defined in the applicable Award Agreement), the portion otherwise scheduled to vest for such vesting year shall vest pro rata based on the number of full months actually served by the grantee during such vesting year, with one-twelfth (1/12) of the amount scheduled to vest for such vesting year vesting for each completed month of service in such year.

4. Represents the sale of 1,440 Class A ordinary share (in the form of 72 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

5. Represents the sale of 3,400 Class A ordinary share (in the form of 170 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

	/s/ Yang Chen	09/29/2026
	** 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)