Were Luo Jun Justin’s 111, Inc. (YI) share sales discretionary or tax related?

The sales were tax related. Footnotes state the 29,280 and 70,440 Class A shares were sold, in ADS form, solely to satisfy tax withholding obligations arising from the vesting of RSUs rather than open-market discretionary selling.

111, Inc. director reports RSU grants, tax sales

111, Inc. director Luo Jun Justin reported a mix of RSU awards and related share sales.

Accepted by SEC EDGAR 05/29/2026 - 08:51 AM EDT

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

111, Inc. director Luo Jun Justin reported a mix of RSU awards and related share sales. He received grants of 378,737 and 413,168 RSUs, each representing one Class A ordinary share, with the larger grant vesting in stages from May 12, 2026. To satisfy tax withholding obligations tied to RSU vesting, 29,280 Class A shares were sold at $0.27 per share and 70,440 Class A shares were sold at $0.25 per share. After these compensation-related transactions, he holds 710,551 Class A shares directly.

Insider Trade Summary

Net Seller: 99,720 shares

Net Sell 5 txns

Insider Luo Jun Justin

Role Director

Sold 99,720 shs ($26K)

Share of Position Sold 12.3%

Type	Security	Shares	Price	Value
Sale	RSUs (Class A)	70,440	$0.25	$18K
Sale	RSUs (Class A)	29,280	$0.27	$8K
Grant/Award	RSUs (Class A)	413,168	$0.00	$0.00
Grant/Award	RSUs (Class A)	378,737	$0.00	$0.00
Grant/Award	RSUs (Class A)	18,366	$0.00	$0.00

Holdings After Transaction: RSUs (Class A) — 710,551 shares (Direct)

Holdings Before and After: RSUs (Class A), 0 to 710,551 shares (Direct)

Other Insiders: 2 other insiders reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (5)

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.
F2. Represent a grant of 378,737 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.
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.
F4. Represents the sale of 29,280 Class A ordinary share (in the form of 1,464 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.
F5. Represents the sale of 70,440Class A ordinary share (in the form of 3,522 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

Key Figures

RSU grant May 11, 2026: 378,737 RSUs RSU grant May 12, 2026: 413,168 RSUs Tax-related sale 1: 29,280 shares at $0.27 +2 more

5 metrics

RSU grant May 11, 2026 378,737 RSUs Grant of RSUs vesting fully on grant date

RSU grant May 12, 2026 413,168 RSUs Grant vesting 25% annually over four years

Tax-related sale 1 29,280 shares at $0.27 Shares sold to satisfy RSU tax withholding

Tax-related sale 2 70,440 shares at $0.25 Shares sold to satisfy RSU tax withholding

Post-transaction holdings 710,551 shares Class A shares held directly after May 27, 2026

Key Terms

RSU, ADSs, tax withholding obligations, vesting commencement date, +1 more

5 terms

RSU financial

"Each RSU represents a contingent right to receive one Class A ordinary share."

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

ADSs financial

"Represents the sale of 29,280 Class A ordinary share (in the form of 1,464 ADSs) of the Issuer"

tax withholding obligations financial

"sale of 29,280 Class A ordinary share ... to satisfy tax withholding obligations in connection with the vesting of RSUs"

vesting commencement date financial

"with a grant date of May 12, 2026 and a 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.

Cause financial

"terminates in any vesting year other than for Cause (as defined in the applicable Award Agreement)"

FAQ

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

What insider transactions did 111, Inc. (YI) director Luo Jun Justin report?

He reported RSU grants and related tax sales. The director received 378,737 and 413,168 RSUs and had 29,280 and 70,440 Class A shares sold to cover tax withholding tied to RSU vesting, leaving 710,551 shares held directly.

How many RSUs did 111, Inc. (YI) grant to director Luo Jun Justin?

He received two major RSU awards. One grant covered 378,737 RSUs vesting in full on May 11, 2026, and another covered 413,168 RSUs vesting 25% annually over four years starting May 12, 2026, subject to continued service conditions.

What is Luo Jun Justin’s shareholding in 111, Inc. (YI) after these transactions?

Following the reported grants and tax-related sales, he directly holds 710,551 Class A shares. Each RSU corresponds to one Class A ordinary share, and the filing shows this balance after the May 27, 2026 transaction.

How do the new 111, Inc. (YI) RSU grants vest for Luo Jun Justin?

The 378,737 RSUs vest fully on the May 11, 2026 grant date. The 413,168 RSUs begin vesting May 12, 2026, with 25% vesting on each of the first four anniversaries, including pro rata vesting if service ends without Cause within a vesting year.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Luo Jun Justin

(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)
05/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
RSUs (Class A)⁽¹⁾	09/12/2018		A		18,366	A	$0	18,366	D
RSUs (Class A)⁽²⁾	05/11/2026		A		378,737	A	$0	397,103	D
RSUs (Class A)⁽³⁾	05/12/2026		A		413,168	A	$0	810,271	D
RSUs (Class A)⁽⁴⁾	05/26/2026		S		29,280	D	$0.27	780,991	D
RSUs (Class A)⁽⁵⁾	05/27/2026		S		70,440	D	$0.25	710,551	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 378,737 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 29,280 Class A ordinary share (in the form of 1,464 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

5. Represents the sale of 70,440Class A ordinary share (in the form of 3,522 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

	/s/ Jun Luo	05/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR