Were any of Sun Jian David’s 111, Inc. (YI) share sales for tax withholding?

Yes. Footnotes state that 29,280 shares and 70,440 shares were sold specifically to satisfy tax withholding obligations on RSU vesting. These tax-related dispositions are mechanical and differ from discretionary open-market sales motivated by investment views.

Large RSU grants and follow-on share sales by 111, Inc. (YI) director

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

111, Inc. director Sun Jian David reported a mix of RSU grants and share sales. On May 11, 2026, he received 378,737 RSUs that vested in full on the grant date. On May 12, 2026, he received a further 413,168 RSUs that vest 25% on each of the first four anniversaries of May 12, 2026, with pro rata vesting if his service ends other than for cause.

Between May 26, 2026 and June 10, 2026, he sold 227,160 Class A ordinary shares tied to RSUs at prices between $0.22 and $0.27 per share. Footnotes state that 29,280 shares and 70,440 shares were sold to satisfy tax withholding obligations on RSU vesting. After these transactions, he directly holds 583,111 RSUs (Class A).

Insights

Routine RSU grants plus partial share sales, some for taxes.

The filing shows Sun Jian David receiving sizeable RSU awards from 111, Inc. in May 2026, alongside several sales of Class A shares. The RSU grants appear compensation-related, with one fully vested immediately and another structured over four years with pro rata vesting on certain terminations.

Share sales totaling 227,160 shares occurred shortly after, at prices between $0.22 and $0.27. Footnotes clarify that 29,280 and 70,440 shares were sold to cover tax withholding obligations tied to RSU vesting, which is a mechanistic event rather than a discretionary market sale. The remaining June transactions look like open-market sales.

After these moves, he still directly holds 583,111 RSUs representing Class A ordinary shares. The pattern — compensation grants plus partial disposals, including tax-related sales — is typical for equity-compensated directors and, on its own, does not clearly indicate a change in long-term sentiment.

Insider Trade Summary

Net Seller: 227,160 shares ($53,672)

Net Sell 7 txns

Insider Sun Jian David

Role null

Sold 227,160 shs ($54K)

Type	Security	Shares	Price	Value
Sale	RSUs (Class A)	115,440	$0.22	$25K
Sale	RSUs (Class A)	12,000	$0.23	$3K
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	--
Grant/Award	RSUs (Class A)	378,737	$0.00	--
Grant/Award	RSUs (Class A)	18,366	$0.00	--

Holdings After Transaction: RSUs (Class A) — 583,111 shares (Direct, null)

Footnotes (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. 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. 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. 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. Represents the sale of 70,440 Class 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

Total shares sold: 227,160 shares Post-transaction RSU holdings: 583,111 RSUs RSU grant (May 11, 2026): 378,737 RSUs +3 more

6 metrics

Total shares sold 227,160 shares Net sales of Class A shares tied to RSUs in May–June 2026

Post-transaction RSU holdings 583,111 RSUs Direct holdings after June 10, 2026 transactions

RSU grant (May 11, 2026) 378,737 RSUs Fully vested on the May 11, 2026 grant date

RSU grant (May 12, 2026) 413,168 RSUs Vests 25% annually over four years from May 12, 2026

Tax-withholding sales 99,720 shares 29,280 and 70,440 shares sold to satisfy tax withholding

Sale price range $0.22–$0.27 per share Open-market and tax-related sales from May 26 to June 10, 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

"in the form of 1,464 ADSs of the Issuer to satisfy tax withholding obligations"

tax withholding obligations financial

"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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

06/11/2026 - 06:12 AM

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^*

Sun Jian David

(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)
06/09/2026

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
RSUs (Class A)	06/09/2026		S		12,000	D	$0.23	698,551	D
RSUs (Class A)	06/10/2026		S		115,440	D	$0.22	583,111	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 70,440 Class 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/ Jian Sun	06/11/2026
	** 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

FAQ

What insider transactions did 111, Inc. (YI) director Sun Jian David report?

He reported RSU grants and subsequent share sales. In May 2026 he received large RSU awards, then between late May and June 10, 2026 sold 227,160 Class A shares related to those RSUs at prices between $0.22 and $0.27 per share.

How many RSUs did Sun Jian David receive from 111, Inc. (YI) in May 2026?

He received two major RSU grants in May 2026. One grant was 378,737 RSUs that vested in full on May 11, 2026. A second grant was 413,168 RSUs on May 12, 2026, scheduled to vest in four annual 25% installments.

How many 111, Inc. (YI) shares did Sun Jian David sell and at what prices?

He sold a total of 227,160 Class A ordinary shares tied to RSUs. The reported sale prices ranged from $0.22 to $0.27 per share, with transactions dated May 26, May 27, June 9, and June 10, 2026 in this Form 4.

How many 111, Inc. (YI) RSUs does Sun Jian David hold after these transactions?

Following the reported May–June 2026 transactions, he directly holds 583,111 RSUs representing Class A ordinary shares. This remaining position indicates he retains a substantial equity stake even after the combination of RSU grants and share sales disclosed.

How do the May 12, 2026 RSUs for 111, Inc. (YI) vest for Sun Jian David?

The 413,168 RSUs granted on May 12, 2026 vest over four years. Twenty‑five percent vests on each of the first, second, third and fourth anniversaries of May 12, 2026, with pro rata vesting in a year if service ends other than for cause.