Were Sun Jian David’s recent YI share sales routine tax withholding?

Yes. Footnotes explain the 29,280 and 70,440 Class A shares sold in May 2026 were to satisfy tax withholding obligations tied to RSU vesting. Such tax-related dispositions are mechanical and do not represent discretionary open-market selling decisions.

Large RSU awards and tax-related 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 series of RSU-related transactions in Class A ordinary shares. He received grants of 378,737 RSUs on May 11, 2026 that vested in full on the grant date and 413,168 RSUs on May 12, 2026 that vest in four annual installments. On May 26, 2026 and May 27, 2026, a total of 99,720 Class A shares were sold solely to satisfy tax withholding obligations tied to RSU vesting, at prices of $0.27 and $0.25 per share. After these transactions, Sun directly holds 710,551 Class A shares.

Insider Trade Summary

Net Seller: 99,720 shares ($25,516)

Net Sell 5 txns

Insider Sun Jian David

Role null

Sold 99,720 shs ($26K)

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	--
Grant/Award	RSUs (Class A)	378,737	$0.00	--
Grant/Award	RSUs (Class A)	18,366	$0.00	--

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

RSU grant May 11, 2026: 378,737 RSUs RSU grant May 12, 2026: 413,168 RSUs Tax-withholding sale May 26, 2026: 29,280 shares at $0.27 +4 more

7 metrics

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

RSU grant May 12, 2026 413,168 RSUs Four-year vesting starting May 12, 2026

Tax-withholding sale May 26, 2026 29,280 shares at $0.27 Class A shares sold to satisfy tax obligations

Tax-withholding sale May 27, 2026 70,440 shares at $0.25 Class A shares sold to satisfy tax obligations

Net shares sold 99,720 shares Total May 2026 shares sold for tax withholding

Shares held after transactions 710,551 shares Direct Class A holdings following May 27, 2026

Prior RSU grant 18,366 RSUs RSUs granted on September 12, 2018

Key Terms

RSU, vesting commencement date, tax withholding obligations, ADSs, +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.

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.

tax withholding obligations financial

"to satisfy tax withholding obligations in connection with the vesting of RSUs."

ADSs financial

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

Cause financial

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

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Form 4 Insider Transactions: What Each Field Means →

05/29/2026 - 08:48 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)
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 70,440 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	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

FAQ

What insider transactions did YI director Sun Jian David report?

Sun Jian David reported RSU grants and related tax sales. He received 378,737 RSUs on May 11, 2026 and 413,168 RSUs on May 12, 2026, plus earlier RSUs, and sold 99,720 Class A shares to cover tax withholding tied to vesting.

How many YI shares did Sun Jian David sell and at what prices?

He sold 29,280 Class A shares on May 26, 2026 at $0.27 and 70,440 shares on May 27, 2026 at $0.25. Footnotes state these sales were made to satisfy tax withholding obligations arising from RSU vesting rather than discretionary open-market selling.

How many 111, Inc. RSUs were granted to Sun Jian David in May 2026?

He received 378,737 RSUs on May 11, 2026 and 413,168 RSUs on May 12, 2026. Each RSU represents the right to receive one Class A ordinary share, subject to the vesting conditions described in the award terms for each grant.

What are the vesting terms for Sun Jian David’s May 12, 2026 RSU grant at YI?

The 413,168 RSUs granted May 12, 2026 vest over four years. The award vests 25% on each of the first, second, third and fourth anniversaries of May 12, 2026, with pro rata vesting if qualifying service terminates during a vesting year.

How many 111, Inc. shares does Sun Jian David hold after these Form 4 transactions?

After the reported May 2026 transactions, Sun Jian David directly owns 710,551 Class A ordinary shares of 111, Inc. This figure reflects the net position after the RSU grants and the sales executed to cover associated tax withholding obligations.