Were any of Chen Yang Luke’s 111, Inc. (YI) share sales for tax withholding?

Yes. Footnotes state that 1,440 shares sold on May 26, 2026 and 3,400 shares sold on May 27, 2026 were to satisfy tax withholding obligations related to RSU vesting, rather than discretionary open‑market sales for portfolio reasons.

111, Inc. (YI) director logs 98,760-share net sale and major RSU awards

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

111, Inc. director Chen Yang Luke reported a mix of RSU grants and share dispositions in Class A ordinary shares. He received awards of 54,759 RSUs on May 11, 2026 and 413,168 RSUs on May 12, 2026, each RSU representing one Class A share.

He also reported open‑market sales of 49,920 shares on June 12, 2026 and 44,000 shares on June 15, 2026 at prices of about $0.23 per share. Footnotes state that additional sales of 1,440 shares on May 26, 2026 and 3,400 shares on May 27, 2026 were made to satisfy tax withholding obligations tied to RSU vesting.

After these transactions, Chen directly holds 495,462 Class A shares. The filing notes that each RSU represents a contingent right to receive one Class A ordinary share, and that as of the Form 4 date the referenced RSUs have fully vested.

Insider Trade Summary

Net Seller: 98,760 shares ($22,840)

Net Sell 7 txns

Insider Chen Yang Luke

Role null

Sold 98,760 shs ($23K)

Type	Security	Shares	Price	Value
Sale	RSUs (Class A)	44,000	$0.23	$10K
Sale	RSUs (Class A)	49,920	$0.23	$11K
Sale	RSUs (Class A)	3,400	$0.25	$850.00
Sale	RSUs (Class A)	1,440	$0.27	$388.80
Grant/Award	RSUs (Class A)	413,168	$0.00	--
Grant/Award	RSUs (Class A)	54,759	$0.00	--
Grant/Award	RSUs (Class A)	126,295	$0.00	--

Holdings After Transaction: RSUs (Class A) — 495,462 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 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. 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 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. 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

Net shares sold: 98,760 shares Open-market sale June 15, 2026: 44,000 shares at $0.23 Open-market sale June 12, 2026: 49,920 shares at $0.23 +5 more

8 metrics

Net shares sold 98,760 shares Net-sell shares in this Form 4

Open-market sale June 15, 2026 44,000 shares at $0.23 Class A shares, direct ownership

Open-market sale June 12, 2026 49,920 shares at $0.23 Class A shares, direct ownership

Tax-withholding sale May 26, 2026 1,440 shares Sold to satisfy tax withholding on RSU vesting

Tax-withholding sale May 27, 2026 3,400 shares Sold to satisfy tax withholding on RSU vesting

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

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

Shares held after transactions 495,462 shares Direct Class A holdings after latest transaction

Key Terms

RSUs, ADSs, tax withholding obligations, grant, award, or other acquisition, +1 more

5 terms

RSUs financial

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

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.

ADSs financial

"Represents the sale of 1,440 Class A ordinary share (in the form of 72 ADSs) of the Issuer"

tax withholding obligations financial

"sale of 1,440 Class A ordinary share ... to satisfy tax withholding obligations in connection with the vesting of RSUs."

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

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.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 06:21 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^*

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)
06/12/2026

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⁾	09/08/2023		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

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 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	06/16/2026
	** 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 Chen Yang Luke report?

He reported new RSU grants and several share dispositions in Class A stock. Awards on May 11 and 12, 2026 were followed by sales in May and June 2026, including tax‑related sales and open‑market transactions, with updated post‑transaction holdings disclosed.

How many shares did Chen Yang Luke sell in the latest 111, Inc. (YI) Form 4?

He reported sales totaling 98,760 Class A shares across four transactions. Two sales on June 12 and June 15, 2026 were open‑market, while May 26 and May 27, 2026 sales were specifically to cover tax withholding obligations on vesting RSUs.

What RSU awards were granted to Chen Yang Luke by 111, Inc. (YI)?

He received 54,759 RSUs on May 11, 2026 that fully vested on the grant date, and 413,168 RSUs on May 12, 2026. The larger grant vests 25% on each of the first four anniversaries of May 12, 2026, subject to service conditions described.

How many 111, Inc. (YI) Class A shares does Chen Yang Luke hold after these transactions?

After the reported trades and awards, he directly holds 495,462 Class A shares. This figure reflects the net effect of RSU grants, open‑market sales, and tax‑withholding‑related sales disclosed in the Form 4, as of the latest transaction date.

What does each RSU represent in Chen Yang Luke’s 111, Inc. (YI) filings?

Each RSU represents a contingent right to receive one Class A ordinary share. The Form 4 notes that, as of its date, the RSUs referenced there had fully vested, and provides detailed vesting terms for the large May 12, 2026 RSU grant.