111, Inc. director granted RSUs, uses shares for tax

111, Inc. director Chen Yang Luke reported RSU awards and related tax-share sales.

Accepted by SEC EDGAR 05/29/2026 - 08:46 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

111, Inc. director Chen Yang Luke reported RSU awards and related tax-share sales. He received grants of 54,759 and 413,168 RSUs (Class A), each representing one Class A ordinary share. As RSUs vested, he sold 1,440 and 3,400 Class A shares to satisfy tax withholding obligations, and held 589,382 Class A shares directly after the latest transaction.

Insider Trade Summary

Net Seller: 4,840 shares

Net Sell 5 txns

Insider Chen Yang Luke

Role Director

Sold 4,840 shs ($1K)

Share of Position Sold 0.81%

Type	Security	Shares	Price	Value
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	$0.00
Grant/Award	RSUs (Class A)	54,759	$0.00	$0.00
Grant/Award	RSUs (Class A)	126,295	$0.00	$0.00

Holdings After Transaction: RSUs (Class A) — 589,382 shares (Direct)

Holdings Before and After: RSUs (Class A), 0 to 589,382 shares (Direct)

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

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

RSU grant: 413,168 RSUs RSU grant: 54,759 RSUs Shares sold for tax: 1,440 shares +3 more

6 metrics

RSU grant 413,168 RSUs Grant dated May 12, 2026, vests over four years

RSU grant 54,759 RSUs Grant dated May 11, 2026, vests in full on grant date

Shares sold for tax 1,440 shares Sale on May 26, 2026 to satisfy tax withholding

Shares sold for tax 3,400 shares Sale on May 27, 2026 to satisfy tax withholding

Post-transaction holdings 589,382 shares Class A ordinary shares held directly after May 27, 2026

Earlier RSU grant 126,295 RSUs Grant dated September 8, 2023

Key Terms

RSU, ADSs, vesting commencement date, tax withholding obligations, +2 more

6 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 1,440 Class A ordinary share (in the form of 72 ADSs) of the Issuer"

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

"sale of 3,400 Class A ordinary share ... to satisfy tax withholding obligations in connection with the vesting of RSUs."

Service Recipient financial

"if the Reporting Person's service with the Issuer or any Service Recipient ... terminates"

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 RSU grants did Chen Yang Luke report for 111, Inc. (YI)?

He reported grants of 54,759 and 413,168 RSUs (Class A), each RSU representing one Class A ordinary share. These awards were granted on May 11, 2026 and May 12, 2026, with the larger grant vesting in four annual installments starting May 12, 2026.

How do the new RSU awards for 111, Inc. (YI) vest over time?

The 413,168 RSU grant vests 25% on each of the first, second, third and fourth anniversaries of May 12, 2026. If service ends other than for cause during a vesting year, that year’s portion vests pro rata based on completed months of service.

Why did Chen Yang Luke sell 111, Inc. (YI) Class A shares?

He sold 1,440 and 3,400 Class A ordinary shares solely to satisfy tax withholding obligations tied to RSU vesting. Footnotes clarify these were not discretionary open-market disposals but share sales used to cover related tax liabilities arising from vested awards.

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

After the most recent reported transaction, he directly holds 589,382 Class A ordinary shares. This figure reflects the net position following RSU grants and the small number of shares sold to cover withholding taxes connected with vesting of previously granted RSUs.

What does each RSU represent in the 111, Inc. (YI) Form 4?

Each RSU represents a contingent right to receive one Class A ordinary share of 111, Inc. Footnotes state that, as of the Form 4 date, all such RSUs referenced there have fully vested, converting into an equivalent number of underlying Class A ordinary shares for the reporting person.

How were American Depositary Shares (ADSs) referenced in the 111, Inc. (YI) insider filing?

The filing notes that sales of 1,440 and 3,400 Class A ordinary shares corresponded to 72 and 170 ADSs, respectively. These ADSs were sold to cover tax withholding obligations related to the vesting of RSUs, rather than for discretionary portfolio rebalancing.

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

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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^*

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)
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)
			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

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	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)