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[Form 4] Yiren Digital Ltd. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Yiren Digital Ltd. Executive Chairman and CEO Tang Ning reported changes in his indirect holdings through a restructuring of CreditEase Holdings (Cayman) Limited. On June 5, 2026, a shareholding restructuring at CreditEase resulted in Tang Ning indirectly holding, via a Cayman trust and a British Virgin Islands company, the entire equity interest in CreditEase, up from approximately 43.4% previously.

One Form 4 entry records 81,176,519 Ordinary Shares as an “other acquisition or disposition” transaction, with 143,421,412 Ordinary Shares indirectly owned after the transaction through CreditEase. Another entry reflects 2,205,900 Ordinary Shares held indirectly by his spouse. The filing states that Tang Ning may be deemed to have voting and dispositive power over shares held by CreditEase, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Filing shows internal restructuring of indirect control, not market trading.

The disclosure centers on a restructuring at CreditEase Holdings (Cayman) Limited, which holds Yiren Digital shares. After the restructuring, Tang Ning indirectly holds the entire equity interest in CreditEase, increased from approximately 43.4%, via a Cayman trust and a British Virgin Islands company.

One Form 4 line records 81,176,519 Ordinary Shares under code J, labeled as an “other acquisition or disposition,” with indirect ownership of 143,421,412 shares afterward. Another line lists 2,205,900 shares held by his spouse. The filing notes he may be deemed to have voting and dispositive power, but repeatedly disclaims beneficial ownership beyond his pecuniary interest.

This pattern indicates an internal ownership and control reorganization rather than open-market buying or selling. The economic impact for outside shareholders depends on how this indirect control and the trust structure interact with broader governance, which would be clarified in subsequent company communications and filings.

Insider Tang Ning
Role Executive Chairman and CEO
Type Security Shares Price Value
Other Ordinary Shares 81,176,519 $0.00 --
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 143,421,412 shares (Indirect, See footnote)
Footnotes (1)
  1. Represents securities held by CreditEase Holdings (Cayman) Limited ("CreditEase"). On June 5, 2026, a change in the shareholding structure of CreditEase occurred as a result of the surrender of equity interests by certain of its shareholders ("Restructuring"). The Reporting Person thereby indirectly held, through a trust and a British Virgin Islands company, the entire equity interest in CreditEase, increased from approximately 43.4% prior to the Restructuring. The trust is established under the laws of the Cayman Islands ("Trust") and managed by Maples Trustee Services (Cayman) Limited, as trustee. The Reporting Person is the settlor of the Trust and one of the Trust's beneficiaries. Under the terms of the Trust, the Reporting Person may be deemed to have voting and dispositive power over the Issuer's shares held by CreditEase. The Reporting Person disclaims beneficial ownership of the securities held by CreditEase except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Restructuring transaction shares 81,176,519 Ordinary Shares Code J “other acquisition or disposition” on June 5, 2026
Indirect shares after restructuring 143,421,412 Ordinary Shares Indirectly owned through CreditEase after June 5, 2026 transaction
Spouse-held indirect shares 2,205,900 Ordinary Shares Indirect ownership “by spouse” as of June 5, 2026
Prior equity interest in CreditEase approximately 43.4% Tang Ning’s equity interest in CreditEase before the restructuring
Equity interest in CreditEase after entire equity interest Held indirectly via trust and BVI company after restructuring
Other acquisition or disposition financial
"transaction_code_description: "Other acquisition or disposition""
Restructuring financial
"a change in the shareholding structure of CreditEase occurred as a result of the surrender of equity interests by certain of its shareholders ("Restructuring")"
Restructuring is a deliberate rearrangement of a company’s operations, finances, or ownership—like reorganizing a cluttered house to run more efficiently—often involving cost cuts, asset sales, debt changes, or staff moves. Investors pay attention because restructuring can improve profitability and free up cash, but it can also signal distress, incur one-time costs, or dilute shareholder value; its success affects future earnings and stock performance.
beneficial ownership regulatory
"The Reporting Person disclaims beneficial ownership of the securities held by CreditEase except to the extent of his pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the securities held by CreditEase except to the extent of his pecuniary interest therein"
Section 16 regulatory
"not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
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SEC Form 4
FORM 4UNITED 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*
Tang Ning

(Last)(First)(Middle)
C/O YIREN DIGITAL LTD., 28/F, CHINA
MERCHANTS BUREAU BLDG, 118 JIANGUO ROAD

(Street)
CHAOYANG DISTRICT, BEIJING100022

(City)(State)(Zip)

CHINA

(Country)
2. Issuer Name and Ticker or Trading Symbol
Yiren Digital Ltd. [ YRD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares06/05/2026J(1)81,176,519A(1)143,421,412ISee footnote(1)
Ordinary Shares2,205,900IBy spouse(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents securities held by CreditEase Holdings (Cayman) Limited ("CreditEase"). On June 5, 2026, a change in the shareholding structure of CreditEase occurred as a result of the surrender of equity interests by certain of its shareholders ("Restructuring"). The Reporting Person thereby indirectly held, through a trust and a British Virgin Islands company, the entire equity interest in CreditEase, increased from approximately 43.4% prior to the Restructuring. The trust is established under the laws of the Cayman Islands ("Trust") and managed by Maples Trustee Services (Cayman) Limited, as trustee. The Reporting Person is the settlor of the Trust and one of the Trust's beneficiaries. Under the terms of the Trust, the Reporting Person may be deemed to have voting and dispositive power over the Issuer's shares held by CreditEase. The Reporting Person disclaims beneficial ownership of the securities held by CreditEase except to the extent of his pecuniary interest therein.
2. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
/s/ Wei Tan, Attorney-in-Fact06/08/2026
** Signature of Reporting PersonDate
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)

FAQ

What did Yiren Digital (YRD) disclose about Tang Ning’s holdings?

Yiren Digital disclosed that Executive Chairman and CEO Tang Ning reported changes in his indirect holdings after a restructuring at CreditEase Holdings. He now indirectly holds the entire equity interest in CreditEase, which itself holds a large block of Yiren Digital Ordinary Shares.

How many Yiren Digital shares are indirectly linked to Tang Ning after the restructuring?

After the restructuring, the Form 4 shows 143,421,412 Yiren Digital Ordinary Shares indirectly owned through CreditEase Holdings. It also reports an 81,176,519-share entry coded as an “other acquisition or disposition,” reflecting part of the internal ownership reorganization rather than open-market trading.

What does the 81,176,519-share Form 4 transaction for Yiren Digital represent?

The 81,176,519 Ordinary Shares are reported with transaction code J, described as an “other acquisition or disposition.” According to the footnote, this is tied to a restructuring of CreditEase’s shareholding structure rather than a conventional market purchase or sale of Yiren Digital stock.

How are Yiren Digital shares held by Tang Ning’s spouse reported?

The filing shows 2,205,900 Yiren Digital Ordinary Shares held indirectly “by spouse.” These holdings are categorized as indirect ownership, separate from the much larger block held through CreditEase, and are subject to a similar disclaimer of beneficial ownership beyond Tang Ning’s pecuniary interest.

What does Tang Ning’s beneficial ownership disclaimer for Yiren Digital mean?

Tang Ning states he disclaims beneficial ownership of the securities held by CreditEase and those reported indirectly, except to the extent of his pecuniary interest. This means he does not concede full beneficial ownership for legal purposes, including Section 16, despite possible voting and dispositive power.

Did the Yiren Digital Form 4 show any open-market buying or selling by Tang Ning?

The Form 4 does not show any open-market buy or sell transactions. Instead, it reports an internal restructuring transaction coded J and an indirect holding by spouse, both accompanied by detailed footnotes and a disclaimer of beneficial ownership beyond Tang Ning’s pecuniary interest.