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  4. [Form 4] Yatra Online, Inc. Insider Trading Activity

Yatra Online (YTRA) flags 1,025,640 invalid performance stock units

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

Rhea-AI Filing Summary

Shringi Dhruv reported acquisition or exercise transactions in this Form 4 filing.

Yatra Online, Inc. director Dhruv Shringi reported four awards of Performance Stock Units, each for 256,410 underlying Ordinary Shares with trigger prices of $3.75 or $4.25, derived from INR-denominated thresholds and an exchange ratio of 1.58 Yatra Online Limited shares per unit.

Footnotes state that grants totaling 1,025,640 Performance Stock Units were later determined invalid due to an administrative error, so they are deemed not granted and no underlying shares were issued. The units would have vested only if Yatra Online Limited’s 20-day volume-weighted average price exceeded INR 208 or INR 236 before expirations in July 2027 or November 2028.

Positive

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Negative

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Insider Shringi Dhruv
Role Director
Type Security Shares Price Value
Grant/Award Performance Stock Units F1, F2, F3 256,410 $0.00 $0.00
Grant/Award Performance Stock Units F1, F4, F3 256,410 $0.00 $0.00
Grant/Award Performance Stock Units F1, F5, F3 256,410 $0.00 $0.00
Grant/Award Performance Stock Units F1, F6, F3 256,410 $0.00 $0.00
Holdings After Transaction: Performance Stock Units — 1,025,640 shares (Direct)
Footnotes (6)
  1. F1. The trigger prices reported above reflect that INR-denominated trigger price converted into U.S. dollars using an exchange ratio of 1.58 Yatra Online Limited shares per Performance Stock Unit and an exchange rate of INR 87.7 = USD $1.00.
  2. F2. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 208 on any trading day and shall expire on July 19, 2027.
  3. F3. Grants of 1,025,640 Performance Stock Units were determined by the Issuer to have been invalid due to an administrative error. As such, these Performance Stock Units were not deemed to have been granted and no actual shares underlying such grants were issued.
  4. F4. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 208 on any trading day and shall expire on November 8, 2028.
  5. F5. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 236 on any trading day and shall expire on July 19, 2027.
  6. F6. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 236 on any trading day and shall expire on November 8, 2028.
Performance Stock Units affected 1,025,640 units Grants determined invalid and treated as not granted
Grant size per entry 256,410 units Each of four reported Performance Stock Unit entries
Trigger price (USD, lower tranche) $3.7500 Conversion or exercise price for certain Performance Stock Units
Trigger price (USD, higher tranche) $4.2500 Conversion or exercise price for other Performance Stock Units
VWAP trigger level 1 INR 208 20-day Volume Weighted Average Price condition for vesting
VWAP trigger level 2 INR 236 Higher 20-day VWAP condition for vesting
Exchange rate INR 87.7 = USD $1.00 Used to convert INR-denominated trigger prices into U.S. dollars
Exchange ratio 1.58 shares per Performance Stock Unit Yatra Online Limited shares per Performance Stock Unit for pricing
Performance Stock Units financial
"Grants of 1,025,640 Performance Stock Units were determined by the Issuer..."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Volume Weighted Average Price financial
"The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20..."
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
exchange ratio financial
"trigger price converted into U.S. dollars using an exchange ratio of 1.58 Yatra Online..."
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
administrative error regulatory
"Grants of 1,025,640 Performance Stock Units were determined invalid due to an administrative error."

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FAQ

What insider transactions did Yatra Online (YTRA) report for Dhruv Shringi?
Yatra Online reported four Performance Stock Unit awards for director Dhruv Shringi, each covering 256,410 underlying Ordinary Shares at trigger prices of $3.75 or $4.25. Footnotes explain these grants were later deemed invalid and treated as not granted.

How many Performance Stock Units are involved in Yatra Online (YTRA)'s Form 4 filing?
The filing references grants totaling 1,025,640 Performance Stock Units, represented as four entries of 256,410 units each. A footnote states these grants were determined invalid due to an administrative error, so they are deemed not granted and no shares were issued.

What are the vesting conditions and expirations for the Yatra Online (YTRA) Performance Stock Units?
The Performance Stock Units would vest only if Yatra Online Limited’s 20-day Volume Weighted Average Price exceeded INR 208 or INR 236 on any trading day. Depending on the tranche, the awards carried expiration dates in July 2027 or November 2028.

How were trigger prices calculated for the Yatra Online (YTRA) Performance Stock Units?
Trigger prices of $3.75 and $4.25 reflect INR-denominated thresholds converted into U.S. dollars. The footnote cites an exchange ratio of 1.58 Yatra Online Limited shares per unit and an exchange rate of INR 87.7 = USD $1.00 for these conversions.

Did Yatra Online (YTRA) issue any shares from these Performance Stock Unit grants?
No. A footnote specifies that the 1,025,640 Performance Stock Units were determined invalid due to an administrative error. They are treated as not granted, and no actual shares underlying these grants were issued or became outstanding.
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*
Shringi Dhruv
(Last)(First)(Middle)
GULF ADIBA, PLOT NO. 272
4TH FLOOR, UDYOG VIHAR, PHASE-II
(Street)
HARYANA122008
(City)(State)(Zip)
INDIA
(Country)		2. Issuer Name and Ticker or Trading Symbol
Yatra Online, Inc. [ YTRA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026		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
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
Performance Stock Units$3.75(1)08/05/2026A256,410 (2)07/19/2027Ordinary Shares256,410$0256,410(3)D
Performance Stock Units$3.75(1)08/05/2026A256,410 (4)11/08/2028Ordinary Shares256,410$0256,410(3)D
Performance Stock Units$4.25(1)08/05/2026A256,410 (5)07/19/2027Ordinary Shares256,410$0256,410(3)D
Performance Stock Units$4.25(1)08/05/2026A256,410 (6)11/08/2028Ordinary Shares256,410$0256,410(3)D
Explanation of Responses:
1. The trigger prices reported above reflect that INR-denominated trigger price converted into U.S. dollars using an exchange ratio of 1.58 Yatra Online Limited shares per Performance Stock Unit and an exchange rate of INR 87.7 = USD $1.00.
2. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 208 on any trading day and shall expire on July 19, 2027.
3. Grants of 1,025,640 Performance Stock Units were determined by the Issuer to have been invalid due to an administrative error. As such, these Performance Stock Units were not deemed to have been granted and no actual shares underlying such grants were issued.
4. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 208 on any trading day and shall expire on November 8, 2028.
5. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 236 on any trading day and shall expire on July 19, 2027.
6. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 236 on any trading day and shall expire on November 8, 2028.
/s/ Dhruv Shringi08/06/2026
** 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)

Source: View Original Filing on SEC EDGAR