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  4. [Form 3/A] Youdao, Inc. Amended Initial Statement of Beneficial Ownership

Youdao (DAO) president Jin Lei details direct and indirect share stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3/A

Rhea-AI Filing Summary

Youdao, Inc. president Jin Lei filed an amended Form 3 reporting his existing equity holdings in the company. He holds an option over 20,000 Class A Ordinary Shares, indirect stakes in 620,000 Class B and 300,000 Class A shares through JinLei Quark Tech, Inc., plus directly held Class A shares and restricted share units with scheduled future vesting.

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Insider Jin Lei
Role president
Type Security Shares Price Value
holding Option -- -- --
holding Class B Ordinary Shares -- -- --
holding Class A Ordinary Shares -- -- --
holding Class A Ordinary Shares -- -- --
holding Restricted Share Unit -- -- --
Holdings After Transaction: Option — 20,000 shares (Direct); Class B Ordinary Shares — 620,000 shares (Indirect, held of record by JinLei Quark Tech, Inc., a British Virgin Islands company wholly owned by Jin Lei.); Class A Ordinary Shares — 300,000 shares (Indirect, held of record by JinLei Quark Tech, Inc., a British Virgin Islands company wholly owned by Jin Lei.); Class A Ordinary Shares — 25,566 shares (Direct); Restricted Share Unit — 105,959 shares (Direct)
Footnotes (1)
  1. In the form of American Depositary Shares. This time-based RSU award was granted on May 30, 2025, with no expiration date, subject to the terms and conditions of the underlying award agreement. 45,411 shares scheduled to vest on September 1, 2026, 60,548 shares scheduled to vest on September 1, 2027, all of which with no exercise price. This Option award was granted on January 25, 2021, expiring on January 26, 2027, with the exercise price of $4.5 per share. All the award has been vested.
Option underlying shares 20,000 shares Option over Class A Ordinary Shares, fully vested
Option exercise price $4.5 per share Granted January 25, 2021; expires January 26, 2027
Indirect Class B holdings 620,000 shares Held by JinLei Quark Tech, Inc., wholly owned by Jin Lei
Indirect Class A holdings 300,000 shares Held by JinLei Quark Tech, Inc., wholly owned by Jin Lei
Direct Class A holdings 25,566 shares Direct ownership of Class A Ordinary Shares
Total RSUs 105,959 units Time-based RSU award granted May 30, 2025
RSUs vesting 2026 45,411 units Scheduled to vest on September 1, 2026
RSUs vesting 2027 60,548 units Scheduled to vest on September 1, 2027
American Depositary Shares financial
"In the form of American Depositary Shares."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Restricted Share Unit financial
"This time-based RSU award was granted on May 30, 2025, with no expiration date"
A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.
time-based RSU award financial
"This time-based RSU award was granted on May 30, 2025"
exercise price financial
"with the exercise price of $4.5 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
wholly owned financial
"a British Virgin Islands company wholly owned by Jin Lei."
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Jin Lei
(Last)(First)(Middle)
BUILDING NO. 7, WEST ZONE, NO. 10 YARD
XIBEIWANG EAST ROAD, HAIDIAN DISTRICT
(Street)
BEIJINGCHINA100193
(City)(State)(Zip)
CHINA
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
Youdao, Inc. [ DAO ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
03/18/2026
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
president
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Ordinary Shares620,000Iheld of record by JinLei Quark Tech, Inc., a British Virgin Islands company wholly owned by Jin Lei.
Class A Ordinary Shares(1)300,000Iheld of record by JinLei Quark Tech, Inc., a British Virgin Islands company wholly owned by Jin Lei.
Class A Ordinary Shares(1)25,566D
Restricted Share Unit(2)105,959D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Option(3) (3) (3)Class A Ordinary Shares20,000(3)D
Explanation of Responses:
1. In the form of American Depositary Shares.
2. This time-based RSU award was granted on May 30, 2025, with no expiration date, subject to the terms and conditions of the underlying award agreement. 45,411 shares scheduled to vest on September 1, 2026, 60,548 shares scheduled to vest on September 1, 2027, all of which with no exercise price.
3. This Option award was granted on January 25, 2021, expiring on January 26, 2027, with the exercise price of $4.5 per share. All the award has been vested.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Liting Ren, as Attorney-in-Fact for Jin Lei04/08/2026
** 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 5 (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 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider holdings does Jin Lei report in Youdao (DAO) on this Form 3/A?

Jin Lei reports existing holdings, including options over 20,000 Class A Ordinary Shares, indirect ownership of 620,000 Class B and 300,000 Class A shares via JinLei Quark Tech, Inc., and additional directly held Class A shares and restricted share units.

How many Youdao (DAO) shares are held indirectly by Jin Lei through JinLei Quark Tech, Inc.?

The filing shows 620,000 Class B Ordinary Shares and 300,000 Class A Ordinary Shares held of record by JinLei Quark Tech, Inc., a British Virgin Islands company wholly owned by Jin Lei, reflecting significant indirect ownership alongside his direct positions.

What option position in Youdao (DAO) shares does Jin Lei disclose on this Form 3/A?

Jin Lei discloses an option granted on January 25, 2021 over 20,000 Class A Ordinary Shares, with an exercise price of $4.5 per share, expiring on January 26, 2027. The footnote states the award is fully vested and exercisable.

What restricted share units (RSUs) in Youdao (DAO) does Jin Lei hold and when do they vest?

He holds 105,959 restricted share units as a time-based award granted on May 30, 2025. According to the footnote, 45,411 shares are scheduled to vest on September 1, 2026, and 60,548 shares on September 1, 2027, all with no exercise price.

Does this Youdao (DAO) Form 3/A show insider buying or selling by Jin Lei?

The Form 3/A lists Jin Lei’s existing direct and indirect holdings and derivative awards but does not report purchases or sales. Transactions are coded as holdings with unknown transaction codes, so the document functions as an updated ownership snapshot rather than a trading report.