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Noah (NOAH) CEO-linked entity exercises RSUs into ordinary shares at $0

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Form Type
4

Rhea-AI Filing Summary

NOAH HOLDINGS LTD chief executive officer Zhe Yin, through Yin Investment Co., Ltd., exercised previously granted restricted stock units (RSUs) into ordinary shares on March 31, 2026. All exercises were compensation-related and carried a $0.00 exercise price per share-equivalent.

The transactions converted 74 RSUs into 740 ordinary shares, 12,500 RSUs into 125,000 ordinary shares, and 7,500 RSUs into 75,000 ordinary shares, consistent with the footnote that each RSU represents 10 ordinary shares. Following these acquisitions, indirect holdings reported for ordinary shares rose to 17,203,090 shares, with no sales or tax-withholding dispositions reported in this filing.

Positive

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Negative

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Insider YIN ZHE
Role CHIEF EXECUTIVE OFFICER
Type Security Shares Price Value
Exercise RESTRICTED STOCK UNIT 74 $0.00 --
Exercise RESTRICTED STOCK UNIT 12,500 $0.00 --
Exercise RESTRICTED STOCK UNIT 7,500 $0.00 --
Exercise ORDINARY SHARES 740 $0.00 --
Exercise ORDINARY SHARES 125,000 $0.00 --
Exercise ORDINARY SHARES 75,000 $0.00 --
Holdings After Transaction: RESTRICTED STOCK UNIT — 222 shares (Indirect, See Footnote); ORDINARY SHARES — 17,003,090 shares (Indirect, See Footnote)
Footnotes (1)
  1. Restricted stock units ("RSUs") convert into ordinary shares on the basis of ten ordinary shares per unit. By Yin Investment Co., Ltd., a British Virgin Islands company controlled by Ark Trust (Hong Kong) Limited as trustee of Safe Harbor Trust, with Mr. Zhe Yin as settlor and Mr. Zhe Yin and his family members as beneficiaries. Ark Trust (Hong Kong) Limited as trustee of Safe Harbor Trust has no power to dispose of the ordinary shares held by Yin Investment Co., Ltd. except upon written instruction by Mr. Zhe Yin, except in certain limited situations. Represents an award of 21,883 RSUs, each representing the right to receive 10 ordinary shares. 19,661 RSUs vested on December 29, 2023. The remaining 2,222 RSUs vest in equal monthly installments of 74 RSUs at the end of each month, commencing January 29, 2024. The award will be fully vested on June 29, 2026. Represents an award of 50,000 RSUs, each representing the right to receive 10 ordinary shares. 12,500 RSUs vested on June 12, 2024. The remaining 37,500 RSUs vest in equal annual installments of 12,500 RSUs on March 29 of each year thereafter, commencing March 29, 2025. The award will be fully vested on March 29, 2027. Represents an award of 30,000 RSUs, each representing the right to receive 10 ordinary shares. 7,500 RSUs vested on March 31, 2025. The remaining 22,500 RSUs vest in equal annual installments of 7,500 RSUs on March 31 of each year thereafter, commencing March 31, 2026. The award will be fully vested on March 31, 2028.
RSU exercise 1 74 RSUs → 740 ordinary shares Converted on March 31, 2026 at $0.00 exercise price
RSU exercise 2 12,500 RSUs → 125,000 ordinary shares Converted on March 31, 2026 at $0.00 exercise price
RSU exercise 3 7,500 RSUs → 75,000 ordinary shares Converted on March 31, 2026 at $0.00 exercise price
Total RSU exercises 20,074 RSUs exercised Exercise count in transaction summary
Indirect ordinary shareholding 17,203,090 shares Indirect ordinary shares following transactions
RSU award 1 size 21,883 RSUs Award vesting monthly through June 29, 2026
RSU award 2 size 50,000 RSUs Award vesting annually through March 29, 2027
RSU award 3 size 30,000 RSUs Award vesting annually through March 31, 2028
restricted stock units ("RSUs") financial
"Restricted stock units ("RSUs") convert into ordinary shares on the basis of ten ordinary shares per unit."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Safe Harbor Trust financial
"Ark Trust (Hong Kong) Limited as trustee of Safe Harbor Trust, with Mr. Zhe Yin as settlor"
Ark Trust (Hong Kong) Limited financial
"By Yin Investment Co., Ltd., a British Virgin Islands company controlled by Ark Trust (Hong Kong) Limited as trustee"
settlor financial
"with Mr. Zhe Yin as settlor and Mr. Zhe Yin and his family members as beneficiaries"
beneficiaries financial
"with Mr. Zhe Yin as settlor and Mr. Zhe Yin and his family members as beneficiaries"
Beneficiaries are the people or organizations designated to receive benefits, such as money or assets, from a financial arrangement like a trust, insurance policy, or retirement plan. They matter to investors because choosing the right beneficiaries ensures that assets are passed on according to their wishes, providing financial security or support to loved ones when needed. Think of beneficiaries as the intended recipients of a gift or inheritance.
Form 4 Insider Transactions: What Each Field Means →
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*
YIN ZHE
(Last)(First)(Middle)
7TH FLOOR, BLOCK B, NOAH WEALTH CENTER,
1226 SHENBIN SOUTH ROAD, MINHANG
(Street)
SHANGHAI201107
(City)(State)(Zip)
CHINA
(Country)		2. Issuer Name and Ticker or Trading Symbol
NOAH HOLDINGS LTD [ NOAH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
[HKEX: 6686]
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		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 SHARES03/31/2026M740A(1)17,003,090ISee Footnote(2)
ORDINARY SHARES03/31/2026M125,000A(1)17,128,090ISee Footnote(2)
ORDINARY SHARES03/31/2026M75,000A(1)17,203,090ISee Footnote(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
RESTRICTED STOCK UNIT(1)03/31/2026M74 (3) (3)ORDINARY SHARES740$0.0222ISee Footnote(2)
RESTRICTED STOCK UNIT(1)03/31/2026M12,500 (4) (4)ORDINARY SHARES125,000$0.012,500ISee Footnote(2)
RESTRICTED STOCK UNIT(1)03/31/2026M7,500 (5) (5)ORDINARY SHARES75,000$0.015,000ISee Footnote(2)
Explanation of Responses:
1. Restricted stock units ("RSUs") convert into ordinary shares on the basis of ten ordinary shares per unit.
2. By Yin Investment Co., Ltd., a British Virgin Islands company controlled by Ark Trust (Hong Kong) Limited as trustee of Safe Harbor Trust, with Mr. Zhe Yin as settlor and Mr. Zhe Yin and his family members as beneficiaries. Ark Trust (Hong Kong) Limited as trustee of Safe Harbor Trust has no power to dispose of the ordinary shares held by Yin Investment Co., Ltd. except upon written instruction by Mr. Zhe Yin, except in certain limited situations.
3. Represents an award of 21,883 RSUs, each representing the right to receive 10 ordinary shares. 19,661 RSUs vested on December 29, 2023. The remaining 2,222 RSUs vest in equal monthly installments of 74 RSUs at the end of each month, commencing January 29, 2024. The award will be fully vested on June 29, 2026.
4. Represents an award of 50,000 RSUs, each representing the right to receive 10 ordinary shares. 12,500 RSUs vested on June 12, 2024. The remaining 37,500 RSUs vest in equal annual installments of 12,500 RSUs on March 29 of each year thereafter, commencing March 29, 2025. The award will be fully vested on March 29, 2027.
5. Represents an award of 30,000 RSUs, each representing the right to receive 10 ordinary shares. 7,500 RSUs vested on March 31, 2025. The remaining 22,500 RSUs vest in equal annual installments of 7,500 RSUs on March 31 of each year thereafter, commencing March 31, 2026. The award will be fully vested on March 31, 2028.
/s/ ZHE YIN03/31/2026
** 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

FAQ

What insider transactions did NOAH CEO Zhe Yin report on this Form 4?

Zhe Yin, through Yin Investment Co., Ltd., reported exercises of previously granted restricted stock units that converted into ordinary shares at a $0.00 exercise price. The filing shows only compensation-related acquisitions, with no open-market purchases or sales disclosed in these transactions.

How many NOAH restricted stock units did Zhe Yin’s entity exercise?

The filing shows exercises of 74 RSUs, 12,500 RSUs, and 7,500 RSUs. Footnotes explain that each RSU represents the right to receive 10 ordinary shares, so these transactions together converted into corresponding blocks of NOAH ordinary shares on March 31, 2026.

How many NOAH ordinary shares were acquired through these RSU exercises?

The Form 4 discloses acquisitions of 740, 125,000 and 75,000 NOAH ordinary shares, all at a $0.00 exercise price. These figures directly match the RSU conversion ratio of ten ordinary shares per unit described in the footnotes to the filing.

Who actually holds the NOAH shares from these transactions for Zhe Yin?

The filing attributes ownership to Yin Investment Co., Ltd., a British Virgin Islands company. It is controlled by Ark Trust (Hong Kong) Limited as trustee of Safe Harbor Trust, with Zhe Yin as settlor and Zhe Yin and family members as beneficiaries under the trust structure.

What is Zhe Yin’s reported indirect NOAH shareholding after these transactions?

After the RSU conversions into ordinary shares, the filing reports indirect ownership of 17,203,090 NOAH ordinary shares. This figure reflects shares held through Yin Investment Co., Ltd., as described in the footnotes about the Safe Harbor Trust and trustee arrangements.

How do NOAH’s RSU awards to Zhe Yin vest over time?

One award covers 21,883 RSUs, with 19,661 vested on December 29, 2023 and 2,222 vesting in monthly installments of 74 RSUs until June 29, 2026. Separate awards of 50,000 and 30,000 RSUs vest in annual tranches through March 29, 2027 and March 31, 2028.