SEC FORM 4

SEC FORM 4SEC 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

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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^*

Li Ying Dana

(Last)

(First)

(Middle)

BUILDING 2, NO.8 BEICHEN WEST ROAD,

CHAOYANG DISTRICT

(Street)

BEIJING

100101

(City)

(State)

(Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Yuanbao Inc. [ YB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (Right to Buy)	$2	09/16/2026		A		150,000		⁽¹⁾	09/16/2036	Class A ordinary shares	150,000	$0	150,000	D
Restricted Share Units	⁽²⁾	09/16/2026		A		240,000		⁽²⁾	⁽²⁾	Class A ordinary shares	240,000	$0	480,000⁽²⁾	D
Restricted Share Units	⁽²⁾	09/16/2026		M			72,000	⁽²⁾	⁽²⁾	Class A ordinary shares	72,000	$0	408,000⁽²⁾⁽³⁾	D
American Depositary Shares	⁽³⁾	09/16/2026		M		12,000		⁽³⁾	⁽³⁾	Class A ordinary shares	72,000	$0	13,627	D
American Depositary Shares	⁽³⁾	09/16/2026		F			4,397⁽⁴⁾	⁽³⁾	⁽³⁾	Class A ordinary shares	26,382	$12.44⁽⁴⁾	9,230	D

Explanation of Responses:

1. The options are expected to vest in four equal installments of 25% of the total grant on each of September 16, 2027, September 16, 2028, September 16, 2029 and September 16, 2030. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

2. These restricted share units (the "RSUs") are expected to vest in eight installments of 30%, 15%, 15%, 10%, 10%, 10%, 5% and 5% of the total grant on each of September 16, 2026 (the "Vesting"), December 16, 2026, March 16, 2027, June 16, 2027, September 16, 2027, December 16, 2027, March 16, 2028 and June 16, 2028, respectively. Each RSU represents a contingent right to receive one share of the Issuer's Class A ordinary share upon vesting. The restricted share units do not have expiration dates.

3. Represents American Depositary Share ("ADS") acquired upon the Vesting. Each ADS is convertible at any time, at the holder's election, into six (6) Class A Ordinary Shares, with a par value of US$0.0001 per share, of Yuanbao Inc. The ADSs have no expiration date.

4. Represents ADSs withheld to satisfy applicable tax withholding obligations in connection with the Vesting. The number of ADSs reported as withheld is estimated based on the closing price of the Company's ADSs of US$12.44 on September 16, 2026, and will be revised by amendment, if necessary, to reflect the actual number of ADSs withheld.

	/s/ Li Ying	09/18/2026
	** 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)