Yuanbao Inc. - SEC Filing

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SEC FORM 3 SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

Fang Rui

(Last)

(First)

(Middle)

BUILDING 2, NO.8 BEICHEN WEST ROAD,

CHAOYANG DISTRICT

(Street)

BEIJING

100101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form 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 A ordinary shares	21,802,125	I	By Global Running Lion Limited⁽¹⁾
Class B ordinary shares	82,132,500	I	By For Ring Limited⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option (Right to Buy)	⁽³⁾	08/01/2030	Class A ordinary share	1,400,000	0.06	D
Option (Right to Buy)	⁽⁴⁾	01/01/2031	Class A ordinary share	875,000	0.1	D
Option (Right to Buy)	⁽⁵⁾	08/01/2031	Class A ordinary share	858,000	0.15	D
Option (Right to Buy)	⁽⁶⁾	03/01/2032	Class A ordinary share	484,500	0.2	D
Option (Right to Buy)	⁽⁷⁾	09/01/2032	Class A ordinary share	400,000	0.25	D
Option (Right to Buy)	⁽⁸⁾	04/01/2033	Class A ordinary share	400,000	0.28	D
Option (Right to Buy)	⁽⁹⁾	01/10/2034	Class A ordinary share	600,000	0.3	D
Option (Right to Buy)	⁽¹⁰⁾	11/15/2034	Class A ordinary share	958,000	0.35	D
Option (Right to Buy)	⁽¹¹⁾	04/01/2035	Class A ordinary share	600,000	0.4	D
Restricted Share Units	⁽¹²⁾	⁽¹²⁾	Class A ordinary share	600,000	⁽¹²⁾	D

Explanation of Responses:

1. The Reporting Person exercises the voting power of shares owned by Global Running Lion Limited as the proxy and attorney-in-fact.

2. For Ring Limited is wholly owned by an entity wholly controlled by the Reporting Person and a family trust of the Reporting Person.

3. The options have become fully vested and exercisable on August 1, 2024. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

4. The options have become fully vested and exercisable on January 1, 2025. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

5. The options have become fully vested and exercisable on August 1, 2025. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

6. The options have become fully vested and exercisable on March 1, 2026. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

7. The options vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of September 1, 2023, September 1, 2024, September 1, 2025 and September 1, 2026, respectively. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

8. The options vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of April 1, 2024, April 1, 2025, April 1, 2026 and April 1, 2027, respectively. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

9. The options vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of November 1, 2024, November 1, 2025, November 1, 2026 and November 1, 2027, respectively. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

10. The options vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of October 1, 2025, October 1, 2026, October 1, 2027 and October 1, 2028, respectively. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

11. The options vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of April 1, 2026, April 1, 2027, April 1, 2028 and April 1, 2029, respectively. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising.

12. The RSUs vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of November 20, 2026, November 20, 2027, November 20, 2028 and November 20, 2029, respectively. Each RSU represents a contingent right to receive one share of the Issuer's Class A ordinary share upon vesting.

	/s/ Fang Rui	03/18/2026
	** 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 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).
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