Sec Form 4 Filing - Lai Jimmy Y. @ Youdao, Inc. - 2026-05-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Lai Jimmy Y.
2. Issuer Name and Ticker or Trading Symbol
Youdao, Inc. [ DAO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BUILDING NO. 7, WEST ZONE, NO. 10 YARD, XIBEIWANG EAST ROAD, HAIDIAN DISTRICT
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2026
(Street)
BEIJING100193
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 05/28/2026 M 3,997 ( 1 ) A 54,218 D
Class A Ordinary Shares 05/28/2026 S 3,997 D 50,221 D
Restricted Share Unit ( 3 ) 05/29/2026 A 11,450 A 26,002 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option ( 4 ) 05/28/2026( 4 ) M 3,997 ( 4 ) ( 4 ) class A ordinary shares 3,997 $ 0 13,201 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lai Jimmy Y.
BUILDING NO. 7, WEST ZONE, NO. 10 YARD
XIBEIWANG EAST ROAD, HAIDIAN DISTRICT
BEIJING100193
X
Signatures
/s/ Liting Ren, as Attorney-in-Fact for Lai Jimmy Y. 06/01/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects 3,997 option award that exercised (with the exercise price of $4.5 per share) and settled into American Depositary Shares ("ADSs"). This amount represents the ordinary shares underlying the ADSs acquired in connection with such option exercise.
( 2 )The weighted average price of the shares sold was 11.5265 USD per share.
( 3 )This time-based RSU award (11,450 shares) was granted on May 29, 2026, with no expiration date, subject to the terms and conditions of the underlying award agreement. All of the shares scheduled to be vested on June 1, 2027 with no exercise price.
( 4 )The disposed 3,997 option award was granted on January 25, 2021, expiring on January 26, 2027, with the exercise price of $4.5 per share and exercised on May 28, 2026.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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