Sec Form 3 Filing - Li Jieru @ Waterdrop Inc. - 2026-03-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Li Jieru
2. Issuer Name and Ticker or Trading Symbol
Waterdrop Inc. [ WDH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP Fin, Head of Strat & CapMkt
(Last) (First) (Middle)
NO. 203 WANGJING LIZE ZHONGYUAN ZONE 2, CHAOYANG DISTRICT
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2026
(Street)
BEIJING, F4100102
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 ( 1 ) 400,000 D
Class A ordinary shares ( 2 ) 1,800,000 D
Class A ordinary shares ( 3 ) 646,410 D
Class A ordinary shares ( 4 ) 500,000 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
Share Options (Right to Buy) ( 5 ) ( 5 ) ( 5 ) Class A ordinary shares 375,000 D
Share Options (Right to Buy) ( 6 ) ( 6 ) ( 6 ) Class A ordinary shares 275,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Li Jieru
NO. 203 WANGJING LIZE ZHONGYUAN ZONE 2
CHAOYANG DISTRICT
BEIJING, F4100102
VP Fin, Head of Strat & CapMkt
Signatures
/s/Jieru Li 03/16/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 400,000 Class A ordinary shares of the Issuer issued or issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on October 1, 2022, representing the contingent right to receive Class A ordinary shares of the Issuer. Of such restricted share units, restricted share units for 260,000 Class A ordinary shares have been vested and the remaining will vest on October 1, 2026.
( 2 )Represents 1,800,000 Class A ordinary shares of the Issuer issued or issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on April 1, 2024, representing the contingent right to receive Class A ordinary shares of the Issuer. Of such restricted share units, restricted share units for 540,000 Class A ordinary shares have been vested and the remaining will vest in installments on March 1, 2027 and March 1, 2028.
( 3 )Represents 646,410 Class A ordinary shares of the Issuer issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on March 1, 2025, representing the contingent right to receive Class A ordinary shares of the Issuer. These restricted share units shall vest in installments on April 1, 2026, April 1, 2027, April 1, 2028, and April 1, 2029.
( 4 )Represents 500,000 Class A ordinary shares of the Issuer issuable upon the vesting of the underlying restricted share unit awards. These restricted share units were granted on February 24, 2026, representing the contingent right to receive Class A ordinary shares of the Issuer. These restricted share units shall vest in installments on February 1, 2027, February 1, 2028, February 1, 2029, and February 1, 2030.
( 5 )These options were granted on March 25, 2021. Of such options, options to purchase 250,000 Class A ordinary shares are currently exercisable and the remaining will vest and become exercisable on March 25, 2026. The exercise price for these options is US$0.08 per Class A ordinary share.
( 6 )These options were granted on March 25, 2021. All options granted have been fully vested and exercisable as of the date hereof. The exercise price for these options is US$0.08 per Class A ordinary share.

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