| 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*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
VinFast Auto Ltd. [ VFS ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) 03/18/2026 | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| Ordinary Shares | 1,185,010,424 | I | By Vingroup(1) |
| Ordinary Shares | 769,584,044 | I | By VIG(2) |
| Ordinary Shares | 334,041,555 | I | By Asian Star(3) |
| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| VFTP Series 1 Preference Shares | 12/31/2024 | (4) | Ordinary Shares | 23,542,085 | (4) | I | By Vingroup(4) |
| VFTP Series 2 Preference Shares | 12/31/2024 | (5) | Ordinary Shares | 60,346,739 | (5) | I | By Vingroup(5) |
| VFTP Series 3 Preference Shares | 12/31/2024 | (6) | Ordinary Shares | 179,444,495 | (6) | I | By Vingroup(6) |
| VFTP Series 5 Preference Shares | (7) | (7) | Ordinary Shares | 350,756,770 | (7) | I | By Vingroup(7) |
| VFDI Series 1 Preference Shares | 12/31/2024 | (8) | Ordinary Shares | 596,454 | (8) | I | By Vingroup(8) |
| VFDI Series 2 Preference Shares | 12/31/2024 | (9) | Ordinary Shares | 1,474,952 | (9) | I | By Vingroup(9) |
| VFDI Series 3 Preference Shares | 12/31/2024 | (10) | Ordinary Shares | 4,546,344 | (10) | I | By Vingroup(10) |
| Explanation of Responses: |
| 1. Consists of 1,185,010,424 ordinary shares held of record by Vingroup Joint Stock Company ("Vingroup"), a public company listed on the Ho Chi Minh Stock Exchange, in which the Reporting Person, directly and through a majority-owned affiliate, holds a majority interest. The Reporting Person disclaims beneficial ownership of the shares held by Vingroup except to the extent of his pecuniary interest therein, if any. |
| 2. Consists of 769,584,044 ordinary shares held of record by Vietnam Investment Group Joint Stock Company ("VIG"), a joint stock company organized in Vietnam and a majority-owned affiliate of Mr. Pham. The Reporting Person disclaims beneficial ownership of the shares held by VIG except to the extent of his pecuniary interest therein, if any. |
| 3. Consists of 334,041,555 ordinary shares held of record by Asian Star Trading & Investment PTE.LTD. ("Asian Star"), a Singapore private company and a wholly-owned affiliate of Mr. Pham. The Reporting Person disclaims beneficial ownership of the shares held by Asian Star except to the extent of his pecuniary interest therein, if any. |
| 4. Consists of 105,939,383 CPUD VFTP01 preference shares ("VFTP Series 1 Preference Shares") in the capital of VinFast Trading and Product Joint Stock Company ("VFTP"), a joint stock company organized in Vietnam and a subsidiary of the Issuer, held of record by Vingroup and exchangeable for the Issuer's ordinary shares at an exchange rate of 4.5 VFTP Series 1 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 1 Preference Shares have no expiration date. |
| 5. Consists of 102,589,457 CPUD VFTP02 preference shares ("VFTP Series 2 Preference Shares") in the capital of VFTP held of record by Vingroup and exchangeable for the Issuer's ordinary shares at an exchange rate of 1.7 VFTP Series 2 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 2 Preference Shares have no expiration date. |
| 6. Consists of 807,500,229 CPUD VFTP03 preference shares ("VFTP Series 3 Preference Shares") in the capital of VFTP held of record by Vingroup and exchangeable for the Issuer's ordinary shares at an exchange rate of 4.5 VFTP Series 3 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 3 Preference Shares have no expiration date. |
| 7. Consists of 3,542,643,385 CPUD VFTP05 preference shares ("VFTP Series 5 Preference Shares") in the capital of VFTP held of record by Vingroup and exchangeable for the Issuer's ordinary shares at an exchange rate of 10.1 VFTP Series 5 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFTP Series 5 Preference Shares were issued in three tranches on December 30, 2024, March 31, 2025 and December 22, 2025, were exercisable from their issuance date, and have no expiration date. |
| 8. Consists of 14,314,901 CPUD VFDI01 preference shares ("VFDI Series 1 Preference Shares") in the capital of VinFast Investment and Development Joint Stock Company ("VFDI"), a joint stock company organized in Vietnam and a subsidiary of the Issuer, held of record by Vingroup and exchangeable for the Issuer's ordinary shares at an exchange rate of 24 VFDI Series 1 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFDI Series 1 Preference Shares have no expiration date. |
| 9. Consists of 2,507,419 CPUD VFDI02 preference shares ("VFDI Series 2 Preference Shares") in the capital of VFDI held of record by Vingroup and exchangeable for the Issuer's ordinary shares at an exchange rate of 1.7 VFDI Series 2 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFDI Series 2 Preference Shares have no expiration date. |
| 10. Consists of 109,112,261 CPUD VFDI03 preference shares ("VFDI Series 3 Preference Shares") in the capital of VFDI held of record by Vingroup and exchangeable for the Issuer's ordinary shares at an exchange rate of 24 VFDI Series 3 Preference Shares to 1 ordinary share, subject to obtaining necessary approvals and other conditions. The VFDI Series 3 Preference Shares have no expiration date. |
| /s/ Tran Thu Hoa, attorney-in-fact | 04/06/2026 | |
| ** 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). | ||
| 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 3: SEC 1473 (03-26) | ||