| 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
Youdao, Inc. [ DAO ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 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) |
| Class A Ordinary Shares(1) | 46,221 | D | |
| Restricted Share Unit(2) | 14,552 | D | |
| 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 | ||||
| Option(3) | (3) | (3) | Class A Ordinary Shares | 4,000 | (3) | D | |
| Option(4) | (4) | (4) | Class A Ordinary Shares | 3,997 | (4) | D | |
| Option(5) | (5) | (5) | Class A Ordinary Shares | 13,201 | (5) | D | |
| Explanation of Responses: |
| 1. in the form of American Depositary Shares |
| 2. This time-based RSU award was granted on May 30, 2025, with no expiration date, subject to the terms and conditions of the underlying award agreement. All the shares scheduled to vest on June 1, 2026, with no exercise price. |
| 3. This Option award was granted on February 25, 2020, expiring on February 26, 2027, with the exercise price of $4.0 per share. All the award has been vested. |
| 4. This Option award was granted on January 25, 2021, expiring on January 26, 2027, with the exercise price of $4.5 per share. All the award has been vested. |
| 5. This Option award was granted on January 18, 2022, expiring on January 18, 2028, with the exercise price of $4.5 per share. All the award has been vested. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/Liting Ren, as Attorney-in-Fact for Shum Heung Yeung | 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). | ||
| 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) | ||