SEC FORM 3/A

SEC FORM 3/ASEC 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^*

Jin Lei

(Last)

(First)

(Middle)

BUILDING NO. 7, WEST ZONE, NO. 10 YARD

XIBEIWANG EAST ROAD, HAIDIAN DISTRICT

(Street)

BEIJING

CHINA

100193

(City)

(State)

(Zip)

CHINA

(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)
03/18/2026

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	president

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

X	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 B Ordinary Shares	620,000	I	held of record by JinLei Quark Tech, Inc., a British Virgin Islands company wholly owned by Jin Lei.
Class A Ordinary Shares⁽¹⁾	300,000	I	held of record by JinLei Quark Tech, Inc., a British Virgin Islands company wholly owned by Jin Lei.
Class A Ordinary Shares⁽¹⁾	25,566	D
Restricted Share Unit⁽²⁾	105,959	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)
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⁽³⁾	⁽³⁾	⁽³⁾	Class A Ordinary Shares	20,000	⁽³⁾	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. 45,411 shares scheduled to vest on September 1, 2026, 60,548 shares scheduled to vest on September 1, 2027, all of which with no exercise price.

3. 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.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Liting Ren, as Attorney-in-Fact for Jin Lei	04/08/2026
	** 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)

Amendment: SEC Form 3 filed by new insider Jin Lei