SEC FORM 3

SEC FORM 3SEC 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^*

Shum Heung Yeung

(Last)

(First)

(Middle)

16D WOODBURY COURT

DISCOVERY BAY

(Street)

HONGKONG

HONG KONG

(City)

(State)

(Zip)

HONG KONG

(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)

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

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 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)
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	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)

SEC Form 3 filed by new insider Shum Heung Yeung