SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shringi Dhruv

(Last)

(First)

(Middle)

GULF ADIBA, PLOT NO. 272

4TH FLOOR, UDYOG VIHAR, PHASE-II

(Street)

HARYANA

122008

(City)

(State)

(Zip)

INDIA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Yatra Online, Inc. [ YTRA ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	$3.75⁽¹⁾	08/05/2026		A		256,410		⁽²⁾	07/19/2027	Ordinary Shares	256,410	$0	256,410⁽³⁾	D
Performance Stock Units	$3.75⁽¹⁾	08/05/2026		A		256,410		⁽⁴⁾	11/08/2028	Ordinary Shares	256,410	$0	256,410⁽³⁾	D
Performance Stock Units	$4.25⁽¹⁾	08/05/2026		A		256,410		⁽⁵⁾	07/19/2027	Ordinary Shares	256,410	$0	256,410⁽³⁾	D
Performance Stock Units	$4.25⁽¹⁾	08/05/2026		A		256,410		⁽⁶⁾	11/08/2028	Ordinary Shares	256,410	$0	256,410⁽³⁾	D

Explanation of Responses:

1. The trigger prices reported above reflect that INR-denominated trigger price converted into U.S. dollars using an exchange ratio of 1.58 Yatra Online Limited shares per Performance Stock Unit and an exchange rate of INR 87.7 = USD $1.00.

2. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 208 on any trading day and shall expire on July 19, 2027.

3. Grants of 1,025,640 Performance Stock Units were determined by the Issuer to have been invalid due to an administrative error. As such, these Performance Stock Units were not deemed to have been granted and no actual shares underlying such grants were issued.

4. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 208 on any trading day and shall expire on November 8, 2028.

5. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 236 on any trading day and shall expire on July 19, 2027.

6. The Performance Stock Units shall vest if the Volume Weighted Average Price of the 20 immediately preceding trading sessions of Yatra Online Limited, subsidiary of the Issuer exceeds INR 236 on any trading day and shall expire on November 8, 2028.

	/s/ Dhruv Shringi	08/06/2026
	** 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 4 (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 4: SEC 1474 (03-26)