Cheng Li-Lan 4

What Happened

Cheng Li‑Lan, a director of Zhihu Inc. (ZH), had 33,867 restricted share units (RSUs) vest on May 27, 2026; those RSUs converted into 33,867 Class A ordinary shares at a reported $0.01 per share (nominal value ~$339). She subsequently sold 360 of those Class A shares in an open‑market sale on June 5, 2026, at $2.85 per share, receiving $1,026. The sale was disclosed as being solely to cover administrative costs and fees related to the RSU vesting.

Key Details

• Transaction dates and prices:
  • May 27, 2026: 33,867 RSUs vested and converted to 33,867 shares (reported at $0.01/share; total ~$339). (Footnote F1, F3)
  • June 5, 2026: Open‑market sale of 360 Class A shares at $2.85/share — proceeds $1,026. (Footnote F2)
• Footnotes:
  • F1: These 33,867 RSUs are 25% of an original grant of 135,468 RSUs and vested per the scheduled vesting plan.
  • F2: The 360‑share sale was solely to cover administrative costs/fees (non‑tax).
  • F3: Each RSU converts to one Class A ordinary share upon vesting.
• Shares owned after the transactions: Not specified in the provided summary of the filing.
• Filing timeliness: Form 4 was filed June 12, 2026. That is later than the usual 2‑business‑day reporting window for Form 4s following a transaction (so this filing appears late relative to the May 27 vesting and June 5 sale).

Context

• This was primarily a vesting/award event (RSUs converting to shares), not an open‑market purchase. The small sale afterward appears administrative (to cover fees), not necessarily a signal of broader sentiment.
• For retail investors: awards/vests increase insider ownership but are part of compensation; small, routine sales to cover fees or taxes are common and typically do not imply a change in outlook.