WeRide Inc. (WERIDE-W) has filed a Form S-8 with the United States Securities and Exchange Commission dated 23 March 2026 to register up to 102.73 million Class A ordinary shares for issuance under its newly adopted 2026 Share Plan.
WeRide shares jumped 11% in HK market.
Key details of the filing and plan are as follows:
1. Scale of Registration • Shares registered: 102.73 million, equal to 10% of current issued share capital. • Consultant sub-limit: 10.27 million shares, capped at 1% of issued shares. • Proposed maximum offering price: USD 2.105 per share, implying a total offering value of USD 216.25 million. • SEC registration fee paid: USD 29,864.32.
2. Plan Structure • Instruments: Incentive Stock Options (ISOs), Non-qualified Stock Options (NSOs) and Restricted Share Units (RSUs). • Eligible participants: employees, outside directors and selected consultants. • General vesting floor: no awards vest earlier than the first anniversary of grant, with limited exceptions (e.g., sign-on grants, performance-based awards, change-of-control acceleration). • Option term: maximum 10 years; exercise price must be at least the higher of par value and fair market value on the grant date. • Aggregate share usage will be net of any lapsed but not cancelled awards; cancelled awards count toward plan limits.
3. Governance and Compliance • The plan was approved by the company’s shareholders; any refresh of the 10% plan limit or 1% consultant sub-limit requires further shareholder approval. • Grants to directors, chief executives or substantial shareholders exceeding certain thresholds need independent director or shareholder approval in line with Hong Kong Stock Exchange Listing Rules. • Form S-8 classifies WeRide as a large accelerated filer; registered shares may be delivered directly or through American Depositary Shares (three ordinary shares per ADS).
4. Administrative Framework • The compensation committee administers the plan, with authority to set terms, adjust awards for corporate actions and ensure compliance with U.S. and Hong Kong regulations. • Shares can be issued from new allotments or treasury stock, and payment methods for option exercises include cash, share surrender, cashless or net exercise.
5. Company Statement The filing was disclosed in Hong Kong on 24 March 2026 by order of the board, chaired by Dr. Tony Xu Han, who also serves as Chief Executive Officer.
The registration enables WeRide to deploy equity incentives aligned with both U.S. and Hong Kong regulatory standards, supporting talent retention and long-term corporate objectives.
