TSPH · TuSimple Holdings Inc.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $0.3399 to $0.4081, inclusive. The Reporting Person undertakes to provide to the Issuer, and security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this Form 4.

The sales reported represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $0.3399 to $0.4081, inclusive. The Reporting Person undertakes to provide to the Issuer, and security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this Form 4.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The sales reported represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $0.3799 to $0.4291, inclusive. The Reporting Person undertakes to provide to the Issuer, and security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this Form 4.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in sixteen equal quarterly installments beginning on April 1, 2023, subject to the Reporting Person's continuous service with the issuer on such vesting date.

The sales reported represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $0.3799 to $0.4291, inclusive. The Reporting Person undertakes to provide to the Issuer, and security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this Form 4.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period. 25% will vest on July 7, 2023 and 12.5% of the RSUs shall vest each six-months thereafter, subject to the Reporting Person's continuous service with the issuer.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. These RSUs are subject to a service-based vesting requirement, which shall vest in four equal annual installments beginning on November 10, 2023, provided that the Reporting Person remains in continuous service on each such vesting date.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall vest in four equal quarterly installments beginning on August 30, 2023, provided that the Reporting Person remains in continuous service on each such vesting date.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall vest in four equal quarterly installments beginning on August 30, 2023, provided that the Reporting Person remains in continuous service on each such vesting date.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in sixteen equal quarterly installments beginning on April 1, 2023, subject to the Reporting Person's continuous service with the issuer on such vesting date.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. These RSUs are subject to a service-based vesting requirement, which shall vest in four equal annual installments beginning on November 10, 2023, provided that the Reporting Person remains in continuous service on each such vesting date.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period. 25% will vest on July 7, 2023 and 12.5% of the RSUs shall vest each six-months thereafter, subject to the Reporting Person's continuous service with the issuer.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied on the earlier of (i) December 15, 2023 or (ii) on the date of the issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service with the issuer on such vesting date.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement and shall vest as follows: the award shall vest in a number of RSUs equal to the product of (x) 156,250 shares multiplied by (y) a fraction, the numerator is the total number of whole months of continuous service as an Outside Director (or other Service Provider) ("Service") between the date of grant and the earliest to occur of (A) the one-year anniversary of the date of grant, (B) the date of the regular annual meeting of the Issuer's stockholders held following the date of grant and (C) the date of a change in control (the earliest to occur of the dates in clauses (A)-(C), the "Vesting Date"), and the denominator of which is 12; provided, that each RSU that does not vest in accordance with foregoing shall be forfeited without consideration on the Vesting Date.

Reflects RSUs forfeited for no consideration in accordance with the terms of the RSUs award.

The Reporting Person was granted Restricted Stock Units ('RSUs') which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied on the earlier of (i) December 13, 2024 or (ii) on the date of the issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service with the issuer on such vesting date.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied on the earlier of (i) December 13, 2024 or (ii) on the date of the issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service with the issuer on such vesting date.

The sales reported represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $1.025 to $1.275, inclusive. The Reporting Person undertakes to provide to the Issuer, the security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this Form 4.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period. 25% will vest on July 7, 2023 and 12.5% of the RSUs shall vest each six-months thereafter, subject to the Reporting Person's continuous service with the issuer.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in sixteen equal quarterly installments beginning on April 1, 2023, subject to the Reporting Person's continuous service with the issuer on such vesting date.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The sales reported represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $1.05 to $1.10, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this Form 4.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall vest in four equal quarterly installments beginning on August 30, 2023, provided that the Reporting Person remains in continuous service with the issuer on each such vesting date.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period, with 25% of the RSUs vesting on each anniversary of May 3, 2021, subject to the Reporting Person's continuous service with the Issuer on each such date.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in sixteen equal quarterly installments beginning on April 1, 2023, subject to the Reporting Person's continuous service with the issuer on such vesting date.

The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

(1) The Reporting Person was granted Performance Stock Units ("PSUs"), which represent a contingent right to receive one share of Class A Common Stock for each PSU. The performance-based vesting requirement shall be satisfied, and these PSUs shall vest, on the day of filing by the Issuer with the Securities and Exchange Commission of its Form 10-K for the fiscal year ended December 31, 2023, provided that the Reporting Person remains in continuous service on such vesting date.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall vest in four equal quarterly installments beginning on August 30, 2023, provided that the Reporting Person remains in continuous service on each such vesting date.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represented a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs were subject to a service-based vesting requirement and shall vest as follows. The award was to vest in a number of RSUs equal to the product of (x) 156,250 shares multiplied by (y) a fraction, the numerator of which was to be the total number of whole months of continuous service as an Outside Director (or other Service Provider) ("Service") between the date of grant and the earliest to occur of (A) the one-year anniversary of the date of grant, (B) the date of the regular annual meeting of the Issuer's stockholders held following the date of grant and (C) the date of a change in control (the earliest to occur of the dates in clauses (A)-(C), the "Vesting Date"), and the denominator of which was 12; provided, that each RSU that did not vest in accordance with foregoing was to be forfeited (continued in footnote 2)

(continued from footnote 1) without consideration on the Vesting Date.

On April 17, 2023, the Board of Directors of the Issuer elected the Reporting Person as the security director and chair of the government security committee. Under the terms of the Issuer's national security agreement, the security director shall not be compensated via stock awards. In connection with the foregoing, the Issuer canceled the RSUs reported herein and instead agreed to award the Reporting Person a cash fee.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs aresubject to a service-based vesting requirement and shall vest as follows. The award shall vest in a number of RSUs equal to the product of (x) 156,250 shares multiplied by(y) a fraction, the numerator is the total number of whole months of continuous service as an Outside Director (or other Service Provider) ("Service") between the date of grant andthe earliest to occur of (A) the one-year anniversary of the date of grant, (B) the date of the regular annual meeting of the Issuer's stockholders held following the date of grant and(C) the date of a change in control (the earliest to occur of the dates in clauses (A)-(C), the "Vesting Date"), and the denominator of which is 12; provided, that each RSU that does not vest in accordance with foregoing shall be forfeited without consideration on the Vesting Date.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement and shall vest as follows. The award shall vest in a number of RSUs equal to the product of (x) 118,911 shares multiplied by (y) a fraction, the numerator is the total number of whole months of continuous service as an Outside Director (or other Service Provider) ("Service") between the date of grant and the earliest to occur of (A) the one-year anniversary of the date of grant, (B) the date of the regular annual meeting of the Issuer's stockholders held following the date of grant and (C) the date of a change in control (the earliest to occur of the dates in clauses (A)-(C), the "Vesting Date"), and the denominator of which is 12; provided, that each RSU that does not vest in accordance with foregoing shall be forfeited without consideration on the Vesting Date.

(1)The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement and shall vest as follows. The award shall vest in a number of RSUs equal to the product of (x) 156,250 shares multiplied by (y) a fraction, the numerator is the total number of whole months of continuous service as an Outside Director (or other Service Provider) ("Service") between the date of grant and the earliest to occur of (A) the one-year anniversary of the date of grant, (B) the date of the regular annual meeting of the Issuer's stockholders held following the date of grant and (C) the date of a change in control (the earliest to occur of the dates in clauses (A)-(C), the "Vesting Date"), and the denominator of which is 12; provided, that each RSU that does not vest in accordance with foregoing shall be forfeited without consideration on the Vesting Date.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement and shall vest as follows. The award shall vest in a number of RSUs equal to the product of (x) 118,911 shares multiplied by (y) a fraction, the numerator is the total number of whole months of continuous service as an Outside Director (or other Service Provider) ("Service") between the date of grant and the earliest to occur of (A) the one-year anniversary of the date of grant, (B) the date of the regular annual meeting of the Issuer's stockholders held following the date of grant and (C) the date of a change in control (the earliest to occur of the dates in clauses (A)-(C), the "Vesting Date"), and the denominator of which is 12; provided, that each RSU that does not vest in accordance with foregoing shall be forfeited without consideration on the Vesting Date.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in sixteen equal quarterly installments beginning on April 1, 2023, subject to the Reporting Person's continuous service with the issuer on such vesting date.

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied on the earlier of (i) December 15, 2023 or (ii) on the date of the issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service with the issuer on such vesting date.