WeRide Inc 6-K, filed May 18, 2026
WeRide Inc. (WRD)
About this 6-K
WeRide Inc filed this 6-K on May 18, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-42213
WeRide Inc.
21st Floor, Tower A, Guanzhou Life Science Innovation Center
No. 51, Luoxuan Road, Guangzhou International Biotech Island
Guangzhou 510005
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Announcement—Grant of Restricted Share Units Pursuant to 2026 Share Plan | |
| 99.2 | Next Day Disclosure Return, dated May 18, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WeRide Inc. | ||
| By: | /s/ Jennifer Li | |
| Name: | Jennifer Li | |
| Title: | Chief Financial Officer | |
Date: May 18, 2026
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
WeRide Inc.
文遠知行*
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 0800)
GRANT OF RESTRICTED SHARE UNITS PURSUANT TO THE 2026 SHARE PLAN
Pursuant to Rules 17.06A, 17.06B, and 17.06C of the Listing Rules, the Board hereby announces that on May 18, 2026, the Company granted 1,281,929 Restricted Share Units to 51 Grantees pursuant to the 2026 Share Plan, subject to acceptance by the Grantees. Details of the Restricted Share Units granted are as follows.
| Grant Date: | May 18, 2026 (after trading hours during Hong Kong time) | |
| Grantees: | 51 employees of the Group | |
| Number of Class A Ordinary Shares underlying the Restricted Share Units granted: | 1,281,929 | |
| Purchase price of Restricted Share Units granted: | Nil | |
| Closing price of the Class A Ordinary Shares or ADSs on the Grant Date: |
HK$18.88 per Class A Ordinary Share, for Class A Ordinary Shares traded on the Stock Exchange on May 18, 2026 (Hong Kong time)
US$7.14 per ADS, for ADSs traded on the Nasdaq Stock Market on May 15, 2026 (New York time), being the trading day on the Nasdaq Stock Market immediately preceding the Grant Date. | |
| Vesting periods of the Restricted Share Units granted: | The Restricted Share Units granted to the Grantees have a mixed vesting schedule with a total vesting period (i.e. the period between the Grant Date and the last vesting date) of 15 to 54 months. | |
| * For identification purposes only |
| 1 |
| In respect of the Restricted Share Units granted to certain Grantees, the Restricted Share Units will be vested in several batches. As the grant of Restricted Share Units was delayed due to administrative reasons, the period between the Grant Date and the first vesting date is less than 12 months to reflect the time from which the Restricted Share Units would have been granted, as permitted under the 2026 Share Plan. Dr. Han, to whom the Compensation Committee has delegated the authority to determine the grant of awards to employees (excluding Directors, chief executive, substantial Shareholders, or connected persons of the Company) pursuant to the terms of the 2026 Share Plan, is of the view that such shorter vesting period is appropriate for retaining, incentivizing and rewarding those Grantees, as well as encouraging them to continuously contribute to the operation, development and long-term success and growth of the Group. | ||
| Performance target: | There are no performance targets attached to the Restricted Share Units granted to the Grantees. Having considered, among others, the long vesting schedule of certain Restricted Share Units and the terms (including vesting schedule and performance target) of share awards granted by other comparable companies, Dr. Han is of the view that the grant of Restricted Share Units without performance targets is market competitive, consistent with the Company’s remuneration policy, and aligns with the purpose of the 2026 Share Plan. | |
| Clawback mechanism: | Upon the occurrence of certain clawback events which include, among others, the Grantee has been involved in serious misconduct or breach as determined by the Group in good faith, including acts such as dishonesty, theft, fraud, criminal conviction, violation of laws or exchange rules, breach of fiduciary duty or material violation of written Company policies, material breach of agreements, failure to perform material duties after written notice and a reasonable opportunity to cure (if curable), unfair competition, defamatory or harmful statements, inducing contract breaches, or any act materially adverse to the Group’s reputation or interests, the Company shall claw back the Restricted Share Units granted to such Grantee which shall be regarded as lapsed. |
The Group has not provided any financial assistance to the Grantees to facilitate the purchase of Class A Ordinary Shares under the 2026 Share Plan.
To the best knowledge of the Directors having made all reasonable enquiries, as of the date of this announcement, none of the Grantees is: (i) a connected person of the Company, or a Director, chief executive, or substantial Shareholder of the Company, or an associate of any of them; (ii) a participant with options and awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider with options and awards granted and to be granted in any 12-month period exceeding 0.1% of the Shares in issue (excluding treasury Shares). The grant of the Restricted Share Units is not subject to Shareholders’ approval.
| 2 |
The purpose of the grant of Restricted Share Units is to (i) recognize the contribution to the success and development of the Group made by the existing employees of the Group; and/or (ii) generally incentivize and motivate employees of the Group to remain with, and to strive for the future development and expansion of, the Group.
NUMBER OF CLASS A ORDINARY SHARES AVAILABLE FOR FUTURE GRANTS
The grant of Restricted Share Units will be satisfied by issuance of new Class A Ordinary Shares or transfer of treasury Shares. As of the date of this announcement, after the aforesaid grant of the Restricted Share Units, 94,222,717 and 10,273,224 underlying Shares are available for future grant under the Plan Limit and the Consultant Sub-limit on grants of options and awards over new Shares under the 2026 Share Plan and any other schemes of the Company, respectively.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
| “2026 Share Plan” | the 2026 share plan adopted by the Company on March 13, | |
| 2026 “associate” | has the meaning ascribed to it under the Listing Rules | |
| “ADS(s)” | American Depositary Shares, each representing three Class A Ordinary Shares, which are listed and traded on the Nasdaq Stock Market | |
| “Board” | board of Directors | |
| “Class A Ordinary Shares” | class A ordinary shares in the share capital of the Company with a par value of US$0.00001 each, conferring a holder one vote per Class A Ordinary Share on any resolution tabled at the Company’s general meetings | |
| “Class B Ordinary Shares” | class B ordinary shares in the share capital of the Company with a par value of US$0.00001 each, conferring weighted voting rights such that a holder is entitled to ten votes per Class B Ordinary Share on any resolution tabled at the Company’s general meetings, save for resolutions with respect to certain reserved matters (as defined in the amended and restated memorandum and articles of association of the Company) where a holder shall be entitled to one vote per Class B Ordinary Share | |
| “Company” | WeRide Inc., an exempted company incorporated in the Cayman Islands with limited liability on March 13, 2017 | |
| “Compensation Committee” | the compensation committee of the Board | |
| “connected person(s)” | has the meaning ascribed to it under the Listing Rules | |
| “Consultant Sub-limit” | the maximum number of Class A Ordinary Shares (including treasury Shares) which may be issued or transferred under the 2026 Share Plan to consultants | |
| 3 |
| “Director(s)” | director(s) of the Company | |
| “Dr. Han” | Dr. Tony Xu Han (韓旭), the founder, chairman of the Board, executive Director, and chief executive officer of the Company | |
| “Grantee(s)” | employee(s) who were granted certain number of Restricted Share Units under the 2026 Share Plan | |
| “Grant Date” | May 18, 2026 | |
| “Group” | the Company and its subsidiaries | |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong | |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or other modified from time to time | |
| “Plan Limit” | the maximum number of Class A Ordinary Shares (including treasury Shares) which may be issued or transferred under the 2026 Share Plan | |
| “Restricted Share Unit” | the right to receive one Class A Ordinary Share, as awarded under the 2026 Share Plan | |
| “service provider” | has the meaning ascribed to it under the Listing Rule | |
| “Share(s)” | the Class A Ordinary Share(s) and/or the Class B Ordinary Share(s) in the share capital of the Company, as the context so requires | |
| “Shareholder(s)” | holder(s) of Shares and, where the context requires, ADS(s) | |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited | |
| “treasury Share(s)” | has the meaning ascribed to it under the Listing Rules | |
| “US$” | U.S. dollars, the lawful currency of the United States of America |
| By order of the Board | |
| WeRide Inc. | |
| Dr. Tony Xu Han | |
| Chairman of the Board, Executive Director and Chief Executive Officer |
Hong Kong, May 18, 2026
As of the date of this announcement, the Board comprises Dr. Tony Xu Han and Dr. Yan Li as executive Directors, Mr. Ichijo Futakawa and Mr. Jean-François Salles as non-executive Directors, and Ms. Huiping Yan, Mr. David Zhang and Dr. Tony Fan-cheong Chan as independent non-executive Directors.
| 4 |
Exhibit 99.2
| FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: WeRide Inc. Date Submitted: 18 May 2026 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 00800 Description Ordinary Shares A. Changes in issued shares or treasury shares Changes in issued shares Changes in treasury (excluding treasury shares) shares Events Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares (Note 3) Opening balance as at (Note 1) 13 May 2026 947,352,641 25,155,400 972,508,041 1). Repurchase of shares (shares held as treasury shares) Repurchase of Shares (Shares held as treasury shares) - Nasdaq Stock Market Date of changes 15 May 2026 -546,456 0.0577 % 546,456 USD 2.455 Closing balance as at (Notes 5 and 6) 15 May 2026 946,806,185 25,701,856 972,508,041 |
| FF305 Page 2 of 7 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable |
| FF305 Page 3 of 7 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 8); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 4 of 7 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “Identical” means in this context: - the securities are of the same nominal value with the same amount called up or paid up; - they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and - they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| FF305 Page 5 of 7 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Section II 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 00800 Description Ordinary Shares A. Repurchase report Number of shares Method of repurchase Repurchase price per share or Lowest repurchase Trading date repurchased (Note 1) highest repurchase price per price per share $ Aggregate price paid $ share $ 1). 15 May 2026 546,456 On another stock exchange USD 2.48 USD 2.3867 USD 1,341,575.96 Nasdaq Stock Market Total number of shares 546,456 Aggregate price paid $ USD 1,341,575.96 repurchased Number of shares repurchased for 0 cancellation Number of shares repurchased for holding 546,456 as treasury shares B. 1). Additional information for issuer who has a primary listing on the Exchange Date of the resolution granting the repurchase mandate 13 March 2026 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 102,732,246 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 25,701,856 2.5018 % Up to 14 June 2026 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) |
| FF305 Page 6 of 7 v 1.3.0 Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated February 6, 2026 which has been filed with the Exchange. We also confirm that any repurchases made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. The repurchases of American depositary shares conducted on the U.S. stock market and set out in this return are presented with both the trading dates and the settlement dates based on U.S. Eastern Time. |
| FF305 Page 7 of 7 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Wang Liang (Name) Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) |
