WeRide Inc 6-K, filed Sep 24, 2026
WeRide Inc. (WRD)
About this 6-K
WeRide Inc filed this 6-K on September 24, 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 September 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 |
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: September 24, 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 September 23, 2026, the Company granted 17,880,200 Restricted Share Units to 160 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: | September 23, 2026 (after trading hours during Hong Kong time) | |
| Grantees: | Dr. Han, the founder, chairman of the Board, executive Director, the chief executive officer of the Company and a WVR Beneficiary; | |
| Dr. Li, the co-founder, executive Director, the chief technology officer of the Company and a WVR Beneficiary; and | ||
| 158 employees (including senior management of the Company) of the Group, all of whom are eligible participants pursuant to the 2026 Share Plan. | ||
| Number of Class A Ordinary Shares underlying the Restricted Share Units granted: | 17,880,200, of which: | |
| (i) 493,434 Restricted Share Units were granted to Dr. Han; | ||
| (ii) 493,434 Restricted Share Units were granted to Dr. Li; and | ||
| (iii) 16,893,332 Restricted Share Units were granted to 158 employees of the Group. | ||
| Purchase price of Restricted Share Units granted: | Nil | |
| Closing price of the Class A Ordinary Shares or ADSs on the Grant Date: | HK$15.63 per Class A Ordinary Share, for Class A Ordinary Shares traded on the Stock Exchange on September 23, 2026 (Hong Kong time) US$5.92 per ADS, for ADSs traded on the Nasdaq Stock Market on September 22, 2026 (New York time), being the trading day on the Nasdaq Stock Market immediately preceding the Grant Date. |
* For identification purposes only
1
| Vesting periods of the Restricted Share Units granted: | The Restricted Share Units granted to Dr. Han, Dr. Li and the senior management of the Company are subject to performance-based vesting condition linked to revenue of the Company only, as permitted under the 2026 Share Plan, or a mixture of such performance-based vesting condition and time-based vesting schedule with a total vesting period of 36 months. The Compensation Committee is of the view that the grant of Restricted Share Units to Dr. Han, Dr. Li and the senior management of the Company which are subject to performance-based vesting condition rather than time-based vesting schedule is appropriate for retaining, incentivizing and rewarding such Grantees. The revenue-based performance condition is considered an appropriate and measurable indicator of the Company’s business growth and is intended to align the interests of the Grantees with the Company’s business objectives and the long-term interests of the Shareholders. | |
| The Restricted Share Units granted to the other 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 23 to 45 months. | ||
| In respect of the Restricted Share Units granted to certain Grantees (excluding Dr. Han, Dr. Li and the senior management of the Company), 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. |
2
| Performance target: | The Restricted Share Units granted to Dr. Han, Dr. Li and the senior management of the Company are subject to performance-based vesting condition linked to revenue of the Company. | |
| There are no performance targets attached to the Restricted Share Units granted to the other 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 to other Grantees 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.
The grant of Restricted Share Units to each of Dr. Han and Dr. Li has been approved by the Board (with Dr. Han and Dr. Li having abstained from voting on the resolutions relating to the respective grant to themselves), including all of the independent non-executive Directors. In addition, each of the Compensation Committee and the Corporate Governance Committee has made a recommendation on the grant of Restricted Share Units to each of Dr. Han and Dr. Li.
The grant of Restricted Share Units to each of Dr. Han and Dr. Li (who are also substantial Shareholders) will not result in the Shares issued and to be issued in respect of all options and awards granted to each of Dr. Han and Dr. Li (excluding any options and awards lapsed in accordance with the terms of the applicable scheme), respectively, in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the issued Shares (excluding treasury shares). As such, the grant of Restricted Share Units to each of Dr. Han and Dr. Li will not be subject to approval by the Shareholders pursuant to Rule 17.04(4) of the Listing Rules.
3
Save as disclosed above and 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.
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 Dr. Han, Dr. Li, the senior management of the Company and the existing employees of the Group; and/or (ii) generally incentivize and motivate Dr. Han, Dr. Li, the senior management of the Company and employees of the Group to remain with, and to strive for the future development and expansion of, the Group. The Board is of the view that the grant of Restricted Share Units is fair and reasonable, on normal commercial terms, and is in the best interests of the Company and its Shareholders as a whole.
In particular, Dr. Han and Dr. Li are the co-founders and executive Directors of the Company and currently serve as the chief executive officer and chief technology officer of the Company, respectively. Since our inception, each of Dr. Han and Dr. Li has played a pivotal and enduring leadership roles in the Group’s development through leveraging their complementary expertise across various aspects of the Group’s business. In recognition of their outstanding and continuous contributions to the Group since its inception, and with a view to retaining their continued commitment and aligning their long-term interests with those of the Company and the Shareholders, the grant of Restricted Share Units to Dr. Han and Dr. Li as a form of long-term incentive compensation are intended to motivate them to continue driving the Group’s growth and creating long-term value for the Company and the Shareholders as a whole. In addition, such grant to Dr. Han and Dr. Li form part of their respective compensation packages.
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, 77,313,617 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 |
4
| “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$0.00001 each, conferring weighted voting rights such that a holder is entitled to ten votes per Class B Ordinary Share on any resolution tabled at the Company’s general meetings, save for resolutions with respect to certain reserved matters (as defined in the amended and restated memorandum and articles of association of the Company) where a holder shall be entitled to one vote per Class B Ordinary Share | |
| “Company” | WeRide Inc., an exempted company incorporated in the Cayman Islands with limited liability on March 13, 2017 | |
| “Compensation Committee” | the compensation committee of the Board | |
| “connected person(s)” | has the meaning ascribed to it under the Listing Rules | |
| “Consultant Sub-limit” | the maximum number of Class A Ordinary Shares (including treasury Shares) which may be issued or transferred under the 2026 Share Plan to consultants | |
| “Corporate Governance Committee” | corporate governance committee of the Board | |
| “Director(s)” | director(s) of the Company | |
| “Dr. Han” | Dr. Tony Xu Han (韓旭), the founder, chairman of the Board, executive Director, and the chief executive officer of the Company | |
| “Dr. Li” | Dr. Yan Li (李岩), the co-founder, executive Director, and the chief technology officer of the Company | |
| “Grantee(s)” | employee(s) who were granted certain number of Restricted Share Units under the 2026 Share Plan | |
| “Grant Date” | September 23, 2026 | |
| “Group” | the Company and its subsidiaries | |
| “HK$” | 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 |
5
| “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 Rules | |
| “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 | |
| “WVR Beneficiary(ies)” | has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, shall include Dr. Han and Dr. Li, being the beneficial owners of the Class B Ordinary Shares which carry weighted voting rights |
| By order of the Board | |
| WeRide Inc. | |
| Dr. Tony Xu Han | |
| Chairman of
the Board, Executive Director and Chief Executive Officer |
Hong Kong, September 24, 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.
6