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 June 2026
Commission File Number: 001-39436
KE Holdings Inc.
(Registrant’s Name)
Oriental Electronic Technology Building,
No. 2 Chuangye Road, Haidian District,
Beijing 100086
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 Form 20-F or Form 40-F.
Form 20-F x Form 40-F
¨
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 3.1 |
|
Seventh Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release—KE Holdings Inc. Announces Results of Annual General Meeting |
| 99.2 |
|
Announcement—Poll Results of the Annual General Meeting Held on June 12, 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.
| |
KE Holdings Inc. |
| |
|
|
|
| |
By |
: |
/s/ XU Tao |
| |
Name |
: |
XU Tao |
| |
Title |
: |
Chief Financial Officer |
Date: June 15, 2026
Exhibit 99.1
KE Holdings Inc. Announces Results of Annual
General Meeting
BEIJING, China,
June 12, 2026—KE Holdings Inc. (“Beike” or the “Company”) (NYSE: BEKE; HKEX: 2423), a
leading integrated online and offline platform for housing transactions and services, today announced that each of the proposed
resolutions submitted for shareholders’ approval (the “Proposed Resolutions”) as set forth in the notice of annual
general meeting dated April 24, 2026 has been adopted at the meeting held in Beijing, China today.
After the adoption of the Proposed Resolutions, all corporate authorizations
and actions contemplated thereunder were approved, including, among other things, that (i) the Company’s existing memorandum
and articles of association are amended and restated by their deletion in their entirety and by the substitution in their place of the
seventh amended and restated memorandum and articles of association as set out in the circular of the Company dated April 24,
2026, (ii) each of Mr. Wangang Xu and Mr. Tao Xu is re-elected as an executive director of the Company and Mr. Hansong
Zhu is re-elected as an independent non-executive director of the Company, and (iii) the directors of the Company are granted a general
unconditional mandate to allot, issue and deal with additional Class A ordinary shares or equivalents and a general unconditional
mandate to repurchase the Company’s own shares, respectively, on the terms and in the periods as set out in the notice of annual
general meeting.
About KE Holdings Inc.
KE Holdings Inc. is a leading integrated online
and offline platform for housing transactions and services. The Company is a pioneer in building infrastructure and standards to reinvent
how service providers and customers efficiently navigate and complete housing transactions and services in China, ranging from existing
and new home sales, home rentals, to home renovation and furnishing, and other services. The Company owns and operates Lianjia,
China’s leading real estate brokerage brand and an integral part of its Beike platform. With more than 24 years
of operating experience through Lianjia since its inception in 2001, the Company believes the success and proven track
record of Lianjia pave the way for it to build its infrastructure and standards and drive the rapid and sustainable growth
of Beike.
Safe Harbor Statement
This press release contains statements that
may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,”
“estimates,” “likely to,” and similar statements. Beike may also make written or oral forward-looking statements
in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) and The Stock Exchange of Hong Kong
Limited (the “Hong Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written
materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts,
including statements about KE Holdings Inc.’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained
in any forward-looking statement, including but not limited to the following: Beike’s goals and strategies; Beike’s future
business development, financial condition and results of operations; expected changes in the Company’s revenues, costs or expenditures;
Beike’s ability to empower services and facilitate transactions on Beike’s platform; competition in the industry
in which Beike operates; relevant government policies and regulations relating to the industry; Beike’s ability to protect the Company’s
systems and infrastructures from cyber-attacks; Beike’s dependence on the integrity of brokerage brands, stores and agents on the
Company’s platform; general economic and business conditions in China and globally; and assumptions underlying or related to any
of the foregoing. Further information regarding these and other risks is included in KE Holdings Inc.’s filings with the SEC and
the Hong Kong Stock Exchange. All information provided in this press release is as of the date of this press release, and KE Holdings
Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor and media inquiries, please contact:
In China:
KE Holdings Inc.
Investor Relations
Siting Li
E-mail: ir@ke.com
Piacente Financial Communications
Jenny Cai
Tel: +86-10-6508-0677
E-mail: ke@tpg-ir.com
In the United States:
Piacente Financial Communications
Brandi Piacente
Tel: +1-212-481-2050
E-mail: ke@tpg-ir.com
Source: KE Holdings Inc.
Exhibit 99.2
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.

KE
Holdings Inc.
貝殼控股有限公司
(A
company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock
Code: 2423)
POLL
RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 12, 2026
We
refer to the Notice of Annual General Meeting (the “AGM”) dated April 24, 2026 (the “Notice”)
and the circular to holders of the Company’s Shares (the “Shareholders”) dated April 24, 2026 (the “Circular”)
of KE Holdings Inc. (the “Company”). Unless otherwise required by the context, capitalised terms used in this announcement
shall have the same meanings as defined in the Notice and the Circular.
The board of directors (the “Board”)
of the Company is pleased to announce that the AGM was held on June 12, 2026 at Oriental Electronic Technology Building, No. 2
Chuangye Road, Haidian District, Beijing, PRC. All resolutions at the AGM have been duly passed. As of the Share Record Date, the total
number of issued Shares was 3,493,775,978 Shares, comprising 3,356,594,900 Class A ordinary shares and 137,181,078 Class B ordinary
shares. A total of 118,936,057 Class A ordinary shares issued for future exercise or vesting of awards granted under the Company’s
share incentive plans were not eligible for voting. As of the Share Record Date, there were (a) no treasury Shares held by the Company
(including any treasury Shares held or deposited with CCASS) and (b) 25,478,133 Class A ordinary shares underlying 8,492,711
ADSs repurchased by the Company were pending cancellation, which, for the purpose of the AGM, were excluded from the total number of issued
Shares entitled to attend and vote at the AGM, and the Company did not exercise any voting rights attached to those repurchased Shares.
Save as disclosed above, there
was no Shareholder who was required to abstain from voting under the Listing Rules on any resolution proposed at the AGM, nor any
Shareholder who was entitled to attend the AGM but was required to abstain from voting in favour of any resolution at the AGM pursuant
to Rule 13.40 of the Listing Rules. No Shareholder has indicated in the Circular that he or she intends to vote against or in abstention
in respect of any resolution proposed at the AGM.
Accordingly, the total number
of shares of the Company entitling the holder to attend and vote on the resolutions numbered 1 to 7 at the AGM was 3,349,361,788 Shares,
comprising 3,212,180,710 Class A ordinary shares and 137,181,078 Class B ordinary shares.
According
to the Company’s Sixth Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”),
(i) with regard to the resolutions 1, 2(a)(i), 2(a)(ii), 2(b), 4, 5 and 6, each Class A ordinary share shall entitle its holder
to one vote and each Class B ordinary share shall entitle its holder to ten votes on a poll at the AGM; (ii) with regard to
the resolutions 2(a)(iii), 3 and 7, each Class A ordinary share and each Class B ordinary share shall entitle its holder to
one vote on a poll at the AGM.
In accordance with the provisions
of the Listing Rules, voting on the resolutions at the AGM was conducted by way of poll. The voting results in respect of the resolutions
proposed at the AGM are set out as follows:
| ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER OF VOTING SHARES |
TOTAL NUMBER OF VOTES CAST |
| FOR |
AGAINST |
ABSTAIN1 |
| 1. |
To receive, consider, and adopt the audited consolidated financial statements of the Company as of and for the year ended December 31, 2025 and the report of the auditors thereon. |
Class A ordinary shares |
2,588,938,266
(99.995945%) |
104,985
(0.004055%) |
1,149,496
– |
2,589,043,251 |
2,589,043,251 |
| Class B ordinary shares |
1,371,810,780
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
1,371,810,780 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
3,960,749,046
(99.997349%) |
104,985
(0.002651%) |
1,149,496
– |
2,726,224,329 |
3,960,854,031 |
| |
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
| 2(a)(i) |
To re-elect Mr. Wangang Xu as an executive Director. |
Class A ordinary shares |
2,553,860,805
(98.614939%) |
35,869,343
(1.385061%) |
462,896
– |
2,589,730,148 |
2,589,730,148 |
| Class B ordinary shares |
1,371,810,780
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
1,371,810,780 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
3,925,671,585
(99.094561%) |
35,869,343
(0.905439%) |
462,896
– |
2,726,911,226 |
3,961,540,928 |
| |
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
| 1 | According to the Companies Act (Revised) of the Cayman Islands and the Memorandum and Articles of Association, the Shares in abstention
do not need to be calculated as votes. |
| ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND
PERCENTAGE (%) |
TOTAL
NUMBER
OF VOTING
SHARES |
TOTAL
NUMBER OF
VOTES CAST |
| FOR |
AGAINST |
ABSTAIN |
| 2(a)(ii) |
To re-elect Mr. Tao Xu as an executive Director. |
Class A ordinary shares |
2,452,877,112
(95.597931%) |
112,949,469
(4.402069%) |
12,329,963
– |
2,565,826,581 |
2,565,826,581 |
| Class B ordinary shares |
1,371,810,780
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
1,371,810,780 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
3,824,687,892
(97.131542%) |
112,949,469
(2.868458%) |
12,329,963
– |
2,703,007,659 |
3,937,637,361 |
| |
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
| 2(a)(iii) |
To re-elect Mr. Hansong Zhu as an independent non-executive Director. |
Class A ordinary shares |
2,302,534,059
(89.873258%) |
259,445,007
(10.126742%) |
16,177,481
– |
2,561,979,066 |
2,561,979,066 |
| Class B ordinary shares |
137,181,078
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
137,181,078 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
2,439,715,137
(90.387936%) |
259,445,007
(9.612064%) |
16,177,481
– |
2,699,160,144 |
2,699,160,144 |
| |
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
| ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND
PERCENTAGE (%) |
TOTAL
NUMBER
OF VOTING
SHARES |
TOTAL
NUMBER OF
VOTES CAST |
| FOR |
AGAINST |
ABSTAIN |
| 2(b) |
To authorize the Board to fix the remuneration of the Directors. |
Class A ordinary shares |
2,577,122,988
(99.513199%) |
12,606,839
(0.486801%) |
464,126
– |
2,589,729,827 |
2,589,729,827 |
| Class B ordinary shares |
1,371,810,780
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
1,371,810,780 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
3,948,933,768
(99.681769%) |
12,606,839
(0.318231%) |
464,126
– |
2,726,910,905 |
3,961,540,607 |
| |
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
| SPECIAL RESOLUTION |
NUMBER OF VOTES CAST AND
PERCENTAGE (%) |
TOTAL
NUMBER
OF VOTING
SHARES |
TOTAL
NUMBER OF
VOTES CAST |
| FOR |
AGAINST |
ABSTAIN |
| 3. |
To amend the Memorandum and the Articles of Association (details of which are set out in Appendix II to the Circular) and to authorize the Board to deal with on behalf of the Company the relevant filing and amendments (where necessary), procedures and other related issues. |
Class A ordinary shares |
2,589,727,904
(99.999837%) |
4,227
(0.000163%) |
463,016
– |
2,589,732,131 |
2,589,732,131 |
| Class B ordinary shares |
137,181,078
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
137,181,078 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
2,726,908,982
(99.999845%) |
4,227
(0.000155%) |
463,016
– |
2,726,913,209 |
2,726,913,209 |
| |
The resolution has been duly passed as a special resolution with not less than three-fourths of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
| ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND
PERCENTAGE (%) |
TOTAL
NUMBER
OF VOTING
SHARES |
TOTAL
NUMBER OF
VOTES CAST |
| FOR |
AGAINST |
ABSTAIN |
| 4. |
To grant a general mandate to the Directors to issue, allot, and deal with additional Class A ordinary shares of the Company not exceeding 20% of the total number of issued Shares (excluding treasury shares) of the Company as of the date of passing of this resolution. |
Class A ordinary shares |
2,040,981,356
(79.546195%) |
524,799,883
(20.453805%) |
12,376,811
– |
2,565,781,239 |
2,565,781,239 |
| Class B ordinary shares |
1,371,810,780
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
1,371,810,780 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
3,412,792,136
(86.672060%) |
524,799,883
(13.327940%) |
12,376,811
– |
2,702,962,317 |
3,937,592,019 |
| |
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
| 5. |
To grant a general mandate to the Directors to repurchase Shares and/ or ADSs of the Company representing up to 10% of the total number of issued Shares (excluding treasury shares) of the Company as of the date of passing of this resolution. |
Class A ordinary shares |
2,588,959,164
(99.972086%) |
722,873
(0.027914%) |
511,910
– |
2,589,682,037 |
2,589,682,037 |
| Class B ordinary shares |
1,371,810,780
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
1,371,810,780 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
3,960,769,944
(99.981753%) |
722,873
(0.018247%) |
511,910
– |
2,726,863,115 |
3,961,492,817 |
| |
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
| ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND
PERCENTAGE (%) |
TOTAL
NUMBER
OF VOTING
SHARES |
TOTAL
NUMBER OF
VOTES CAST |
| FOR |
AGAINST |
ABSTAIN |
| 6. |
To extend the general mandate granted to the Directors to issue, allot, and deal with additional Shares in the share capital of the Company by the aggregate number of the Shares and/ or Shares underlying the ADSs repurchased by the Company. |
Class A ordinary shares |
2,002,630,909
(78.050157%) |
563,194,679
(21.949843%) |
12,330,959
– |
2,565,825,588 |
2,565,825,588 |
| Class B ordinary shares |
1,371,810,780
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
1,371,810,780 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
3,374,441,689
(85.697138%) |
563,194,679
(14.302862%) |
12,330,959
– |
2,703,006,666 |
3,937,636,368 |
| |
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
| 7. |
To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2026. |
Class A ordinary shares |
2,357,365,258
(91.027438%) |
232,365,157
(8.972562%) |
463,235
– |
2,589,730,415 |
2,589,730,415 |
| Class B ordinary shares |
137,181,078
(100.000000%) |
0
(0.000000%) |
0
– |
137,181,078 |
137,181,078 |
| TOTAL NUMBER (CLASS A ORDINARY SHARES & CLASS B ORDINARY SHARES) |
2,494,546,336
(91.478816%) |
232,365,157
(8.521184%) |
463,235
– |
2,726,911,493 |
2,726,911,493 |
| |
The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. |
The Company’s share registrar
in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.
All directors of the Company,
namely Mr. Yongdong Peng, Mr. Yigang Shan, Mr. Wangang Xu, Mr. Tao Xu, Mr. Jeffrey Zhaohui Li, Ms. Xiaohong
Chen, Mr. Hansong Zhu and Mr. Jun Wu attended the AGM, either in person or by electronic means.
As the corporate name of Harneys
Fiduciary (Cayman) Limited (“Harneys Fiduciary”) has been changed to Ascentium (Cayman) Limited, the reference to Harneys
Fiduciary in the Company’s corporate documents will be updated accordingly.
| |
By Order of the Board |
| |
KE Holdings Inc. |
| |
Yongdong Peng |
| |
Chairman and
Chief Executive Officer |
Hong Kong, June 12, 2026
As
of the date of this announcement, the board of directors of the Company comprises Mr. Yongdong Peng, Mr. Yigang Shan, Mr. Wangang
Xu and Mr. Tao Xu as executive directors, Mr. Jeffrey Zhaohui Li as a non-executive director, and Ms. Xiaohong Chen, Mr. Hansong
Zhu and Mr. Jun Wu as independent non-executive directors.