Chagee (CHA) CEO Junjie Zhang discloses 65.3M convertible shares and options

Rhea-AI Filing Summary

Chagee Holdings Ltd. director and Chief Executive Officer Junjie Zhang filed an initial ownership report showing significant equity interests. He indirectly holds Class B Ordinary Shares through Partea Ltd. that are convertible into 65,274,107 Class A Ordinary Shares on a one-for-one basis with no expiration of conversion rights.

He also holds employee stock options giving him the right to buy 514,732 Class A Ordinary Shares at an exercise price of $3.7614 per share, expiring on May 1, 2034. The options vest in four equal tranches of 128,683 Class A Ordinary Shares on March 1 of 2025, 2026, 2027, and 2028.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zhang Junjie

(Last) (First) (Middle)

TOWER B, HONGQIAO LIANHE BUILDING

NO. 99 KAIHONG ROAD, CHANGNING DISTRICT

(Street)

SHANGHAI SHANGHAI 200051

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Chagee Holdings Ltd. [ CHA ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	65,274,107	(1)	I	By Partea Ltd.(2)
Employee Stock Options (Right to buy)	(3)	05/01/2034	Class A Ordinary Shares	514,732(3)	$3.7614	D

Explanation of Responses:

1. Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis without conversion or exercise price at the election of the holder. These conversion rights do not expire.

2. Partea Ltd., a company organized and existing under the laws of British Virgin Islands. Partea Ltd. is controlled by Inaction Investment Limited, which in turn is wholly owned by Inaction Holding Limited, both of which are companies organized and existing under the laws of British Virgin Islands. Inaction Holding Limited is controlled by Jay Seventeen Trust, a trust established under the laws of Cayman Islands and managed by Trident Trust Company (Cayman) Limited as the trustee. Mr. Junjie Zhang is the settler, protector and beneficiary of the trust, retaining the investment power with respect to the assets of the trust. Each Class B Ordinary Share is convertible into one Class A Ordinary Shares at any time.

3. Represents an option to purchase 514,732 Class A Ordinary Shares, with 128,683 Class A Ordinary Shares subject to the option vesting on March 1, 2025, March 1, 2026, March 1, 2027, and March 1, 2028, respectively.

	/s/ Junjie Zhang	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What insider holdings does CHA CEO Junjie Zhang report on this Form 3?

Junjie Zhang reports indirect ownership of Class B Ordinary Shares convertible into 65,274,107 Class A Ordinary Shares, plus employee stock options over 514,732 Class A Ordinary Shares. This Form 3 establishes his starting equity position as an insider of Chagee Holdings Ltd.

How are Zhang’s Class B Ordinary Shares in Chagee Holdings (CHA) structured?

The Class B Ordinary Shares held for Junjie Zhang are convertible into Class A Ordinary Shares on a one-for-one basis without any conversion price. The footnotes state these conversion rights do not expire, providing ongoing flexibility to convert into Class A shares.

Through which entities does Zhang indirectly hold Chagee (CHA) shares?

The Class B Ordinary Shares are held through Partea Ltd., controlled by Inaction Investment Limited and Inaction Holding Limited, ultimately linked to the Jay Seventeen Trust. Zhang is settlor, protector, and beneficiary of the trust and retains investment power over its assets.

What are the key terms of Zhang’s stock options in Chagee Holdings (CHA)?

Zhang holds options to purchase 514,732 Class A Ordinary Shares at an exercise price of $3.7614 per share, expiring on May 1, 2034. These options vest in four equal installments of 128,683 shares on March 1 of 2025, 2026, 2027, and 2028.

Does this Chagee (CHA) Form 3 show any insider buying or selling activity?

No buy or sell transactions are reported; the Form 3 lists holdings only. The data show Zhang’s existing indirect Class B Ordinary Shares and his employee stock options, but transaction fields do not indicate any purchases or sales associated with this filing.

What voting and investment authority does Zhang have over his indirect CHA holdings?

The footnotes explain that the indirect holdings run through Partea Ltd. and a trust structure, with Junjie Zhang retaining investment power over the trust’s assets. This means he effectively controls investment decisions for the indirectly held Class B Ordinary Shares.