Dingdong director excludes 23.9M shares in ownership report

Class A shares carry one vote each, while Class B shares carry twenty votes each and may be converted by their holder into one Class A share at any time.

This filing corrects an earlier one, and you can read the original Form 3 if you want to see what changed.

Rhea-AI Filing Summary

Dingdong (Cayman) Ltd (DDL) director and 10% owner Changlin Liang’s amended statement reports, as of September 30, 2026, 267,195 American depositary shares held directly, 10,328,321 Class A ordinary shares held by 4DDL Holding Limited, and 54,543,800 Class B ordinary shares held by DDL Group Limited. Liang is the sole shareholder of 4DDL Holding and may be deemed to beneficially own its shares; he beneficially owns DDL Group and can direct the trustee of LX Family Trust regarding DDL Group’s shares.

The amendment removes 23,924,861 Class A ordinary shares held by EatBetter Holding Limited for employee awards under the A&R 2020 Plan from the prior beneficial-ownership disclosure, stating that Liang has no pecuniary interest in those shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Liang Changlin

Role Director, 10% Owner

Type	Security	Shares	Price	Value
holding	American depositary shares F1	--	--	--
holding	Class A ordinary shares F2, F3	--	--	--
holding	Class B ordinary shares F4, F5, F6	--	--	--

Holdings After Transaction: American depositary shares — 267,195 shares (Direct); Class A ordinary shares — 10,328,321 shares (Indirect, (2)(3)); Class B ordinary shares — 54,543,800 shares (Indirect, (4) (5) (6))

Footnotes (6)

1. F1. Each American depositary shares (two American depositary shares representing three Class A ordinary share, par value US$0.000002 per share)
2. F2. 10,328,321 Class A ordinary shares directly held by 4DDL Holding Limited, that may be deemed to be beneficially owned by Mr. Changlin Liang, as the sole shareholder of 4DDL Holding Limited.
3. F3. This Amendment amends the prior disclosure with respect to the 23,924,861 Class A ordinary shares held by EatBetter Holding Limited, which holds Class A ordinary shares allocated for award to our employees under our A&R 2020 Plan. EatBetter Holding Limited is a limited liability company incorporated in the British Virgin Islands. Although Mr. Changlin Liang has sole voting power over the shares held by EatBetter Holding Limited, Mr. Changlin Liang does not have any pecuniary interest in the shares held under the ESOP. Accordingly, Mr. Changlin Liang should not be deemed to have Beneficial Ownership of Securities with respect to such shares, and this Amendment hereby removes such shares from the prior beneficial ownership disclosure.
4. F4. 54,543,800 Class B ordinary shares held by DDL Group Limited. DDL Group Limited is a British Virgin Islands business company limited by shares beneficially owned by Mr. Changlin Liang. DDL Group Limited is ultimately held by LX Family Trust, a trust established under the laws of British Virgin Islands and managed by TMF (Cayman) Ltd., as the trustee. Under the terms of this trust, Mr. Changlin Liang has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by DDL Group Limited in our company.
5. F5. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person other than holders of Class B ordinary shares or their affiliates, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares.
6. F6. Each Class A ordinary shares is entitled to one vote per share. Each class B ordinary share is entitled to twenty votes per share and is convertible into one Class A ordinary share at any time by the holder.

Key Figures

American depositary shares held directly: 267,195 shares Class A ordinary shares held by 4DDL Holding Limited: 10,328,321 shares Class B ordinary shares held by DDL Group Limited: 54,543,800 shares +4 more

7 metrics

American depositary shares held directly 267,195 shares As of September 30, 2026

Class A ordinary shares held by 4DDL Holding Limited 10,328,321 shares As of September 30, 2026

Class B ordinary shares held by DDL Group Limited 54,543,800 shares As of September 30, 2026

Class A ordinary shares removed from prior beneficial-ownership disclosure 23,924,861 shares Shares held by EatBetter Holding Limited for employee awards

American depositary share ratio 2 American depositary shares represent 3 Class A ordinary shares Ratio stated in the ownership footnote

Votes per Class A ordinary share 1 vote Voting rights stated in the ownership footnote

Votes per Class B ordinary share 20 votes Voting rights stated in the ownership footnote

Key Terms

American depositary shares, Beneficial Ownership of Securities, pecuniary interest, convertible

4 terms

American depositary shares technical

"two American depositary shares representing three Class A ordinary share"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Beneficial Ownership of Securities regulatory

"should not be deemed to have Beneficial Ownership of Securities"

pecuniary interest regulatory

"does not have any pecuniary interest in the shares held under the ESOP"

convertible financial

"Each Class B ordinary share is convertible into one Class A ordinary share"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What shares does Changlin Liang report holding in DDL?

As of September 30, 2026, Liang’s statement lists 267,195 American depositary shares held directly, 10,328,321 Class A ordinary shares held by 4DDL Holding Limited, and 54,543,800 Class B ordinary shares held by DDL Group Limited. The filing describes the latter two positions as indirect holdings.

Why were shares removed from Changlin Liang’s DDL ownership disclosure?

The amendment removes 23,924,861 Class A ordinary shares held by EatBetter Holding Limited for employee awards under the A&R 2020 Plan from Liang’s prior beneficial-ownership disclosure. It states that Liang has no pecuniary interest in those shares.

How many votes do DDL Class A and Class B shares carry?

Each Class A ordinary share carries one vote, and each Class B ordinary share carries twenty votes. A Class B ordinary share may be converted by its holder into one Class A ordinary share at any time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/30/2026 - 06:34 AM Accepted by SEC EDGAR 09/30/2026 - 06:34 AM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Liang Changlin

(Last) (First) (Middle)

BUILDING 6, 500 SHENGXIA ROAD

SHANGHAI 200125 CHINA

(Street)

SHANGHAI 200125

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2026

3. Issuer Name and Ticker or Trading Symbol
Dingdong (Cayman) Ltd [ DDL ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/18/2026

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

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

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)
American depositary shares(1)	267,195	D
Class A ordinary shares(2)(3)	10,328,321	I	(2)(3)
Class B ordinary shares(4)(5)(6)	54,543,800	I	(4) (5) (6)

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

Explanation of Responses:

1. Each American depositary shares (two American depositary shares representing three Class A ordinary share, par value US$0.000002 per share)

2. 10,328,321 Class A ordinary shares directly held by 4DDL Holding Limited, that may be deemed to be beneficially owned by Mr. Changlin Liang, as the sole shareholder of 4DDL Holding Limited.

3. This Amendment amends the prior disclosure with respect to the 23,924,861 Class A ordinary shares held by EatBetter Holding Limited, which holds Class A ordinary shares allocated for award to our employees under our A&R 2020 Plan. EatBetter Holding Limited is a limited liability company incorporated in the British Virgin Islands. Although Mr. Changlin Liang has sole voting power over the shares held by EatBetter Holding Limited, Mr. Changlin Liang does not have any pecuniary interest in the shares held under the ESOP. Accordingly, Mr. Changlin Liang should not be deemed to have Beneficial Ownership of Securities with respect to such shares, and this Amendment hereby removes such shares from the prior beneficial ownership disclosure.

4. 54,543,800 Class B ordinary shares held by DDL Group Limited. DDL Group Limited is a British Virgin Islands business company limited by shares beneficially owned by Mr. Changlin Liang. DDL Group Limited is ultimately held by LX Family Trust, a trust established under the laws of British Virgin Islands and managed by TMF (Cayman) Ltd., as the trustee. Under the terms of this trust, Mr. Changlin Liang has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by DDL Group Limited in our company.

5. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person other than holders of Class B ordinary shares or their affiliates, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares.

6. Each Class A ordinary shares is entitled to one vote per share. Each class B ordinary share is entitled to twenty votes per share and is convertible into one Class A ordinary share at any time by the holder.

	/s/ Liang Changlin	09/30/2026
	** 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)