Founder of Dingdong (NYSE: DDL) reports large ADS and dual-class stake

Rhea-AI Filing Summary

Dingdong (Cayman) Ltd director and more-than-10% owner Liang Changlin has filed an initial ownership report detailing his equity stake. He holds 267,195 American depositary shares directly. Each ADS represents three Class A ordinary shares for every two ADSs.

Indirectly, he is reported to control 23,924,861 Class A shares through EatBetter Holding Limited and 10,328,321 Class A shares through 4DDL Holding Limited. He also beneficially owns 54,543,800 Class B ordinary shares through DDL Group Limited. Class A shares carry one vote per share, while each Class B share carries twenty votes and is convertible into one Class A share, with automatic conversion to Class A upon transfer to most non‑affiliate holders.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Liang Changlin

Role Director, 10% Owner

Type	Security	Shares	Price	Value
holding	American depositary shares	--	--	--
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--
holding	Class B ordinary shares	--	--	--

Holdings After Transaction: American depositary shares — 267,195 shares (Direct); Class A ordinary shares — 23,924,861 shares (Indirect, (2)); Class B ordinary shares — 54,543,800 shares (Indirect, (4)(5)(6))

Footnotes (1)

1. Each American depositary shares (two American depositary shares representing three Class A ordinary share, par value US$0.000002 per share). 23,924,861 Class A ordinary shares held by EatBetter Holding Limited, which holds Class A shares allocated to award our employees under our A&R 2020 Plan. EatBetter Holding Limited is a limited liability company incorporated in the British Virgin Islands. Mr. Changlin Liang has sole dispositive power and sole voting power over shares held by EatBetter Holding Limited. 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. 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. 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. 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.

Understanding Insider Trading Forms →

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
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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)

UNITED STATES

(Country)

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

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)

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)	23,924,861	I	(2)
Class A ordinary shares(3)	10,328,321	I	(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. 23,924,861 Class A ordinary shares held by EatBetter Holding Limited, which holds Class A shares allocated to award our employees under our A&R 2020 Plan. EatBetter Holding Limited is a limited liability company incorporated in the British Virgin Islands. Mr. Changlin Liang has sole dispositive power and sole voting power over shares held by EatBetter Holding Limited.

3. 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.

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	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 does Liang Changlin’s Form 3 filing for Dingdong (DDL) show?

The Form 3 filing shows Liang Changlin’s initial ownership position in Dingdong (Cayman) Ltd. It details his direct ADS holdings and large indirect stakes in Class A and Class B ordinary shares, confirming his status as both a director and a more-than-10% shareholder.

How many Dingdong (DDL) American depositary shares does Liang Changlin hold directly?

Liang Changlin directly holds 267,195 American depositary shares of Dingdong. The filing explains that two ADSs represent three Class A ordinary shares, so these ADSs correspond to a substantial underlying position in Class A ordinary shares, separate from his additional indirect shareholdings.

What indirect Class A share stakes in Dingdong (DDL) are attributed to Liang Changlin?

The filing attributes 23,924,861 Class A ordinary shares to Liang through EatBetter Holding Limited and 10,328,321 Class A shares through 4DDL Holding Limited. These entities are described as being controlled by him, so their holdings may be deemed beneficially owned by Liang.

How many Class B ordinary shares of Dingdong (DDL) are linked to Liang Changlin?

Through DDL Group Limited, the filing reports 54,543,800 Class B ordinary shares associated with Liang Changlin. DDL Group Limited is beneficially owned by him and ultimately held via LX Family Trust, over which he can direct voting and disposition of the company’s shares.

What is the ADS-to-Class A share ratio for Dingdong (DDL) in this filing?

The filing states that each American depositary share represents three Class A ordinary shares for every two ADSs. In other words, two ADSs equal three Class A ordinary shares, defining how the U.S.-traded ADSs correspond to Dingdong’s underlying Class A equity.

How do voting rights differ between Dingdong’s Class A and Class B shares?

Class A ordinary shares have one vote per share, while each Class B ordinary share carries twenty votes per share. The filing also notes that each Class B share is convertible into one Class A share, but Class A shares cannot convert into Class B.

Under what conditions do Dingdong Class B shares convert to Class A shares?

The filing explains that each Class B share is convertible into one Class A share at any time by its holder. Additionally, if Class B shares are transferred to most non‑affiliate holders, they automatically and immediately convert into the same number of Class A shares.