Dingdong (Cayman) Ltd SEC Filings

Dingdong (Cayman) Ltd submitted an initial insider ownership report for Zhang Chi Eric, who is identified as a director of the company. This Form 3 does not list any common stock or derivative transactions, and the accompanying summaries show no reported purchases, sales, or option exercises.

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.

Dingdong (Cayman) Limited has called a 2026 annual general meeting on March 27, 2026 to seek shareholder approval for a major strategic transaction. The company agreed to sell 100% of Dingdong Fresh Holding Limited, which holds substantially all of its China operations, to Two Hearts Investments Limited, a wholly owned Meituan subsidiary, for an equity transfer price of USD 717 million, subject to working capital, net cash and debt-like adjustments and potential deductions for fund leakage.

Subject to closing and receipt of proceeds, the board would be authorized to use not less than 90% of the company’s post-closing cash balance, after transaction costs and payables, for share repurchases and/or dividends at its discretion. The deal requires anti-monopoly clearance in China, completion of a large non-sensitive project filing with the National Development and Reform Commission, tax filings by Dingdong as transferor, divestiture of certain overseas businesses and completion of various corporate, banking and intercompany clean-up steps before closing.

Dingdong (Cayman) Limited announced a major leadership reshuffle, with founder Changlin Liang stepping down as Chief Executive Officer while remaining Chairman of the Board. Song Wang, previously Chief Financial Officer and a senior operations leader, has been appointed CEO effective March 4, 2026.

Wang has held several key roles, including Senior Vice President, director and head of the Dingdong Guyu Business Group, and led day-to-day operations in 2024, when the company achieved growth in both scale and profitability. The Board expressed confidence that he can guide the next phase of growth.

The company also disclosed that Chief Technology Officer Xu Jiang will resign by the end of March 2026 for personal reasons, with his responsibilities to be redistributed among existing leaders. The company emphasized there is no dispute or disagreement underlying his departure and highlighted his contributions to building Dingdong’s end-to-end digital supply chain.

Dingdong (Cayman) Limited reported another profitable quarter while preparing a major strategic sale. For fourth quarter 2025, revenue rose 5.7% year over year to RMB6,242.6 million, driven by higher transacting users, order frequency, and expanded frontline fulfillment in East China.

Net income was RMB33.6 million, marking the eighth consecutive GAAP-profitable quarter, while non-GAAP net income reached RMB50.8 million, the thirteenth straight non-GAAP-profitable quarter, although both profit and margins declined versus a year earlier. Operating cash flow was RMB204.5 million, the tenth consecutive quarter of positive cash generation, and cash, restricted cash, and short-term investments totaled RMB3,976.8 million as of December 31, 2025.

The company also highlighted a definitive agreement signed on February 5, 2026 to sell its China business to Meituan and stated its intention to use a substantial majority of the proceeds for share repurchases and/or dividends after closing, signaling a potential large return of capital to shareholders.

Dingdong (Cayman) Limited is setting the timetable for its 2026 annual general meeting of shareholders. The record date for holders of its Class A and Class B ordinary shares to be eligible to attend and vote at the AGM is the close of business on March 9, 2026, Shanghai time.

To qualify, transfers of ordinary shares on the Cayman Islands register must reach the company’s principal share registrar by 6:00 p.m. on March 6, 2026, Cayman Islands time. Holders of American depositary shares as of the close of business on March 6, 2026, New York time can attend the AGM and may instruct Deutsche Bank Trust Company Americas, as depositary, how to vote the Class A ordinary shares represented by their ADSs.

Dingdong (Cayman) Limited has agreed to sell all shares of its subsidiary Dingdong Fresh Holding Limited, which holds substantially all of its China operations, to a Meituan subsidiary for cash consideration of US$717 million, plus up to US$280 million in additional cash transfers, subject to adjustments.

On successful closing and receipt of proceeds, the company intends to use not less than 90% of its post-closing cash balance, after costs and expenses, for share repurchase plans and/or dividends to shareholders. The deal remains subject to multiple conditions, including shareholder approval, anti-monopoly clearance in China, tax filings, completion of an overseas business carve-out, lender consents and the absence of material adverse changes.

The company cautions that there is no assurance the transaction will close or that any buybacks or dividends will occur, and urges shareholders and ADS holders to exercise caution in trading its securities.

Dingdong (Cayman) Limited entered into a definitive agreement to sell all shares of its British Virgin Islands subsidiary that holds substantially all of its China operations to a Meituan subsidiary for cash consideration of US$717 million, subject to post-closing adjustments.

Dingdong will retain its international business after a reorganization and plans to call an extraordinary general meeting for shareholders to approve the transaction. Closing depends on conditions including shareholder approval, antitrust clearance from China’s SAMR, completion of an overseas carve-out, tax filings, and no material adverse effect.

The deal includes a five-year non-compete and non-solicitation in the consumer fresh grocery e-commerce business in Greater China, a no‑shop clause, and tiered termination fees of up to US$150 million for certain failures to close. During the transition period, operating results of the China business will accrue to the buyer.

Dingdong (NYSE: DDL) reported third-quarter 2025 results, showing steady growth and continued profitability. Revenue rose 1.9% year over year to RMB6,662.4 million, driven by more orders from higher monthly transacting users and increased order frequency, partly offset by lower CPI prices in key categories. GMV edged up 0.1% to RMB7,273.2 million.

Profitability remained positive but moderated. Net income was RMB82.9 million with a 1.2% margin, while non-GAAP net income was RMB101.3 million with a 1.5% margin. This marks seven consecutive GAAP-profitable quarters and twelve on a non-GAAP basis. Income from operations was RMB59.3 million; non-GAAP income from operations was RMB77.7 million.

Cash trends stayed healthy with operating cash inflow of RMB144.4 million. Cash, cash equivalents and short-term investments totaled RMB3,908.2 million as of September 30, 2025, and management noted actual cash owned after short-term borrowings of RMB3.03 billion. The company aims to maintain scale year over year and achieve non-GAAP profits in the fourth quarter of 2025.