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  4. [Form 3] H World Group Ltd Initial Statement of Beneficial Ownership

H World Group (HTHT) director details initial RSU and share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

H World Group Ltd director Justin Martin Leverenz filed an initial ownership report showing substantial equity interests. He holds restricted stock units linked to 656,200 ordinary shares, which were granted on August 5, 2025 and are scheduled to vest in four equal yearly installments through August 15, 2029. Each restricted stock unit entitles him to receive one ordinary share upon vesting. He also directly owns 201,790 ordinary shares represented by American depositary shares and has indirect ownership of 86,900 ordinary shares through an irrevocable trust whose beneficiary is his son and whose trustee is his wife.

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Insider Leverenz Justin Martin
Role Director
Type Security Shares Price Value
holding Restricted Stock Units -- -- --
holding Ordinary Shares (represented by American depositary shares) -- -- --
holding Ordinary Shares (represented by American depositary shares) -- -- --
Holdings After Transaction: Restricted Stock Units — 656,200 shares (Direct); Ordinary Shares (represented by American depositary shares) — 201,790 shares (Direct); Ordinary Shares (represented by American depositary shares) — 86,900 shares (Indirect, By an Irrevocable Trust)
Footnotes (1)
  1. Johann Spencer Leverenz, the son of Justin Martin Leverenz, is the beneficiary of the Irrevocable Trust, and Nancy Hu, the wife of Justin Martin Leverenz, is the trustee of the Irrevocable Trust. These restricted stock units were granted on August 5, 2025 and are scheduled to vest in four equal installments on a yearly basis over a four-year period ending on August 15, 2029. Each restricted stock unit represents the right to receive, upon vesting, one ordinary share.
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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*
Leverenz Justin Martin
(Last) (First) (Middle)
NO. 1299 FENGHUA ROAD
(Street)
SHANGHAI F4 201803
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 		3. Issuer Name and Ticker or Trading Symbol
H World Group Ltd [ HTHT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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)
Ordinary Shares (represented by American depositary shares) 201,790 D
Ordinary Shares (represented by American depositary shares) 86,900 I By an Irrevocable Trust(1)
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
Restricted Stock Units (2) (2) Ordinary Shares 656,200 (3) D
Explanation of Responses:
1. Johann Spencer Leverenz, the son of Justin Martin Leverenz, is the beneficiary of the Irrevocable Trust, and Nancy Hu, the wife of Justin Martin Leverenz, is the trustee of the Irrevocable Trust.
2. These restricted stock units were granted on August 5, 2025 and are scheduled to vest in four equal installments on a yearly basis over a four-year period ending on August 15, 2029.
3. Each restricted stock unit represents the right to receive, upon vesting, one ordinary share.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Fan You, Attorney-in-Fact for Justin Martin Leverenz 03/16/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What does the Justin Martin Leverenz Form 3 filing for HTHT show?

The Form 3 shows Justin Martin Leverenz’s initial ownership in H World Group Ltd (HTHT), including restricted stock units and ordinary shares held directly and indirectly through an irrevocable trust.

How many restricted stock units does Justin Martin Leverenz report in H World Group (HTHT)?

He reports restricted stock units linked to 656,200 ordinary shares. These units were granted on August 5, 2025 and vest in four equal annual installments ending August 15, 2029, each unit converting into one ordinary share when vested.

What direct ordinary share holdings does Leverenz report in H World Group Ltd (HTHT)?

He directly reports 201,790 ordinary shares, represented by American depositary shares. These are separate from his restricted stock units and reflect his existing direct equity stake in H World Group Ltd at the time of the Form 3 filing.

What indirect ownership through a trust is disclosed for HTHT in this Form 3?

The filing discloses 86,900 ordinary shares held indirectly through an irrevocable trust. His son, Johann Spencer Leverenz, is the beneficiary, and his wife, Nancy Hu, serves as trustee of this irrevocable trust.

How do the H World (HTHT) restricted stock units vest for Justin Martin Leverenz?

The restricted stock units were granted on August 5, 2025 and vest in four equal yearly installments. The vesting schedule runs through August 15, 2029, with each vested unit delivering one ordinary share to Leverenz.

What types of securities are covered in Leverenz’s initial HTHT ownership report?

The report covers restricted stock units tied to ordinary shares, ordinary shares represented by American depositary shares held directly, and additional ordinary shares held indirectly through an irrevocable trust associated with his family.