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

Zheng Jie (HTHT) discloses H World share and RSU holdings in Form 3

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

Rhea-AI Filing Summary

H World Group Ltd director Zheng Jie has filed an initial ownership report showing existing equity interests in the company. The filing lists 79,110 performance-based restricted stock units that were granted on June 28, 2024 and are scheduled to vest in five installments through June 28, 2028. Each restricted stock unit represents the right to receive one ordinary share upon vesting at a zero exercise price. The report also shows direct ownership of 65,240 ordinary shares following the reported holdings.

Positive

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Insider Zheng Jie
Role Director
Type Security Shares Price Value
holding Restricted Stock Units -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Restricted Stock Units — 79,110 shares (Direct); Ordinary Shares — 65,240 shares (Direct)
Footnotes (1)
  1. These performance-based restricted stock units were granted on June 28, 2024 and are scheduled to vest in five installments, with 50% on the second anniversary of the vesting start date and 1/8 on the last day of each succeeding six-month period, ending on June 28, 2028. 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*
Zheng Jie
(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 65,240 D
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 (1) (1) Ordinary Shares 79,110 (2) D
Explanation of Responses:
1. These performance-based restricted stock units were granted on June 28, 2024 and are scheduled to vest in five installments, with 50% on the second anniversary of the vesting start date and 1/8 on the last day of each succeeding six-month period, ending on June 28, 2028.
2. 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 Jie Zheng 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 Zheng Jie’s Form 3 filing for H World Group Ltd (HTHT) show?

The Form 3 shows Zheng Jie’s existing equity holdings in H World Group Ltd, including ordinary shares and performance-based restricted stock units. It is an initial ownership statement, not a report of share purchases or sales in the market.

How many restricted stock units does Zheng Jie hold in HTHT according to the filing?

The filing reports 79,110 performance-based restricted stock units linked to H World Group Ltd ordinary shares. These units were granted on June 28, 2024 and each unit gives the right to receive one ordinary share when it vests, subject to the stated schedule.

What is the vesting schedule for Zheng Jie’s performance-based restricted stock units at H World Group Ltd?

The performance-based restricted stock units are scheduled to vest in five installments: 50% on the second anniversary of the vesting start date, then 1/8 on the last day of each succeeding six-month period, ending on June 28, 2028, assuming applicable conditions are satisfied.

How many ordinary shares of H World Group Ltd does Zheng Jie directly own?

The filing lists 65,240 ordinary shares of H World Group Ltd held directly by Zheng Jie following the reported holdings. This figure reflects direct ownership only and is separate from the additional ordinary shares that may be received upon vesting of restricted stock units.

What is the relationship between Zheng Jie’s restricted stock units and H World Group Ltd ordinary shares?

Each restricted stock unit represents the right to receive one ordinary share of H World Group Ltd upon vesting. The reported units have a stated exercise price of 0.0000, meaning no additional cash payment is required when they convert into ordinary shares at vesting.

Does Zheng Jie’s Form 3 for HTHT indicate recent insider buying or selling activity?

The Form 3 is an initial ownership statement that lists existing holdings, including ordinary shares and restricted stock units. The transaction records are labeled as holdings with unknown transaction codes, and there are no reported buy or sell transactions in this filing.