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H World Group (HTHT) director vests 307,850 RSUs after exit

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Zheng Jie reported acquisition or exercise transactions in this Form 4 filing.

H World Group Ltd director Zheng Jie reported equity compensation activity tied to her resignation from the board. On May 14, 2026, she received a grant of 63,000 performance-based restricted share units (RSUs), each representing the right to receive one ordinary share.

On May 15, 2026, immediately before her resignation became effective, all previously granted and still unvested RSUs totaling 307,850 units were accelerated and became fully vested on a one-time basis. These vested RSUs settled into ordinary shares, leaving her with 373,090 ordinary shares held directly after the transaction and no RSUs remaining.

Positive

  • None.

Negative

  • None.
Insider Zheng Jie
Role null
Type Security Shares Price Value
Exercise Restricted Share Units 307,850 $0.00 --
Exercise Ordinary Shares 307,850 $0.00 --
Grant/Award Restricted Share Units 63,000 $0.00 --
Holdings After Transaction: Restricted Share Units — 0 shares (Direct, null); Ordinary Shares — 373,090 shares (Direct, null)
Footnotes (1)
  1. Reflects restricted share units that vested and settled into ordinary shares. Each restricted share unit represents the right to receive one ordinary share. These performance-based restricted share units were granted on May 14, 2026 and were 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 January 1, 2030. On May 15, 2026, the Reporting Person informed the board of directors of the Issuer (the "Board") her intention to resign from the Board, effective immediately (the "Resignation"). Pursuant to the agreement dated May 15, 2026 between the Issuer and the Reporting Person, immediately prior to the effectiveness of the Resignation, all restricted share units previously granted to the Reporting Person that remained outstanding and unvested as of such time, totaling 307,850 restricted share units, were accelerated and became fully vested on a one-time basis. These 307,850 restricted share units include: (i) 79,110 restricted share units granted on June 28, 2024, which were previously reported on the Form 3 filed by the Reporting Person on March 16, 2026; (ii) 157,740 restricted share units granted on March 31, 2026, which were previously reported on the Form 4 filed by the Reporting Person on April 1, 2026; (iii) 8,000 restricted share units granted on March 31, 2026, which were previously reported on the Form 4 filed by the Reporting Person on April 1, 2026; and (iv) 63,000 restricted share units granted on May 14, 2026, which are reported on this Form 4.
RSUs vested 307,850 units Accelerated vesting immediately before resignation on May 15, 2026
New RSU grant 63,000 units Performance-based RSUs granted on May 14, 2026
Post-transaction holdings 373,090 ordinary shares Shares directly owned after RSUs vested and settled
Underlying shares per RSU 1 ordinary share Each restricted share unit represents one ordinary share
Total accelerated RSUs detail 307,850 units Includes prior grants of 79,110; 157,740; 8,000; and 63,000 units
restricted share units financial
"Reflects restricted share units that vested and settled into ordinary shares."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
performance-based restricted share units financial
"These performance-based restricted share units were granted on May 14, 2026 and were scheduled to vest in five installments"
Performance-based restricted share units are promises to give company stock to employees or executives only if the business hits specified targets, such as revenue, profit or stock performance; think of them as a bonus paid in shares that only vests when certain goals are met. They matter to investors because they align management incentives with shareholder outcomes, can dilute share count when paid out, and reveal how leadership is being rewarded and what milestones the company expects to reach.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
accelerated and became fully vested financial
"were accelerated and became fully vested on a one-time basis."
vested and settled financial
"Reflects restricted share units that vested and settled into ordinary shares."
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Zheng Jie

(Last)(First)(Middle)
NO. 1299 FENGHUA ROAD

(Street)
SHANGHAIF4201803

(City)(State)(Zip)

CHINA

(Country)
2. Issuer Name and Ticker or Trading Symbol
H World Group Ltd [ HTHT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary Shares05/15/2026M307,850A(1)373,090D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(2)05/14/2026A63,000 (3) (3)Ordinary Shares63,000$0307,850D
Restricted Share Units(2)05/15/2026M307,850 (4)(5) (4)(5)Ordinary Shares307,850$00D
Explanation of Responses:
1. Reflects restricted share units that vested and settled into ordinary shares.
2. Each restricted share unit represents the right to receive one ordinary share.
3. These performance-based restricted share units were granted on May 14, 2026 and were 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 January 1, 2030.
4. On May 15, 2026, the Reporting Person informed the board of directors of the Issuer (the "Board") her intention to resign from the Board, effective immediately (the "Resignation"). Pursuant to the agreement dated May 15, 2026 between the Issuer and the Reporting Person, immediately prior to the effectiveness of the Resignation, all restricted share units previously granted to the Reporting Person that remained outstanding and unvested as of such time, totaling 307,850 restricted share units, were accelerated and became fully vested on a one-time basis.
5. These 307,850 restricted share units include: (i) 79,110 restricted share units granted on June 28, 2024, which were previously reported on the Form 3 filed by the Reporting Person on March 16, 2026; (ii) 157,740 restricted share units granted on March 31, 2026, which were previously reported on the Form 4 filed by the Reporting Person on April 1, 2026; (iii) 8,000 restricted share units granted on March 31, 2026, which were previously reported on the Form 4 filed by the Reporting Person on April 1, 2026; and (iv) 63,000 restricted share units granted on May 14, 2026, which are reported on this Form 4.
/s/ Fan You, Attorney-in-Fact for Jie Zheng05/18/2026
** Signature of Reporting PersonDate
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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transactions did Zheng Jie report in H World Group (HTHT) Form 4?

Zheng Jie reported equity awards vesting and conversion into shares, not open-market trades. She received 63,000 new restricted share units, then a total of 307,850 RSUs were accelerated, vested and settled into ordinary shares immediately before her board resignation.

How many H World Group (HTHT) restricted share units vested for Zheng Jie?

A total of 307,850 restricted share units vested for Zheng Jie. These RSUs, drawn from several prior grants plus a new 63,000-unit award, were accelerated to fully vest on May 15, 2026 and then settled into ordinary shares.

Did Zheng Jie receive a new equity grant from H World Group (HTHT)?

Yes, Zheng Jie received 63,000 performance-based restricted share units. The RSUs were granted on May 14, 2026 and were originally scheduled to vest in five installments through January 1, 2030, before being accelerated in connection with her resignation.

How many H World Group (HTHT) shares does Zheng Jie hold after these transactions?

After the vesting and settlement, Zheng Jie holds 373,090 ordinary shares. The accelerated vesting of 307,850 restricted share units converted into ordinary shares, increasing her direct share ownership to this reported post-transaction amount.

Why were Zheng Jie’s H World Group (HTHT) RSUs accelerated?

The RSUs were accelerated in connection with her resignation from the board. Under an agreement dated May 15, 2026, all 307,850 outstanding and unvested restricted share units became fully vested immediately before her resignation became effective.

What types of securities are involved in Zheng Jie’s H World Group (HTHT) Form 4?

The filing involves restricted share units and ordinary shares. Each restricted share unit represents the right to receive one ordinary share, and 307,850 RSUs vested and settled into ordinary shares, leaving no RSUs outstanding after the reported transactions.