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  4. [Form 4] H World Group Ltd Insider Trading Activity

H World (HTHT) grants 165,740 performance RSUs to director Zheng Jie

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 received performance-based equity awards in the form of restricted share units (RSUs). On March 31, 2026, Zheng Jie was granted 157,740 RSUs and a separate grant of 8,000 RSUs, each representing the right to receive one ordinary share.

The RSUs are scheduled to vest in five installments for each grant, with 50% vesting on the second anniversary of the vesting start date and the remaining 50% vesting in four equal 1/8 installments every six months, ending on January 1, 2029 and January 13, 2029, respectively. After these grants, Zheng Jie holds 244,850 RSUs directly.

Positive

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Negative

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Insider Zheng Jie
Role Director
Type Security Shares Price Value
Grant/Award Restricted Share Units 157,740 $0.00 --
Grant/Award Restricted Share Units 8,000 $0.00 --
Holdings After Transaction: Restricted Share Units — 236,850 shares (Direct)
Footnotes (1)
  1. Each restricted share unit represents the right to receive one ordinary share. These performance-based restricted share units were granted on March 31, 2026 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 January 1, 2029. These performance-based restricted share units were granted on March 31, 2026 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 January 13, 2029.
RSU grant 1 157,740 RSUs Performance-based grant on March 31, 2026
RSU grant 2 8,000 RSUs Additional performance-based grant on March 31, 2026
Total RSUs after grants 244,850 RSUs Directly held after March 31, 2026 awards
Vesting end date (grant 1) January 1, 2029 Final installment for first performance-based RSU grant
Vesting end date (grant 2) January 13, 2029 Final installment for second performance-based RSU grant
Restricted Share Units financial
"Each restricted share unit represents the right to receive one ordinary share."
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 March 31, 2026 and are scheduled to vest"
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.
vesting start date financial
"50% on the second anniversary of the vesting start date and 1/8 on the last day"
Form 4 Insider Transactions: What Each Field Means →
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)
SHANGHAI201803
(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)
03/31/2026		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
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(1)03/31/2026A157,740 (2) (2)Ordinary Shares157,740$0236,850D
Restricted Share Units(1)03/31/2026A8,000 (3) (3)Ordinary Shares8,000$0244,850D
Explanation of Responses:
1. Each restricted share unit represents the right to receive one ordinary share.
2. These performance-based restricted share units were granted on March 31, 2026 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 January 1, 2029.
3. These performance-based restricted share units were granted on March 31, 2026 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 January 13, 2029.
/s/ Fan You, Attorney-in-Fact for Jie Zheng04/01/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did H World (HTHT) report for Zheng Jie?

H World reported that director Zheng Jie received two grants of performance-based restricted share units totaling 165,740 RSUs on March 31, 2026. Each RSU represents the right to receive one ordinary share, increasing his directly held RSU-based equity compensation position at the company.

How many restricted share units did Zheng Jie receive from H World (HTHT)?

Zheng Jie received 157,740 restricted share units in one grant and 8,000 restricted share units in a second grant, totaling 165,740 RSUs. Following these awards, his directly held RSU balance reported in the filing increased to 244,850 units tied to ordinary shares.

How do Zheng Jie’s H World (HTHT) RSUs vest over time?

The performance-based RSUs vest in five installments for each grant. For both awards, 50% vests on the second anniversary of the vesting start date, with the remaining 50% vesting in four equal 1/8 installments every six months through January 1, 2029 and January 13, 2029.

What does each H World (HTHT) restricted share unit represent for Zheng Jie?

Each restricted share unit granted to Zheng Jie represents the right to receive one ordinary share of H World Group Ltd upon vesting. This structure ties his compensation directly to the company’s equity, aligning part of his pay with long-term share performance and vesting conditions.

Are Zheng Jie’s H World (HTHT) RSUs classified as performance-based awards?

Yes. The filing describes both grants as performance-based restricted share units. They vest over multiple years in scheduled installments, linking Zheng Jie’s equity compensation to ongoing service and performance conditions defined by H World Group Ltd’s incentive arrangements.

How many H World (HTHT) RSUs does Zheng Jie hold after these grants?

After receiving the March 31, 2026 grants, Zheng Jie is reported as directly holding 244,850 restricted share units. These units are derivatives tied to H World ordinary shares, and their value ultimately depends on vesting under the award schedule and the company’s share performance.