H World director vests 164K RSUs into shares

H World Group Ltd (HTHT) director Justin Martin Leverenz reported the vesting and settlement of 164,050 Restricted Share Units on August 15, 2026, which converted into an equal number of ordinary shares.

Rhea-AI Filing Summary

H World Group Ltd (HTHT) director Justin Martin Leverenz reported the vesting and settlement of 164,050 Restricted Share Units on August 15, 2026, which converted into an equal number of ordinary shares. Following this exercise, he holds 492,150 Restricted Share Units. His reported non-derivative holdings total 201,790 ordinary shares represented by American depositary shares held directly, plus 86,900 ordinary shares represented by American depositary shares held indirectly through an Irrevocable Trust for the benefit of his son, with his spouse as trustee.

Insider Trade Summary

164,050 shares exercised/converted

Exercise 4 txns

Insider Leverenz Justin Martin

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units F3, F4	164,050	$0.00	$0.00
Exercise	Ordinary Shares F1	164,050	--	--
holding	Ordinary Shares (represented by American depositary shares)	--	--	--
holding	Ordinary Shares (represented by American depositary shares) F2	--	--	--

Holdings After Transaction: Restricted Share Units — 492,150 contracts (Direct); Ordinary Shares — 164,050 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 (4)

1. F1. Reflects restricted share units that vested and settled into ordinary shares.
2. F2. 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.
3. F3. Each restricted share unit represents the right to receive one ordinary share.
4. F4. These restricted share units were granted on August 5, 2025 and vested on August 15, 2026. These restricted share units were previously reported on the Form 3 filed by the Reporting Person on March 16, 2026.

Key Figures

RSUs Exercised/Vested: 164,050 Restricted Share Units RSUs Remaining After Transaction: 492,150 Restricted Share Units Direct Ordinary Share Holdings: 201,790 ordinary shares +4 more

7 metrics

RSUs Exercised/Vested 164,050 Restricted Share Units RSUs that vested and settled into ordinary shares on August 15, 2026

RSUs Remaining After Transaction 492,150 Restricted Share Units Total Restricted Share Units reported following the exercise/conversion

Direct Ordinary Share Holdings 201,790 ordinary shares Ordinary Shares represented by American depositary shares held directly after transactions

Indirect Ordinary Share Holdings 86,900 ordinary shares Ordinary Shares represented by American depositary shares held indirectly by an Irrevocable Trust

RSU-to-Share Conversion Ratio 1 RSU : 1 ordinary share Each Restricted Share Unit represents the right to receive one ordinary share

RSU Grant Date August 5, 2025 Date the reported Restricted Share Units were granted

RSU Vesting Date August 15, 2026 Date the reported Restricted Share Units vested and settled

Key Terms

Restricted Share Units, American depositary shares, Irrevocable Trust, Exercise or conversion of derivative security

4 terms

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.

American depositary shares financial

"Ordinary Shares (represented by American depositary shares)"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Irrevocable Trust financial

"the beneficiary of the Irrevocable Trust, and Nancy Hu, the wife"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HTHT director Justin Martin Leverenz report on August 15, 2026?

He reported the vesting and settlement of 164,050 Restricted Share Units into ordinary shares on August 15, 2026. These RSUs converted one-for-one into ordinary shares, reflecting equity compensation rather than an open-market purchase or sale.

How many Restricted Share Units does HTHT director Justin Martin Leverenz hold after this Form 4?

After the transaction, he holds 492,150 Restricted Share Units. These RSUs represent rights to receive ordinary shares in the future, in addition to his existing direct and indirect holdings of ordinary shares represented by American depositary shares.

How many HTHT ordinary shares does Justin Martin Leverenz hold directly after the reported transaction?

He holds 201,790 ordinary shares represented by American depositary shares directly. This position is reported as a non-derivative holding and reflects his direct ownership separate from any indirect interests through trusts.

What indirect HTHT share holdings does Justin Martin Leverenz report through the Irrevocable Trust?

He reports 86,900 ordinary shares represented by American depositary shares held indirectly “By an Irrevocable Trust.” His son is the beneficiary, and his spouse is the trustee, as described in the filing footnote.

Did the HTHT Form 4 report an open-market buy or sell by Justin Martin Leverenz?

The Form 4 reports no open-market purchases or sales. It shows RSUs vesting and converting into ordinary shares and the resulting holdings, rather than any market-based buy or sell transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 06:18 AM Accepted by SEC EDGAR 08/18/2026 - 06:17 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Leverenz Justin Martin

(Last) (First) (Middle)

NO. 1299 FENGHUA ROAD

(Street)

SHANGHAI 201803

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/15/2026		M		164,050	A	(1)	164,050	D
Ordinary Shares (represented by American depositary shares)								201,790	D
Ordinary Shares (represented by American depositary shares)								86,900	I	By an Irrevocable Trust(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(3)	08/15/2026		M			164,050	(4)	(4)	Ordinary Shares	164,050	$0	492,150	D

Explanation of Responses:

1. Reflects restricted share units that vested and settled into ordinary shares.

2. 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.

3. Each restricted share unit represents the right to receive one ordinary share.

4. These restricted share units were granted on August 5, 2025 and vested on August 15, 2026. These restricted share units were previously reported on the Form 3 filed by the Reporting Person on March 16, 2026.

	/s/ Fan You, Attorney-in-Fact for Justin Martin Leverenz	08/18/2026
	** 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 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)