PDD Insider Sale Notice: 2,127 ADS From Incentive Plan Scheduled 09/03/2025

Rhea-AI Filing Summary

PDD Holdings Inc. Form 144 notice reports a proposed sale of 2,127 ADS (each ADS represents 4 Class A ordinary shares) with an aggregate market value of $258,834.63. The ADS were acquired on 09/01/2025 under the company share incentive plan and the proposed sale is scheduled for 09/03/2025 through Citigroup Global Markets on NASDAQ. The filer states no securities were sold in the past three months and affirms no undisclosed material adverse information is known.

Positive

• Disclosure compliance: The Form 144 provides required details including broker, share count, acquisition and sale dates and aggregate market value.
• Transaction transparency: The sale is linked to an employee share incentive plan, indicating the shares were plan-issued rather than purchased in open market transfers.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider grant-sale disclosure; transaction size appears immaterial to PDD's market capitalization.

The Form 144 documents an insider or related person selling ADS received two days earlier under the company share incentive plan. The filing provides broker details, exact share count, acquisition and planned sale dates, and the aggregate market value, which at about $259k is small relative to a large-cap issuer. This disclosure meets Rule 144 notice requirements and supports market transparency; it does not, on its face, indicate unusual insider behavior or material corporate developments.

Corporate Governance Expert

TL;DR: Compliance-focused filing showing a post-grant sale; proper documentation reduces governance risk.

The notice shows the shares were acquired under an incentive plan and are being sold promptly, with a broker identified. From a governance perspective, timely filing and the signature attestation reduce regulatory risk. There is no indication of other sales in the prior three months and no claim of undisclosed material information, which is consistent with standard insider reporting practices.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADS EACH REPRESENTING 4 CLASS A ORDINARY SHARES	CITIGROUP GLOBAL MARKETS 390 GREENWICH ST NEW YORK NY 10013	2127	258834.63	5678585848	09/03/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ADS EACH REPRESENTING 4 CLASS A ORDINARY SHARES	09/01/2025	ACQUIRED STOCK UNDER COMPANY SHARE INCENTIVE PLAN	PDD HOLDINGS INC			2127	09/03/2025	NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the PDD Form 144 disclose?

The filing discloses a proposed sale of 2,127 ADS (each ADS = 4 Class A shares) with aggregate market value of $258,834.63.

When were the ADS acquired and when is the sale planned?

The ADS were acquired on 09/01/2025 under the company share incentive plan and the approximate sale date is 09/03/2025.

Through which broker will the PDD ADS be sold?

The notice names Citigroup Global Markets, 390 Greenwich St, New York, NY as the broker for the transaction.

Did the filer report other sales in the past three months?

The filing states Nothing to Report for securities sold during the past three months by the person for whose account the securities are to be sold.

What representation does the signer make on Form 144?

By signing, the person represents they do not know any material adverse information regarding the issuer that has not been publicly disclosed.