Chen Lei of PDD Holdings (PDD) reports 13.58M ADS-linked options

Rhea-AI Filing Summary

PDD Holdings Inc. director and Co-Chief Executive Officer Chen Lei reported his initial ownership of stock options linked to the company’s American depositary shares (ADSs). He holds options covering 13,580,000 ADSs in total, with some already exercisable and others vesting between 2026 and 2030 and expiring between 2036 and 2043. The filing lists only existing option awards and no recent purchases or sales.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Chen Lei (LC)

Role Co-Chief Executive Office

Type	Security	Shares	Price	Value
holding	Options (right to buy)	--	--	--
holding	Options (right to buy)	--	--	--
holding	Options (right to buy)	--	--	--

Holdings After Transaction: Options (right to buy) — 330,000 shares (Direct)

Footnotes (1)

1. These options are all exercisable as of the filing date. The expiration date for 80,000 options is August 31, 2036 and the expiration date for the remaining 250,000 options is August 31, 2040. Each American depositary share ("ADS") of the Issuer represents four (4) Class A ordinary shares. Each option represents the right to receive, at settlement after exercise, one American Depositary Share ("ADS") of the Issuer, and has an exercise price of US$0.026. Half of these options will become exercisable on September 1, 2026 and the remaining will become exercisable on September 1, 2027. The expiration date for these options is August 31, 2040. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options. One-fourth of these options will become exercisable on each of the following dates: November 1, 2027, November 1, 2028, November 1, 2029, and November 1, 2030. The expiration date for these options is October 31, 2043. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

Understanding Insider Trading Forms →

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

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1. Name and Address of Reporting Person^*

Chen Lei (LC)

(Last) (First) (Middle)

FIRST FLOOR, 25 ST STEPHEN'S GREEN

(Street)

DUBLIN 2 D02 XF99

(City) (State) (Zip)

IRELAND

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
PDD Holdings Inc. [ PDD ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Office

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)

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
Options (right to buy)	(1)	(1)	ADSs(2)	330,000	(3)	D
Options (right to buy)	(4)	(4)	ADSs(2)	250,000	(3)	D
Options (right to buy)	(5)	(5)	ADSs(2)	13,000,000	(3)	D

Explanation of Responses:

1. These options are all exercisable as of the filing date. The expiration date for 80,000 options is August 31, 2036 and the expiration date for the remaining 250,000 options is August 31, 2040.

2. Each American depositary share ("ADS") of the Issuer represents four (4) Class A ordinary shares.

3. Each option represents the right to receive, at settlement after exercise, one American Depositary Share ("ADS") of the Issuer, and has an exercise price of US$0.026.

4. Half of these options will become exercisable on September 1, 2026 and the remaining will become exercisable on September 1, 2027. The expiration date for these options is August 31, 2040. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

5. One-fourth of these options will become exercisable on each of the following dates: November 1, 2027, November 1, 2028, November 1, 2029, and November 1, 2030. The expiration date for these options is October 31, 2043. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

	/s/ Chen Lei	03/18/2026
	** 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 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.
* Form 3: SEC 1473 (03-26)

FAQ

What does Chen Lei’s Form 3 filing for PDD mean for investors?

Chen Lei’s Form 3 shows his existing holdings of PDD stock options, not new trades. It discloses option awards over ADSs, including vesting schedules and expirations, helping investors understand management’s equity-based incentives and long-term alignment with the company.

How many PDD Holdings ADSs are covered by Chen Lei’s reported options?

Chen Lei holds options covering a total of 13,580,000 PDD ADSs. These options are separated into several grants with different vesting dates and expiration years, indicating a layered, long-term equity incentive structure tied to his leadership role at the company.

Are Chen Lei’s PDD options currently exercisable?

Some of Chen Lei’s PDD options are already exercisable, while others vest later. One grant includes 80,000 options expiring in 2036 and 250,000 in 2040, and additional grants vest in stages between 2026 and 2030, reflecting long-term incentive planning.

What are the key vesting dates for Chen Lei’s PDD options?

Chen Lei’s options vest over multiple future dates. One grant vests half on September 1, 2026 and half on September 1, 2027, while another vests in four equal parts on November 1, 2027, 2018, 2029, and 2030, supporting sustained retention.

What is the exercise price and structure of PDD’s ADS options held by Chen Lei?

Each option gives Chen Lei the right to receive one PDD ADS at an exercise price of US$0.026. Each ADS represents four Class A ordinary shares, meaning these options provide leveraged exposure to the company’s underlying equity through relatively low-cost option grants.

Does Chen Lei’s Form 3 show any buying or selling of PDD shares?

The Form 3 does not show any recent buying or selling of PDD shares by Chen Lei. It only records his existing option awards over ADSs and their terms, serving as an initial beneficial ownership statement rather than a report of open-market transactions.