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PDD Holdings (PDD) awards 50,000 stock options to its Co-CEO

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

Rhea-AI Filing Summary

PDD Holdings Inc. director and Co-Chief Executive Officer Zhao Jiazhen reported receiving a grant of options covering 50,000 ADSs. These options carry an exercise price of $0.026 per ADS and expire on June 30, 2046, functioning as equity-based compensation rather than an open-market purchase.

According to the grant terms, one-fourth of the options will become exercisable on each of July 1, 2030, July 1, 2031, July 1, 2032 and July 1, 2033, reflecting a long-term vesting schedule that incorporates a three-year lock-up period. Each option, once vested and exercised, entitles the holder to receive one American Depositary Share of PDD Holdings.

Positive

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Negative

  • None.
Insider Zhao Jiazhen
Role Co-Chief Executive Officer
Type Security Shares Price Value
Grant/Award Options (right to buy) 50,000 $0.00 --
Holdings After Transaction: Options (right to buy) — 50,000 shares (Direct, null)
Footnotes (1)
  1. One-fourth of these options will become exercisable on each of the following dates: July 1, 2030, July 1, 2031, July 1, 2032 and July 1, 2033. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options. Each option represents the right to receive, at settlement after exercise, one American Depositary Share ("ADS") of the Issuer.
Options granted 50,000 options Grant of options to Co-CEO on July 1, 2026
Underlying ADSs 50,000 ADSs Each option represents one American Depositary Share
Exercise price $0.026 per ADS Conversion or exercise price of granted options
Expiration date June 30, 2046 Options expire if not exercised by this date
Post-grant option holdings 50,000 options Total derivative securities following the reported transaction
First vesting date July 1, 2030 One-fourth of options become exercisable on this date
Final vesting date July 1, 2033 Last quarter of options become exercisable on this date
Options (right to buy) financial
"security_title: Options (right to buy)"
American Depositary Share ("ADS") financial
"Each option represents the right to receive, at settlement after exercise, one American Depositary Share ("ADS") of the Issuer."
An American Depositary Share (ADS) is a U.S.-listed certificate issued by a U.S. bank that represents one or more ordinary shares of a foreign company, letting U.S. investors buy and sell that foreign stock in dollars on U.S. markets. It matters because ADSs make access to overseas companies easier and more convenient—like a local ticket that stands in for a foreign product—while affecting liquidity, dividend payments, currency conversion and the regulatory disclosures investors rely on.
exercise price financial
"conversion_or_exercise_price: 0.0260"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
lock-up period financial
"The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options."
A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.
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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*
Zhao Jiazhen
(Last)(First)(Middle)
FIRST FLOOR, 25 ST STEPHEN'S GREEN
(Street)
DUBLIN 2D02 XF99
(City)(State)(Zip)
IRELAND
(Country)		2. Issuer Name and Ticker or Trading Symbol
PDD Holdings Inc. [ PDD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		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
Options (right to buy)$0.02607/01/2026A50,000 (1)06/30/2046ADSs(2)50,000$050,000D
Explanation of Responses:
1. One-fourth of these options will become exercisable on each of the following dates: July 1, 2030, July 1, 2031, July 1, 2032 and July 1, 2033. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.
2. Each option represents the right to receive, at settlement after exercise, one American Depositary Share ("ADS") of the Issuer.
/s/ Zhao Jiazhen07/02/2026
** 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 did PDD (PDD) Co-CEO Zhao Jiazhen report in this Form 4?

Zhao Jiazhen reported receiving a grant of options for 50,000 PDD Holdings ADSs. These options are equity compensation, not an open-market stock purchase, and give him the right to buy shares at a fixed exercise price if and when they vest in future years.

How large is the stock option grant reported by PDD (PDD)?

The filing shows a grant of options over 50,000 ADSs of PDD Holdings Inc. Each option relates to one ADS, providing future purchase rights rather than immediate share ownership, and represents a long-term incentive award for the company’s Co-Chief Executive Officer, Zhao Jiazhen.

What is the exercise price and expiration date of Zhao Jiazhen’s PDD options?

The options carry an exercise price of $0.026 per ADS and expire on June 30, 2046. This means Zhao can choose to exercise the options at that fixed price any time after they vest and before the 2046 expiration, subject to the plan’s other terms.

When do the PDD (PDD) options granted to Zhao Jiazhen vest?

The grant vests in four equal installments: one-fourth on July 1, 2030, one-fourth on July 1, 2031, one-fourth on July 1, 2032, and the final quarter on July 1, 2033. The schedule reflects a long-term incentive structure with a three-year lock-up considered.

Does this PDD Form 4 show any shares being bought or sold on the market?

No open-market buying or selling is reported. The Form 4 records a compensation-related acquisition of stock options, coded as a grant or award. Zhao Jiazhen receives the right to buy ADSs in the future, but no market trade occurs in this filing.

What does each option in Zhao Jiazhen’s grant represent for PDD (PDD) investors?

Each option represents the right to receive one PDD Holdings American Depositary Share upon exercise. Once vested, Zhao can exercise the option to obtain an ADS at the fixed $0.026 exercise price, potentially aligning his incentives with the long-term performance of the company’s stock.