Quhuo (NASDAQ: QH) grants 990M unregistered shares to employees

Rhea-AI Filing Summary

Quhuo Limited reported that on January 14, 2026 it issued 990,000,000 Class A ordinary shares, each with a par value of US$0.0001, to certain employees under its 2025 Share Incentive Plan. These shares were issued in a private, unregistered transaction relying on the Section 4(a)(2) exemption from the U.S. Securities Act, meaning they were not sold in a public offering. The company also states that this report is incorporated by reference into its existing Form F-3 shelf registration statements, so the information about this share issuance is now formally included in those offerings.

Insights

Equity Compensation & Securities Law Analyst

Quhuo records a large employee share grant via private, unregistered issuance.

Quhuo Limited has issued 990,000,000 Class A ordinary shares to certain employees under its 2025 Share Incentive Plan. This represents compensation paid in equity rather than cash, aligning staff incentives with the company’s share performance while preserving cash resources.

The issuance was not registered under the U.S. Securities Act and instead relied on the Section 4(a)(2) exemption for transactions by an issuer not involving a public offering. This indicates the shares were granted in a private context, typically with transfer and resale restrictions until any applicable registration or exemption conditions are met.

The company also states that this report is incorporated by reference into its existing Form F-3 registration statements. That step ensures these equity compensation actions are part of the broader disclosure package available to investors, though any actual market impact will depend on how and when these granted shares become eligible for resale.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number 001-39354

Quhuo Limited

(Exact name of registrant as specified in its charter)

3F, Building A, Xin’anmen, No. 1 South Bank
Huihe South Street, Chaoyang District
Beijing, People’s Republic of China

+86 (10) 5923-6208

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Issuance of Unregistered Shares under Share Incentive Plan

On January 14, 2026, Quhuo Limited, a Cayman Islands exempted company (the “Company”), issued a total of 990,000,000 Class A ordinary shares, par value US$0.0001 per share (the “Shares”), to certain employees pursuant to Quhuo Limited 2025 Share Incentive Plan.

The issuance of the Shares was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as transactions by an issuer not involving a public offering.

INCORPORATION BY REFERENCE

This Report on Form 6-K is incorporated by reference into the registration statements Form F-3, as amended (File No. 333-273087 and File No. 333-281997) of Quhuo Limited and shall be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 21, 2026	Quhuo Limited
	By:	/s/ Leslie Yu
		Name:	Leslie Yu
		Title:	Chairman and Chief Executive Officer

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FAQ

What did Quhuo Limited (QH) announce in this Form 6-K?

Quhuo Limited announced that on January 14, 2026 it issued 990,000,000 Class A ordinary shares, par value US$0.0001 per share, to certain employees under its 2025 Share Incentive Plan.

Who received the 990,000,000 Quhuo (QH) shares and under what plan?

The 990,000,000 Class A ordinary shares were issued to certain employees of Quhuo Limited, pursuant to the company’s 2025 Share Incentive Plan.

Were the new Quhuo Limited (QH) shares registered with the SEC?

No. The newly issued shares were unregistered under the U.S. Securities Act of 1933. Quhuo relied on Section 4(a)(2), which covers transactions by an issuer not involving a public offering.

What is the legal basis Quhuo (QH) used for issuing unregistered shares?

Quhuo states that the issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on Section 4(a)(2), which permits private, non-public offerings by an issuer.

How does this Form 6-K relate to Quhuo Limited’s existing registration statements?

The report is expressly incorporated by reference into Quhuo Limited’s Form F-3 registration statements (File Nos. 333-273087 and 333-281997), becoming part of those documents from the date it is furnished.

Who signed this Quhuo Limited (QH) Form 6-K filing?

The report was signed on behalf of Quhuo Limited by Leslie Yu, who is identified as the company’s Chairman and Chief Executive Officer, dated January 21, 2026.