Here Group (HERE) chief product officer set to receive 18.2M shares in merger

Rhea-AI Filing Summary

Here Group Ltd director and chief product officer Zhan Huiyu reported an initial beneficial ownership position tied to a pending merger with Shenzhen Yiqi Culture Co., Ltd. Under this Letsvan merger deal, a total of 18,219,330 Class A ordinary shares are to be issued to him or his designated entity once closing conditions are met and the closing occurs.

The shares are structured in three tranches: 10,931,598 shares as a first tranche, 3,643,866 shares as a second tranche subject to continued employment, and a final 3,643,866-share tranche. Each tranche carries lock-up periods and, for the second and final tranches, annual vesting over four years. The filing also notes holdings of American depositary shares, with each ADS representing three Class A ordinary shares.

Insights

Equity compensation and M&A specialist

Large merger-related equity grant vests over time with lock-ups.

The filing shows that Zhan Huiyu, a director and chief product officer of Here Group Ltd, is entitled to receive 18,219,330 Class A ordinary shares in connection with the Letsvan merger deal once closing conditions are satisfied. This is a substantial equity interest linked directly to the transaction.

The structure spreads issuance and vesting across three tranches. The first tranche of 10,931,598 shares is issued after closing with a one-year lock-up. The second and final tranches of 3,643,866 shares each are tied to continued employment and four-year lock-ups with annual vesting, aligning incentives over multiple years.

The filing describes only an initial ownership position and rights to receive shares rather than any open-market trading. Investor impact depends on the broader merger terms, related share issuances, and how these shares fit into the company’s total outstanding equity as described in other disclosures.

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^*

ZHAN HUIYU

(Last) (First) (Middle)

RM 3008, 30/F, TWO EXCHANGE SQUARE

8 CONNAUGHT PLACE

(Street)

CENTRAL HONG KONG 000000

(City) (State) (Zip)

HONG KONG

(Country)

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

3. Issuer Name and Ticker or Trading Symbol
Here Group Ltd [ HERE ]

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)
	Chief product officer

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)
American depositary shares(1)	66,774	D

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
Right to acquire shares(2)	(3)	(3)	Class A ordinary shares	18,219,330	(2)	D

Explanation of Responses:

1. Each American depositary share represents three class A ordinary shares.

2. The reported securities represent shares to be received in connection with the merger transaction involving Shenzhen Yiqi Culture Co., Ltd. ("Letsvan merger deal"). A total of 18,219,330 Class A ordinary shares will be issued to the reporting person or his designated entity (referred to as the "Reporting Person") upon the conditions of the Letsvan merger deal.

3. As described in footnote (2),the above mentioned shares are subject to the following restrictions, and the closing has not yet occurred as certain conditions remain unsatisfied. First Tranche: Within ten (10)business days after the closing date, 10,931,598 shares (60% of the aggregate) will be issued to the Reporting Person, subject to a one-year lock-up period. Second Tranche: Within ten (10)business days after the closing date, 3,643,866 shares (20% of the aggregate) will be issued to the Reporting Person, subject to a continued employment requirement and a four-year lock-up period, with one-fourth (1/4) of the shares vesting annually. Final Tranche: Within ten (10) business days following full vesting of the Second Tranche shares, the remaining 3,643,866 shares (the final 20% of the aggregate) will be issued to the Reporting Person, subject to a four-year lock-up period, with one-fourth (1/4) vesting annually.

	HUIYU ZHAN	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 Zhan Huiyu’s Form 3 filing with Here Group Ltd (HERE) show?

The Form 3 shows an initial beneficial ownership position for director and chief product officer Zhan Huiyu tied to the Letsvan merger deal. He is entitled to receive 18,219,330 Class A ordinary shares once closing conditions are satisfied and the merger closing occurs.

How many Here Group Ltd shares is Zhan Huiyu entitled to from the Letsvan merger?

The filing states that a total of 18,219,330 Class A ordinary shares will be issued to Zhan Huiyu or his designated entity when the Letsvan merger conditions are met. These shares are split into three tranches with different lock-up and vesting terms.

How are the 18,219,330 Here Group Ltd shares from the Letsvan merger structured?

The shares are divided into three tranches: 10,931,598 shares as a first tranche, 3,643,866 shares as a second tranche, and 3,643,866 shares as a final tranche. The second and final tranches include continued employment requirements, four-year lock-ups, and annual vesting.

Has the Letsvan merger closing for Here Group Ltd already occurred?

No. The filing explains that the closing has not yet occurred because certain conditions remain unsatisfied. The 18,219,330 Class A ordinary shares will be issued to the reporting person only after those conditions are met and the merger closing takes place.

What lock-up and vesting terms apply to Zhan Huiyu’s Here Group Ltd shares?

The first tranche of 10,931,598 shares is subject to a one-year lock-up. The second and final 3,643,866-share tranches each have a four-year lock-up, with one-fourth of the shares vesting annually and the second tranche also requiring continued employment.

What is the relationship between Here Group Ltd ADS and Class A ordinary shares?

The footnotes state that each American depositary share (ADS) represents three Class A ordinary shares. The filing also reports a position in ADS alongside the right to acquire Class A ordinary shares from the Letsvan merger deal.