Up to 1M Trip.com (TCOM) ADS tied to prepaid forward contract

Rhea-AI Filing Summary

Trip.com Group Ltd director-related entity enters prepaid variable forward on ADSs. Smart Charm Limited, a British Virgin Islands company wholly owned and controlled by Liang Jianzhang’s spouse, entered into a prepaid variable forward contract on September 3, 2025 with an unaffiliated buyer.

The contract obligates Smart Charm Limited to deliver to the buyer up to an aggregate of 1,000,000 American depositary shares (ADSs), or at its election an equivalent amount of cash based on the ADS market price, on three settlement dates in September 2028. Smart Charm Limited pledged 1,000,000 ADSs to secure this obligation, retaining voting rights but owing the buyer certain dividend economics during the pledge.

Settlement amounts depend on the ADS volume‑weighted average price relative to specified floor and cap levels, using stated formulas. The filing classifies this as an “other” derivative restructuring transaction, not an open‑market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Liang Jianzhang

Role null

Type	Security	Shares	Price	Value
Other	Forward Sale Contract (obligation to sell)	1,000,000	$0.00	--

Holdings After Transaction: Forward Sale Contract (obligation to sell) — 1,000,000 shares (Indirect, By Smart Charm Limited)

Footnotes (1)

1. On September 3, 2025, Smart Charm Limited entered into a prepaid variable forward contract with an unaffiliated third-party buyer. The contract obligates Smart Charm Limited to deliver to the buyer up to an aggregate of 1,000,000 American depositary shares, or ADSs, each representing one ordinary share of Trip.com Group Limited (or, at Smart Charm Limited's election, an equivalent amount of cash based on the market price of the ADSs) on three settlement dates, including up to 333,334 ADSs on September 5, 2028, up to 333,333 ADSs on September 6, 2028, and up to 333,333 ADSs on September 7, 2028, respectively (the "Base Amount"). In exchange for assuming this obligation, Smart Charm Limited received a cash payment. Smart Charm Limited pledged 1,000,000 ADSs to secure its obligation under the contract, and retains voting rights in the pledged ADSs during the term of the pledge, (Continued from footnote 1) but is obligated to pay to the buyer the economic benefits of certain dividends during the term of the pledge. The number of ADSs to be delivered by Smart Charm Limited to the buyer on the settlement dates is to be generally determined as follows: (a) if the volume-weighted average price of the ADSs on the relevant valuation date (the "Settlement Price") is less than a specific cap price ("Cap Level") but greater than a specific floor price ("Floor Level"), Smart Charm Limited will deliver a number of ADSs equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (b) if the Settlement Price is equal or greater than the Cap Level on a settlement date, Smart Charm Limited will deliver a number of ADSs equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (b) the excess, if any, of the Settlement Price over the Cap Level, (Continued from footnote 2) and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on a settlement date, Smart Charm Limited will deliver a number of ADSs equal to the Base Amount. Each American depositary share represent one ordinary share of Trip.com Group Limited. Smart Charm Limited is a British Virgin Islands company wholly owned and controlled by the Reporting Person's spouse.

Key Figures

ADS Base Amount: 1,000,000 ADSs Settlement date 1 amount: Up to 333,334 ADSs Settlement date 2 amount: Up to 333,333 ADSs +3 more

6 metrics

ADS Base Amount 1,000,000 ADSs Aggregate ADSs referenced in prepaid variable forward contract

Settlement date 1 amount Up to 333,334 ADSs Potential delivery on September 5, 2028

Settlement date 2 amount Up to 333,333 ADSs Potential delivery on September 6, 2028

Settlement date 3 amount Up to 333,333 ADSs Potential delivery on September 7, 2028

Pledged ADSs 1,000,000 ADSs ADSs pledged by Smart Charm Limited to secure the contract

Transaction shares classified as restructuring 1,000,000 units RestructuringShares in transaction summary for derivative contract

Key Terms

prepaid variable forward contract, Base Amount, Cap Level, Floor Level, +1 more

5 terms

prepaid variable forward contract financial

"entered into a prepaid variable forward contract with an unaffiliated"

Base Amount financial

"respectively (the "Base Amount"). In exchange for assuming this"

Cap Level financial

"less than a specific cap price ("Cap Level") but greater than a"

Floor Level financial

"greater than a specific floor price ("Floor Level"), Smart Charm"

American depositary share financial

"Each American depositary share represent one ordinary share"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Liang Jianzhang

(Last) (First) (Middle)

C/O TRIP.COM GROUP LIMITED,

30 RAFFLES PLACE, #29-01

(Street)

SINGAPORE SINGAPORE 048622

(City) (State) (Zip)

SINGAPORE

(Country)

2. Issuer Name and Ticker or Trading Symbol
Trip.com Group Ltd [ TCOM ]

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Sale Contract (obligation to sell)	(1)(2)(3)	09/03/2025		J(1)(2)(3)		1,000,000		(1)(2)(3)	(1)(2)(3)	American depositary share(4)	1,000,000	(1)(2)(3)	1,000,000	I	By Smart Charm Limited(5)

Explanation of Responses:

1. On September 3, 2025, Smart Charm Limited entered into a prepaid variable forward contract with an unaffiliated third-party buyer. The contract obligates Smart Charm Limited to deliver to the buyer up to an aggregate of 1,000,000 American depositary shares, or ADSs, each representing one ordinary share of Trip.com Group Limited (or, at Smart Charm Limited's election, an equivalent amount of cash based on the market price of the ADSs) on three settlement dates, including up to 333,334 ADSs on September 5, 2028, up to 333,333 ADSs on September 6, 2028, and up to 333,333 ADSs on September 7, 2028, respectively (the "Base Amount"). In exchange for assuming this obligation, Smart Charm Limited received a cash payment. Smart Charm Limited pledged 1,000,000 ADSs to secure its obligation under the contract, and retains voting rights in the pledged ADSs during the term of the pledge,

2. (Continued from footnote 1) but is obligated to pay to the buyer the economic benefits of certain dividends during the term of the pledge. The number of ADSs to be delivered by Smart Charm Limited to the buyer on the settlement dates is to be generally determined as follows: (a) if the volume-weighted average price of the ADSs on the relevant valuation date (the "Settlement Price") is less than a specific cap price ("Cap Level") but greater than a specific floor price ("Floor Level"), Smart Charm Limited will deliver a number of ADSs equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (b) if the Settlement Price is equal or greater than the Cap Level on a settlement date, Smart Charm Limited will deliver a number of ADSs equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (b) the excess, if any, of the Settlement Price over the Cap Level,

3. (Continued from footnote 2) and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on a settlement date, Smart Charm Limited will deliver a number of ADSs equal to the Base Amount.

4. Each American depositary share represent one ordinary share of Trip.com Group Limited.

5. Smart Charm Limited is a British Virgin Islands company wholly owned and controlled by the Reporting Person's spouse.

	/s/ Liang Jianzhang	04/28/2026
	** 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 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)

FAQ

What insider transaction did Trip.com (TCOM) disclose for Liang Jianzhang?

Trip.com disclosed that Smart Charm Limited, associated with director Liang Jianzhang, entered a prepaid variable forward contract on up to 1,000,000 Trip.com ADSs. Smart Charm Limited pledged these ADSs, retaining voting rights while committing future delivery or cash based on defined price formulas and 2028 settlement dates.

How many Trip.com (TCOM) ADS are subject to the prepaid variable forward?

The contract covers up to an aggregate of 1,000,000 Trip.com American depositary shares. Smart Charm Limited pledged 1,000,000 ADSs as collateral and may be required to deliver up to that Base Amount or an equivalent cash value, depending on future settlement prices versus specified floor and cap levels.

When will the Trip.com (TCOM) prepaid variable forward contract settle?

The contract settles on three dates in September 2028. Smart Charm Limited may deliver up to 333,334 ADSs on September 5, 333,333 ADSs on September 6, and 333,333 ADSs on September 7, with actual delivered quantities determined by formulas tied to future ADS prices.

Who is Smart Charm Limited in relation to Trip.com (TCOM) director Liang Jianzhang?

Smart Charm Limited is described as a British Virgin Islands company wholly owned and controlled by Liang Jianzhang’s spouse. The Form 4 shows the derivative transaction as indirectly held “By Smart Charm Limited,” linking the forward contract and pledged ADSs to this related entity rather than directly to Liang personally.

Does the Trip.com (TCOM) Form 4 show an open-market buy or sell of ADSs?

No, the Form 4 describes an “other” derivative transaction, specifically a prepaid variable forward contract. It reports Smart Charm Limited pledging 1,000,000 ADSs and assuming an obligation to deliver shares or cash later, rather than executing an immediate open‑market purchase or sale of Trip.com ADSs.