XPeng (NYSE: XPEV) CEO outlines RSU grant and share holdings

Rhea-AI Filing Summary

XPENG INC. Chairman & CEO He Xiaopeng filed an initial statement of beneficial ownership, detailing his equity interests in the company.

He holds 28,506,786 Restricted Share Units that can settle into the same number of Class A ordinary shares at nil purchase price, subject to performance and service conditions. The RSUs vest in three equal tranches if the 30‑day average closing price of the ordinary shares first reaches or exceeds HK$250, HK$500 and HK$750, respectively, before March 18, 2035, with continued employment required; any unvested RSUs lapse after that date.

The filing also lists direct holdings of Class A ordinary shares, indirect Class A and Class B ordinary share positions through Galaxy Dynasty Limited, Simplicity Holding Limited and Respect Holding Limited, and American Depositary Shares held through Simplicity Holding Limited and Galaxy Dynasty Limited. Each American Depositary Share represents two Class A ordinary shares.

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^*

He Xiaopeng

(Last) (First) (Middle)

NO.10, CENCUN FENGZHUANG AVENUE,

TIANHE DISTRICT

(Street)

GUANGZHOU 510640

(City) (State) (Zip)

UNITED STATES

(Country)

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

3. Issuer Name and Ticker or Trading Symbol
XPENG INC. [ XPEV ]

3a. Foreign Trading Symbol
[9868.HK]

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

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

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

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)
Class A ordinary shares	1,000,000	D
Class A ordinary shares	3,100,000	I	By Galaxy Dynasty Limited
Class B ordinary shares	327,708,257	I	By Simplicity Holding Limited
Class B ordinary shares	21,000,000	I	By Respect Holding Limited
American Depositary Shares(1)	2,200,000	I	By Simplicity Holding Limited
American Depositary Shares(1)	1,419,922	I	By Galaxy Dynasty Limited

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
Restricted Share Units	(2)	(2)	Class A ordinary shares	28,506,786	$0	D

Explanation of Responses:

1. Each American Depositary Share represents two (2) Class A ordinary shares.

2. The reporting person was granted an aggregate of 28,506,786 Restricted Share Units (RSUs) under the 2025 Share Incentive Scheme on March 19, 2025. Upon vesting of the applicable RSUs, the grantee shall be entitled to receive the same amount of Class A ordinary shares of the Company with nil purchase price. Following a 12-month vesting period, the RSUs will vest in three equal tranches when the arithmetic average closing price of XPeng Inc.'s ordinary shares for any 30 consecutive business days first reaches or exceeds HK$250, HK$500 and HK$750, respectively, in each case subject to continued employment through such date. To the extent any of the targets is not met by March 18, 2035, the unvested RSUs shall lapse.

	/s/ He Xiaopeng	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 did XPeng (XPEV) CEO He Xiaopeng report in this Form 3?

He Xiaopeng reported his initial beneficial ownership in XPeng Inc., including Restricted Share Units, Class A and Class B ordinary shares, and American Depositary Shares held directly and through related entities, giving a detailed snapshot of his equity interests in the company.

How many RSUs does XPeng (XPEV) CEO He Xiaopeng hold and when were they granted?

He was granted 28,506,786 Restricted Share Units under the 2025 Share Incentive Scheme on March 19, 2025. Each RSU entitles him, upon vesting, to receive one Class A ordinary share of XPeng Inc. for no purchase price, subject to conditions.

What are the vesting conditions for He Xiaopeng’s XPeng (XPEV) RSUs?

The RSUs vest after a 12‑month period in three equal tranches when the 30‑day average closing price of XPeng’s ordinary shares first reaches or exceeds HK$250, HK$500 and HK$750, respectively, provided he remains employed. Unmet tranches lapse after March 18, 2035.

How are XPeng (XPEV) American Depositary Shares related to Class A ordinary shares?

Each American Depositary Share of XPeng Inc. represents two Class A ordinary shares. The filing notes ADS positions held indirectly through Simplicity Holding Limited and Galaxy Dynasty Limited, providing transparency on how these depositary receipts map to the underlying ordinary shares.

What indirect holdings does He Xiaopeng report in XPeng (XPEV) shares?

He reports indirect holdings of Class A and Class B ordinary shares, and American Depositary Shares, through entities including Galaxy Dynasty Limited, Simplicity Holding Limited and Respect Holding Limited. These entries show equity interests attributed through affiliated entities rather than solely in his personal name.

When will unvested XPeng (XPEV) RSUs held by He Xiaopeng lapse?

Any RSUs linked to price targets not met by March 18, 2035 will lapse. Only tranches tied to HK$250, HK$500 and HK$750 30‑day average closing price thresholds that are achieved before that date, with continued employment, will vest into Class A ordinary shares.