Zhihu (ZH) major holder reports 10% Class A stake for incentive plan

Rhea-AI Filing Summary

Zhihu Inc. received an updated beneficial ownership report from Plus Channel Limited and Kastle Limited, showing they now beneficially own 25,430,552 Class A ordinary shares, or 10.0% of the Class A shares. This stake consists of 24,563,052 Class A ordinary shares in the form of 8,187,684 ADSs and 867,500 Class A ordinary shares held by Plus Channel Limited. The ownership percentage is based on 254,416,106 Class A ordinary shares outstanding as of November 30, 2025. The reporting entities state that, since the prior amendment, they continued share repurchases on the New York Stock Exchange and the Stock Exchange of Hong Kong Limited using Zhihu’s working capital, and now hold these shares on trust under Zhihu’s 2022 share incentive plan.

Insights

Equity ownership and governance analyst

Zhihu’s share incentive trust now holds 10% of Class A shares.

Plus Channel Limited and its parent, Kastle Limited, report beneficial ownership of 25,430,552 Zhihu Class A ordinary shares, equal to 10.0% of that class as of a base of 254,416,106 shares. The position is held in a trust structure under Zhihu’s share incentive plan adopted in 2022, so these shares are tied to employee or incentive programs rather than a traditional outside investor stake.

The filing notes ongoing share repurchases on the New York Stock Exchange and the Stock Exchange of Hong Kong Limited since the prior amendment, funded by Zhihu’s working capital. A repurchase of 191,910 Class A shares in the form of 63,970 ADSs on December 19, 2025 brought the reported ownership to nearly 10.0%, triggering this update as a material change.

This structure concentrates voting and dispositive power for 25,430,552 shares in the reporting entities, while linking them to the company’s share incentive plan. Subsequent company disclosures can clarify how these plan-related shares are granted or allocated over time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Zhihu Inc.

(Name of Issuer)

Class A ordinary shares, par value US$0.000125 per share

(Title of Class of Securities)

98955N207

(CUSIP Number)

Tsang Suk Han
23/F, Li Po Chun Chambers, 189 Des Voeux Road Central
Hong Kong, K3, 00000
85227602518

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 98955N207

1

Name of reporting person

Plus Channel Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,430,552.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 25,430,552.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

25,430,552.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Shareholding includes (i) 24,563,052 Class A ordinary shares in the form of 8,187,684 ADSs and (ii) 867,500 Class A ordinary shares held by Plus Channel Limited. The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 254,416,106 issued and outstanding Class A ordinary shares of the issuer as of November 30, 2025.

SCHEDULE 13D

CUSIP No. 98955N207

1

Name of reporting person

Kastle Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,430,552.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 25,430,552.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

25,430,552.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Shareholding includes (i) 24,563,052 Class A ordinary shares in the form of 8,187,684 ADSs and (ii) 867,500 Class A ordinary shares held by Plus Channel Limited. The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 254,416,106 issued and outstanding Class A ordinary shares of the issuer as of November 30, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value US$0.000125 per share
(b)	Name of Issuer: Zhihu Inc.
(c)	Address of Issuer's Principal Executive Offices: 18 Xueqing Road, Haidian District, Beijing, CHINA , 100083.
Item 1 Comment: This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on March 20, 2025 (the "Original Schedule 13D"), as amended by Amendment No.1 to Schedule 13D filed on April 7, 2025, Amendment No. 2 to Schedule 13D filed on June 3, 2025, Amendment No. 3 to Schedule 13D filed on September 19, 2025 and Amendment No. 4 to Schedule 13D filed on November 21 (together, the "Statement") filed by Plus Channel Limited and Kastle Limited (each a "Reporting Person" and collectively the "Reporting Persons") with respect to Class A ordinary shares of Zhihu Inc. (the "Issuer"). Except as provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 5 have the meanings ascribed to them in the Statement.
Item 2.	Identity and Background
(d)	No
(e)	No
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended and supplemented by the following: Since the filing of the Amendment No. 4, the Reporting Persons continued to conduct share repurchases on the New York Stock Exchange and the Stock Exchange of Hong Kong Limited. The funds were provided by the Issuer from its working capital.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following: The information set forth in Item 3 is hereby incorporated by reference in its entirety. The Reporting Persons hold the Class A ordinary shares they beneficially owned on trust under the Issuer's share incentive plan adopted in 2022.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and supplemented by the following: The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment No. 2 are hereby incorporated by reference in this Item 5. The Reporting Persons in aggregate own 25,430,552 Class A ordinary shares of the Issuer, including (i) 24,563,052 Class A ordinary shares in the form of 8,187,684 ADSs and (ii) 867,500 Class A ordinary shares held by Plus Channel Limited. Plus Channel Limited is wholly-owned by Kastle Limited. The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 254,416,106 issued and outstanding Class A ordinary shares of the issuer as of November 30, 2025.
(b)	25,430,552; see the response to Item 5(a).
(c)	Plus Channel Limited had been repurchasing the issuer's shares during the past 60 days, with a repurchase of 191,910 Class A ordinary shares in the form of 63,970 ADSs on December 19, 2025 that made the shareholding of the Reporting Persons to increase to nearly 10.0%, constituting a material change.
(d)	Except as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A ordinary shares beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 3, 4 and 5 is hereby incorporated by reference in its entirety. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Plus Channel Limited

Signature:	/s/ TSANG SUK HAN
Name/Title:	TSANG SUK HAN, Director of Kastle Limited which is the director of Plus Channel Limited
Date:	12/24/2025

Kastle Limited

Signature:	/s/ TSANG SUK HAN
Name/Title:	TSANG SUK HAN, Director
Date:	12/24/2025

FAQ

How many Zhihu (ZH) shares do Plus Channel Limited and Kastle Limited now beneficially own?

Plus Channel Limited and Kastle Limited report beneficial ownership of 25,430,552 Class A ordinary shares of Zhihu Inc. This includes (i) 24,563,052 Class A shares in the form of 8,187,684 ADSs and (ii) 867,500 Class A ordinary shares held by Plus Channel Limited.

What percentage of Zhihu (ZH) Class A shares does this ownership stake represent?

The reporting persons state that their 25,430,552 Class A ordinary shares represent 10.0% of Zhihu’s outstanding Class A ordinary shares, calculated against 254,416,106 issued and outstanding Class A ordinary shares as of November 30, 2025.

How are the Zhihu (ZH) shares held by Plus Channel Limited and Kastle Limited being used?

The filing explains that the reporting persons hold the Class A ordinary shares on trust under Zhihu’s share incentive plan adopted in 2022. This indicates the shares are associated with the company’s share incentive arrangements rather than a typical external investment position.

How were the additional Zhihu (ZH) shares acquired by the reporting persons?

Since the prior amendment, the reporting persons continued to conduct share repurchases on the New York Stock Exchange and the Stock Exchange of Hong Kong Limited. The funds used for these repurchases were provided by Zhihu from its working capital.

What recent transaction caused the material change in Zhihu (ZH) ownership reported here?

The document notes that Plus Channel Limited repurchased 191,910 Class A ordinary shares in the form of 63,970 ADSs on December 19, 2025. This transaction increased the reporting persons’ shareholding to nearly 10.0%, which is described as a material change.

Who controls voting and disposal rights over the Zhihu (ZH) shares reported in this filing?

Each reporting person discloses sole voting power and sole dispositive power over 25,430,552 Class A ordinary shares, with no shared voting or dispositive power. Plus Channel Limited is wholly-owned by Kastle Limited.