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ZKH Group (NYSE: ZKH) director details options, RSUs and Class B shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

ZKH Group Ltd director Yang Changxiang has filed an initial ownership report detailing existing equity awards and share holdings. The filing lists share options over 700,000 ordinary shares at an exercise price of $0.2609 expiring on November 30, 2033, and additional options over 2,542,735 ordinary shares with a near-zero exercise price expiring on May 30, 2030. It also shows restricted share units covering 693,000 and 1,312,500 ordinary shares, which vest over multi‑year schedules tied to continued service and performance. Yang directly holds 1,102,500 ordinary shares and has indirect ownership of 4,158,540 Class B ordinary shares held through Roger Yang Limited, an entity he ultimately owns.

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Insider Yang Changxiang
Role Director
Type Security Shares Price Value
holding Share Option (right to buy) -- -- --
holding Share Option (right to buy) -- -- --
holding Restricted Share Units -- -- --
holding Restricted Share Units -- -- --
holding Ordinary Shares -- -- --
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Share Option (right to buy) — 700,000 shares (Direct); Restricted Share Units — 693,000 shares (Direct); Ordinary Shares — 1,102,500 shares (Direct); Class B Ordinary Shares — 4,158,540 shares (Indirect, See footnote)
Footnotes (1)
  1. Represents restricted share units (the "RSUs"). Each RSU represents a contingent right to receive one ordinary share of the Issuer upon settlement. 577,500 of the RSUs vests over 4 years starting on January 18, 2025, with 25% vesting annually, and 525,000 RSUs vests over 4 years starting on January 18, 2026, with 25% vesting annually, subject to the Reporting Person's continued service to the Issuer on each such vesting date. These securities are held of record by Roger Yang Limited. Roger Yang Limited is wholly owned by Roger Yang II Limited, which is in turn wholly owned by the Reporting Person. The Reporting Person may be deemed to have voting and dispositive power over, and be the beneficial owner of, the securities held by Roger Yang Limited. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The shares subject to the option vest over 4 years starting from July 1, 2023, with 25% vesting annually 100% of the shares subject to the option have vested on December 31, 2021. The exercise prices is $0.0000001. RSUs vest after 3 years from the grant date of January 18, 2025, subject to performance results RSUs vest after 3 years from the grant date of January 18, 2026, subject to performance results
SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Yang Changxiang

(Last)(First)(Middle)
C/O ZKH GROUP LTD, 7F, TOWER T4
LIHPAO PLAZA, 36 SHENBIN ROAD

(Street)
MINHANG DISTRICT, SHANGHAI200000

(City)(State)(Zip)

CHINA

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2026
3. Issuer Name and Ticker or Trading Symbol
ZKH Group Ltd [ ZKH ]
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
Ordinary Shares1,102,500(1)D
Class B Ordinary Shares4,158,540ISee footnote(2)
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 ExercisableExpiration DateTitleAmount or Number of Shares
Share Option (right to buy) (3)11/30/2033Ordinary Shares700,000$0.2609D
Share Option (right to buy) (4)05/30/2030Ordinary Shares2,542,735$0(5)D
Restricted Share Units (6) (6)Ordinary Shares693,000$0D
Restricted Share Units (7) (7)Ordinary Shares1,312,500$0D
Explanation of Responses:
1. Represents restricted share units (the "RSUs"). Each RSU represents a contingent right to receive one ordinary share of the Issuer upon settlement. 577,500 of the RSUs vests over 4 years starting on January 18, 2025, with 25% vesting annually, and 525,000 RSUs vests over 4 years starting on January 18, 2026, with 25% vesting annually, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
2. These securities are held of record by Roger Yang Limited. Roger Yang Limited is wholly owned by Roger Yang II Limited, which is in turn wholly owned by the Reporting Person. The Reporting Person may be deemed to have voting and dispositive power over, and be the beneficial owner of, the securities held by Roger Yang Limited. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. The shares subject to the option vest over 4 years starting from July 1, 2023, with 25% vesting annually
4. 100% of the shares subject to the option have vested on December 31, 2021.
5. The exercise prices is $0.0000001.
6. RSUs vest after 3 years from the grant date of January 18, 2025, subject to performance results
7. RSUs vest after 3 years from the grant date of January 18, 2026, subject to performance results
Remarks:
Exhibit 24 - Power of Attorney
/s/ Jin Li, Attorney-in-Fact03/27/2026
** Signature of Reporting PersonDate
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 Yang Changxiang’s Form 3 filing for ZKH indicate?

The Form 3 shows Yang Changxiang’s existing ownership in ZKH, including options, restricted share units, ordinary shares, and Class B ordinary shares. It is an initial disclosure of holdings, not a record of new share purchases or sales.

How many share options does Yang Changxiang hold in ZKH Group Ltd?

Yang holds share options over 700,000 ordinary shares at an exercise price of $0.2609 expiring November 30, 2033, and additional options over 2,542,735 ordinary shares with a near‑zero exercise price expiring May 30, 2030.

What restricted share units (RSUs) are reported for ZKH director Yang Changxiang?

Yang reports RSUs over 693,000 and 1,312,500 ordinary shares. These RSUs vest over multi‑year periods starting January 18, 2025 and January 18, 2026, subject to continued service and, for some grants, specified performance results.

How many ZKH ordinary shares does Yang Changxiang hold directly and indirectly?

Yang directly holds 1,102,500 ordinary shares. Indirectly, he may be deemed beneficial owner of 4,158,540 Class B ordinary shares held by Roger Yang Limited, an entity ultimately owned by him, subject to his pecuniary interest disclaimer.

What do the footnotes about Roger Yang Limited mean for ZKH share ownership?

The footnotes explain that Roger Yang Limited holds 4,158,540 Class B ordinary shares. It is wholly owned by Roger Yang II Limited, which Yang owns, so he may be deemed to have voting and dispositive power, while disclaiming beneficial ownership beyond his pecuniary interest.

Do the ZKH Form 3 footnotes describe vesting terms for Yang Changxiang’s awards?

Yes. One option grant vests over four years starting July 1, 2023, another was fully vested by December 31, 2021, and RSUs vest over three to four years from grant dates in 2025 and 2026, some subject to performance results.
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