ZKH Group (NYSE: ZKH) VP discloses 2M shares and major RSU grants

Rhea-AI Filing Summary

ZKH Group Ltd vice president Liu Shuang Ariel filed an initial ownership report showing direct holdings of 2,000,250 Ordinary Shares and restricted share units (RSUs) covering 1,200,150 and 800,100 underlying Ordinary Shares.

The RSUs have multi‑year vesting schedules beginning on January 18, 2025. One grant vests over four years with 50% after two years and the remainder in annual installments, while other grants vest after three years, subject to performance results and continued service.

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^*

Liu Shuang Ariel

(Last) (First) (Middle)

C/O ZKH GROUP LTD, 7F, TOWER T4

LIHPAO PLAZA, 36 SHENBIN ROAD

(Street)

MINHANG DISTRICT, SHANGHAI 200000

(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)

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

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)
Ordinary Shares	2,000,250(1)	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
Restricted Share Units	(2)	(2)	Ordinary Shares	1,200,150	$0	D
Restricted Share Units	(3)	(3)	Ordinary Shares	800,100	$0	D

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. RSUs vests over 4 years starting on January 18, 2025, with 50% of the RSUs vesting after 2 years, and 25% of the RSUs vesting annually in equal installments thereafter, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

2. RSUs vest after 3 years from the grant date of January 18, 2025, subject to performance results.

3. 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-Fact	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 ZKH (ZKH) disclose in this Form 3 filing?

ZKH reported vice president Liu Shuang Ariel’s initial equity holdings, including Ordinary Shares and restricted share units. The filing details the number of shares tied to these awards and how they vest over time, outlining both time-based and performance-based vesting conditions.

How many ZKH Ordinary Shares does Liu Shuang Ariel hold?

The filing shows Liu Shuang Ariel directly holds 2,000,250 Ordinary Shares of ZKH Group Ltd. These are reported as direct ownership, separate from additional equity exposure through restricted share units that can convert into further Ordinary Shares upon vesting and settlement.

What restricted share units does Liu Shuang Ariel hold in ZKH (ZKH)?

Liu Shuang Ariel holds RSUs that can settle into 1,200,150 and 800,100 ZKH Ordinary Shares. Each RSU represents a contingent right to receive one Ordinary Share, subject to meeting vesting schedules and, for certain grants, specified performance conditions over defined periods.

How do Liu Shuang Ariel’s RSUs at ZKH vest over time?

One ZKH RSU grant vests over four years starting January 18, 2025, with 50% vesting after two years and 25% annually thereafter. Other RSU grants vest after three years from their grant dates, contingent on reaching performance targets and continued employment.

Are ZKH (ZKH) RSUs immediately delivered as shares to Liu Shuang Ariel?

No. Each RSU represents a contingent right to receive one ZKH Ordinary Share upon settlement. Delivery depends on completion of the specified vesting schedule and, for certain awards, achievement of performance results and continued service to the company at each vesting date.

Does this ZKH Form 3 show any recent share purchases or sales?

The Form 3 is an initial ownership report and only lists Liu Shuang Ariel’s holdings. It does not report any buy or sell transactions, instead focusing on the quantities of directly held Ordinary Shares and outstanding RSUs with their associated vesting conditions.