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Eric Long Chen details large ZKH Group (NYSE: ZKH) equity stake

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

Rhea-AI Filing Summary

ZKH Group Ltd director Eric Long Chen reported his existing equity interests in the company. He holds share options over 35,000,000 ordinary shares at a nominal exercise price of $0.0000001 per share, vesting over multiple years and expiring on November 30, 2033.

Chen also holds restricted share units, each representing one ordinary share, that vest over a multi‑year schedule starting on January 18, 2026, subject to continued service and performance conditions. He directly owns 1,121,050 ordinary shares, and a large block of 890,677,378 Class B ordinary shares is held of record by Phoenix ZKH Limited, an entity associated with him, for which he may be deemed a beneficial owner but disclaims ownership beyond his economic interest.

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Insider Chen Eric Long
Role Director
Type Security Shares Price Value
holding Share Option (right to buy) -- -- --
holding Restricted Share Units -- -- --
holding Ordinary Shares -- -- --
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Share Option (right to buy) — 35,000,000 shares (Direct); Restricted Share Units — 1,345,050 shares (Direct); Ordinary Shares — 1,121,050 shares (Direct); Class B Ordinary Shares — 890,677,378 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. 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 Phoenix ZKH Limited. Phoenix ZKH Limited is owned as to 1% by Loong ZKH Limited (a company wholly owned by the Reporting Person) and 99% by Loong Chen I Limited (a company wholly owned by Loong Chen Trust, a trust established 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 Phoenix ZKH 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 The exercise prices is $0.0000001. 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*
Chen Eric Long

(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 Shares1,121,050(1)D
Class B Ordinary Shares890,677,378ISee 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 Shares35,000,000$0(4)D
Restricted Share Units (5) (5)Ordinary Shares1,345,050$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. 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 Phoenix ZKH Limited. Phoenix ZKH Limited is owned as to 1% by Loong ZKH Limited (a company wholly owned by the Reporting Person) and 99% by Loong Chen I Limited (a company wholly owned by Loong Chen Trust, a trust established 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 Phoenix ZKH 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. The exercise prices is $0.0000001.
5. 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 the Form 3 filing by ZKH (ZKH) director Eric Long Chen show?

The Form 3 filing shows Eric Long Chen’s existing equity interests in ZKH Group Ltd, including options, restricted share units, direct ordinary share holdings, and a large indirect Class B ordinary share position held through Phoenix ZKH Limited.

How many ZKH ordinary shares are covered by Eric Long Chen’s share options?

Eric Long Chen holds share options over 35,000,000 ZKH ordinary shares. These options have an exercise price of $0.0000001 per share, vest over several years from July 1, 2023, and expire on November 30, 2033, subject to the stated vesting conditions.

What restricted share units does Eric Long Chen report in ZKH (ZKH)?

He reports restricted share units, each representing a contingent right to receive one ZKH ordinary share. These RSUs begin vesting from January 18, 2026 over multiple years, with vesting tied to his continued service and specified performance results, as detailed in the footnotes.

How many ZKH ordinary shares does Eric Long Chen hold directly?

Eric Long Chen directly holds 1,121,050 ZKH ordinary shares. This position is separate from his derivative awards such as share options and restricted share units, and from the large Class B ordinary share holdings attributed to Phoenix ZKH Limited in the filing.

What is Phoenix ZKH Limited’s role in Eric Long Chen’s ZKH holdings?

Phoenix ZKH Limited holds 890,677,378 Class B ordinary shares of ZKH of record. It is owned through entities and a trust associated with Eric Long Chen. He may be deemed to have voting and dispositive power but disclaims beneficial ownership beyond his pecuniary interest.

Are there any buy or sell transactions in this ZKH (ZKH) Form 3?

The Form 3 does not report new buy or sell transactions. Instead, it lists Eric Long Chen’s existing holdings and derivative awards as he becomes a reporting person, including options, restricted share units, direct ordinary shares, and indirect Class B ordinary shares.
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