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

Rhea-AI Filing Summary

ZKH Group Ltd director Liu Yang David filed an initial ownership report showing existing equity interests in the company. He holds options over 4,000,000 and 700,000 ordinary shares at an exercise price of $0.2609 per share, plus 1,207,500 ordinary shares directly.

He also holds restricted share units tied to ordinary shares, including 682,500 RSUs vesting over four years from January 18, 2025 and 525,000 RSUs vesting over four years from January 18, 2026, along with additional RSUs that vest over multi-year and performance-based schedules. This Form 3 records holdings but does not show new market transactions.

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 Yang David

(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)

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

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	1,207,500(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
Share Option (right to buy)	(2)	06/30/2033	Ordinary Shares	4,000,000	$0.2609	D
Share Option (right to buy)	(3)	11/30/2033	Ordinary Shares	700,000	$0.2609	D
Restricted Share Units	(4)	(4)	Ordinary Shares	819,000	$0	D
Restricted Share Units	(5)	(5)	Ordinary Shares	1,312,500	$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. 682,500 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. The shares subject to the option vest over 4 years from the grant of 7/1/2023 as follows: 50% vests after 2 years, and 25% vests annually thereafter.

3. The shares subject to the option vest over 4 years starting from July 1, 2023, with 25% vesting annually.

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

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-Fact	03/27/2026
	** 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 insider position did Liu Yang David report in ZKH (ZKH) on this Form 3?

Liu Yang David reported his status as a director of ZKH Group Ltd, with existing holdings in ordinary shares, share options, and restricted share units. This Form 3 establishes his baseline ownership as he becomes an insider, rather than detailing new purchases or sales.

How many ZKH Group Ltd ordinary share options does Liu Yang David hold?

He holds share options linked to 4,000,000 and 700,000 ordinary shares, each with an exercise price of $0.2609 per share. These options expire on June 30, 2033 and November 30, 2033, subject to multi-year vesting schedules described in the filing footnotes.

What restricted share units (RSUs) in ZKH (ZKH) does Liu Yang David report?

He reports RSUs tied to ordinary shares, including 682,500 RSUs vesting over four years from January 18, 2025 and 525,000 RSUs vesting over four years from January 18, 2026. Additional RSUs vest after three years from those grant dates, subject to performance conditions.

Does this ZKH Form 3 show Liu Yang David buying or selling shares?

No, this Form 3 lists holding entries only and shows no buy or sell transactions. It discloses existing ordinary shares, options, and RSUs as of the reporting date, establishing his starting ownership position rather than recording market trades or option exercises.

How many ZKH Group Ltd ordinary shares does Liu Yang David directly own?

He directly owns 1,207,500 ordinary shares of ZKH Group Ltd after the reported entries. This direct share position is in addition to his options and RSUs, which, if vested and exercised or settled, could further increase his economic exposure to the company’s equity.

What are the key vesting terms for Liu Yang David’s ZKH equity awards?

The filing notes options vesting over four years from July 1, 2023, with 50% after two years and 25% annually thereafter, and another grant vesting 25% annually over four years. RSUs vest over four years from January 18, 2025 and 2026, plus three-year performance-based RSUs.