ZTO (NYSE: ZTO) holder plans Rule 144 sale of 300,000 ADRs and discloses recent trades

Rhea-AI Filing Summary

ZTO ES HOLDING LIMITED has filed a Form 144 indicating an intention to sell up to 300,000 American Depositary Receipts (ADRs) of the issuer through Goldman Sachs & Co. LLC on the NYSE. The ADRs to be sold have an aggregate market value of 6,261,000 based on the figures shown, compared with 598,368,490 ADRs reported as outstanding. The underlying Class A ordinary shares were originally acquired from the issuer by purchase for cash on 06/28/2016.

Over the past three months, the same seller reported additional ADR sales, including 80,397 ADRs on 09/23/2025 for gross proceeds of 1,493,165.24 and 40,473 ADRs on 11/24/2025 for gross proceeds of 789,381.34. By signing, the seller represents that they are not aware of any undisclosed material adverse information about the issuer’s operations.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADR	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	300000	6261000	598368490	12/10/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Ordinary Shares	06/28/2016	Purchase	Issuer			300000	06/28/2016	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
ZTO ES HOLDING LIMITED Building One, No. 1685 Huazhi Road Qingpu District Shanghai F4 201708	ADR	09/23/2025	80397	1493165.24
ZTO ES HOLDING LIMITED Building One, No. 1685 Huazhi Road Qingpu District Shanghai F4 201708	ADR	11/24/2025	40473	789381.34

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many ZTO (ZTO) ADRs are planned for sale under this Form 144?

The notice states that up to 300,000 ADRs of the issuer are planned to be sold through Goldman Sachs & Co. LLC on the NYSE.

What is the aggregate market value of the ZTO ADRs to be sold?

The Form 144 lists an aggregate market value of 6,261,000 for the 300,000 ADRs covered by the planned sale.

How many ZTO ADRs are reported as outstanding in this notice?

The table reports 598,368,490 ADRs as the number of shares or other units outstanding for the issuer.

What prior ZTO ADR sales has the seller reported in the last three months?

The seller, ZTO ES HOLDING LIMITED, reports selling 80,397 ADRs on 09/23/2025 for gross proceeds of 1,493,165.24 and 40,473 ADRs on 11/24/2025 for gross proceeds of 789,381.34.

When and how were the ZTO Class A ordinary shares underlying the ADRs acquired?

The underlying Class A Ordinary Shares were acquired on 06/28/2016 in a purchase transaction from the issuer, with the table indicating the consideration was paid in cash.

What representation does the seller make about material information in this ZTO Form 144?

The seller represents that they do not know any material adverse information about the issuer’s current or prospective operations that has not been publicly disclosed.