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  4. [Form 3] ZKH Group Ltd Initial Statement of Beneficial Ownership

Director at ZKH Group (NYSE: ZKH) discloses 1.9M-share option awards

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

Rhea-AI Filing Summary

ZKH Group Ltd director Xu He has filed an initial ownership report showing holdings of share options over the company’s ordinary shares. The filing lists two option awards that together cover a substantial number of underlying shares.

One option relates to 441,774 ordinary shares, expiring on January 17, 2034. Another covers 1,458,345 ordinary shares, expiring on January 17, 2036. Footnotes state the exercise price is $0.0000001 per share and that each grant vests in two equal installments on December 15, 2024 and December 15, 2025, and on December 15, 2026 and December 15, 2027, respectively.

Positive

  • None.

Negative

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Insider Xu He
Role Director
Type Security Shares Price Value
holding Share Option (right to buy) -- -- --
holding Share Option (right to buy) -- -- --
Holdings After Transaction: Share Option (right to buy) — 441,774 shares (Direct)
Footnotes (1)
  1. 50% of the shares subject to the option vest on December 15, 2024, and the remaining 50% of the shares subject to the option vest on December 15, 2025. The exercise price is $0.0000001. 50% of the shares subject to the option vest on December 15, 2026, and the remaining 50% of the shares subject to the option vest on December 15, 2027.
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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*
Xu He
(Last)(First)(Middle)
C/O ZKH GROUP LTD, 7F, TOWER T4
LIHPAO PLAZA, 36 SHENBIN ROAD
(Street)
MINHANG DISTRICT, SHANGHAICHINA200000
(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)
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) (1)01/17/2034Ordinary Shares441,774$0(2)D
Share Option (right to buy) (3)01/17/2036Ordinary Shares1,458,345$0(2)D
Explanation of Responses:
1. 50% of the shares subject to the option vest on December 15, 2024, and the remaining 50% of the shares subject to the option vest on December 15, 2025.
2. The exercise price is $0.0000001.
3. 50% of the shares subject to the option vest on December 15, 2026, and the remaining 50% of the shares subject to the option vest on December 15, 2027.
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)

Source: View Original Filing on SEC EDGAR

FAQ

What does ZKH (ZKH) director Xu He report in this Form 3?

Xu He reports holding two share option awards over ZKH Group’s ordinary shares. The options cover 441,774 and 1,458,345 underlying shares, giving him significant potential equity exposure once vesting and exercise conditions are met.

How many ZKH Group ordinary shares are covered by Xu He’s options?

The Form 3 shows options over a total of 1,900,119 underlying ordinary shares. This comes from one award for 441,774 shares and a second award for 1,458,345 shares, both reported as directly owned derivative securities.

What are the exercise terms of Xu He’s ZKH share options?

Footnotes state the exercise price is $0.0000001 per share. This nominal strike price means that once the options vest and are exercisable, acquiring the underlying ordinary shares requires minimal cash outlay from the holder.

When do Xu He’s ZKH share options vest according to the filing?

The filing explains that each option grant vests 50% on one date and 50% on the next year’s date. The installments fall on December 15, 2024 and 2025 for one grant, and December 15, 2026 and 2027 for the other grant.

When do Xu He’s ZKH share options expire?

The Form 3 lists two expiration dates for the options. The smaller grant over 441,774 underlying shares expires on January 17, 2034, while the larger 1,458,345-share grant expires on January 17, 2036, if not exercised earlier.

Are Xu He’s reported ZKH options held directly or indirectly?

The data indicate these share options are held as direct ownership. The ownership code is “D,” and no footnote suggests they are held through a separate trust, partnership, or other indirect entity structure.