Director Zheng Jie converted options into 307,850 units of Ordinary Shares, increasing direct ownership by 472% to 373,090 units (SEC Form 4)
$HTHT
Hotels/Resorts
Consumer Discretionary
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
H World Group Ltd [ HTHT ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 05/15/2026 | M | 307,850 | A | (1) | 373,090 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (2) | 05/14/2026 | A | 63,000 | (3) | (3) | Ordinary Shares | 63,000 | $0 | 307,850 | D | ||||
| Restricted Share Units | (2) | 05/15/2026 | M | 307,850 | (4)(5) | (4)(5) | Ordinary Shares | 307,850 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects restricted share units that vested and settled into ordinary shares. |
| 2. Each restricted share unit represents the right to receive one ordinary share. |
| 3. These performance-based restricted share units were granted on May 14, 2026 and were scheduled to vest in five installments, with 50% on the second anniversary of the vesting start date and 1/8 on the last day of each succeeding six-month period, ending on January 1, 2030. |
| 4. On May 15, 2026, the Reporting Person informed the board of directors of the Issuer (the "Board") her intention to resign from the Board, effective immediately (the "Resignation"). Pursuant to the agreement dated May 15, 2026 between the Issuer and the Reporting Person, immediately prior to the effectiveness of the Resignation, all restricted share units previously granted to the Reporting Person that remained outstanding and unvested as of such time, totaling 307,850 restricted share units, were accelerated and became fully vested on a one-time basis. |
| 5. These 307,850 restricted share units include: (i) 79,110 restricted share units granted on June 28, 2024, which were previously reported on the Form 3 filed by the Reporting Person on March 16, 2026; (ii) 157,740 restricted share units granted on March 31, 2026, which were previously reported on the Form 4 filed by the Reporting Person on April 1, 2026; (iii) 8,000 restricted share units granted on March 31, 2026, which were previously reported on the Form 4 filed by the Reporting Person on April 1, 2026; and (iv) 63,000 restricted share units granted on May 14, 2026, which are reported on this Form 4. |
| /s/ Fan You, Attorney-in-Fact for Jie Zheng | 05/18/2026 | |
| ** 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 4 (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 4: SEC 1474 (03-26) | ||