New insider Ji Qi claimed ownership of 717,813,760 units of Ordinary Shares (SEC Form 3)
$HTHT
Hotels/Resorts
Consumer Discretionary
| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/16/2026 |
3. Issuer Name and Ticker or Trading Symbol
H World Group Ltd [ HTHT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | 15,529,950 | D | |
| Ordinary Shares | 701,477,540 | I | See Footnote(1) |
| Ordinary Shares (represented by American depositary shares) | 375,000 | D | |
| Ordinary Shares (represented by American depositary shares) | 431,270 | I | See Footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Restricted Stock Units | (2) | (2) | Ordinary Shares | 28,963,620 | (3) | D | |
| Restricted Stock Units | (4) | (4) | Ordinary Shares | 7,039,780 | (3) | D | |
| Stock Options (right to buy) | (5) | 05/31/2033 | Ordinary Shares | 8,045,450 | $2.8(6) | D | |
| Explanation of Responses: |
| 1. The ordinary shares / ordinary shares represented by American depositary shares are held by Winner Crown Holdings Limited ("Winner Crown"), a British Virgin Islands company wholly owned by Sherman Holdings Limited ("Sherman"), a Bahamas company. Sherman is owned 100% by vote and value by the Ji Family Trust, which is a revocable trust valid under the laws of the Republic of Singapore. Butterfield Trust (Asia) Limited acts as trustee of the Ji Family Trust, of which Mr. Qi Ji and his family members are the beneficiaries. Qi Ji, as the settlor of the trust, reserves the right to revoke the trust without the consent of another person and exercises investment control over the Issuer's securities held by the trust, and may be deemed to beneficially own the shares directly owned by Winner Crown. |
| 2. These restricted stock units were granted on January 17, 2024 and are scheduled to vest in ten installments on a yearly basis over a ten-year period ending on December 31, 2034. |
| 3. Each restricted stock unit represents the right to receive, upon vesting, one ordinary share. |
| 4. These restricted stock units were granted on May 31, 2023 in five batches, each of which is scheduled to vest in 5 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 May 31, 2031. |
| 5. These options were granted on May 31, 2023 in five batches, each of which is scheduled to vest in 25 installments, with 50% on the second anniversary of vesting start date and 1/48 on the first day of each month of the next 24 months ending on May 31, 2031. |
| 6. Each option represents the right to receive, upon exercise, one ordinary share. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Fan You, Attorney-in-Fact for Qi Ji | 03/16/2026 | |
| ** 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. | ||