SEC FORM 3

SEC FORM 3SEC 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^*

Xie Dong

(Last)

(First)

(Middle)

RM 3008, 30/F, TWO EXCHANGE SQUARE

8 CONNAUGHT PLACE

(Street)

CENTRAL

HONG KONG

000000

(City)

(State)

(Zip)

HONG KONG

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Here Group Ltd [ HERE ]

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
X	Officer (give title below)	Other (specify below)
	CFO and Senior Vice President

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)
American depositary shares⁽¹⁾	440,355	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option	04/01/2025	03/31/2031	Class A ordinary shares	265,003	$0.1	D
Option	10/01/2024	09/30/2031	Class A ordinary shares	125,000	$0.1	D
Option	10/01/2025	09/30/2031	Class A ordinary shares	125,004	$0.1	D
Option	10/01/2024	11/18/2032	Class A ordinary shares	125,002	$0.1	D
Option	10/01/2025	11/18/2032	Class A ordinary shares	125,000	$0.1	D
Option	10/01/2026	11/18/2032	Class A ordinary shares	125,000	$0.1	D
Option	04/01/2025	06/20/2034	Class A ordinary shares	75,000	$0.4	D
Option	04/01/2026	06/20/2034	Class A ordinary shares	75,000	$0.4	D
Option	04/01/2027	06/20/2034	Class A ordinary shares	75,000	$0.4	D
Option	04/01/2028	06/20/2034	Class A ordinary shares	75,000	$0.4	D

Explanation of Responses:

1. Each American depositary share represents three Class A ordinary shares.

	DONG XIE	03/18/2026
	** 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 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)

SEC Form 3 filed by new insider Xie Dong