| 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) 03/17/2026 |
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 | 5,351,220 | D | |
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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 Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (1) | Ordinary Shares | 363,190 | (2) | D | |
| Restricted Stock Units | (3) | (3) | Ordinary Shares | 90,170 | (2) | D | |
| Restricted Stock Units | (4) | (4) | Ordinary Shares | 3,706,820 | (2) | D | |
| Restricted Stock Units | (5) | (5) | Ordinary Shares | 1,564,130 | (2) | D | |
| Stock Options (right to buy) | (6) | 05/31/2033 | Ordinary Shares | 4,695,120 | 2.8(7) | D | |
| Explanation of Responses: |
| 1. These performance-based restricted stock units were granted on March 26, 2015 and are 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 March 26, 2027. |
| 2. Each restricted stock unit represents the right to receive, upon vesting, one ordinary share. |
| 3. These performance-based restricted stock units were granted on May 9, 2022 and are 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, 2029. |
| 4. These performance-based restricted stock units were granted on May 31, 2023 and are 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 May 31, 2029. |
| 5. These performance-based restricted stock units were granted on January 13, 2025 and are scheduled to fully vest in April 2026. |
| 6. These performance-based options were granted on May 31, 2023 and are scheduled to vest in 25 installments, with 50% on the second anniversary of the vesting start date and 1/48 on the first day of each month of the next 24 months ending on May 31, 2029. |
| 7. 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 Hui Jin | 03/17/2026 | |
| ** 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. | ||
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Fan You, acting singly, and with full power of substitution or revocation, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:
| 1. | prepare, execute in the name of undersigned, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and access to the SEC’s Electronic Data Gathering, Analysis, and Retrieval system enabling the undersigned to submit reports required by rules and regulations of the SEC; |
| 2. | prepare, execute and submit to the SEC, and/or any national securities exchange on which H World Group Limited (the “Company”) securities are listed, any and all reports (including any amendments thereto) the undersigned is required to file with the SEC under Section 16 of the Exchange Act or any rule or regulation thereunder, with respect to the any security of the Company, including Forms 3, 4 and 5; and |
| 3. | obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| 1. | This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information; |
| 2. | Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable; |
| 3. | Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and |
| 4. | This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. |
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform any and every act whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney-in-Fact, or such Attorney-in-Fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
In addition, the undersigned hereby constitutes, appoints and authorizes the individual(s) listed in Annex 1, singly and with full power of substitution or revocation to act as the undersigned's EDGAR account administrator(s) and manage the undersigned’s EDGAR account.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of February 24, 2026.
| /s/ Hui Jin | |
| Signature | |
| Hui Jin | |
| Printed Name |