SEC FORM 4 SEC Form 4
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
 
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1. Name and Address of Reporting Person*
Zheng Jie

(Last) (First) (Middle)
NO. 1299 FENGHUA ROAD

(Street)
SHANGHAI F4 201803

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
H World Group Ltd [ HTHT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
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).
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