Zheng Jie 4

What Happened

• Zheng Jie, a director of H World Group Ltd (HTHT), had restricted share units (RSUs) granted and then immediately settled/converted into ordinary shares around her resignation. The Form 4 reports a 63,000-RSU grant on May 14, 2026 (awarded at $0.00), and an acceleration/settlement on May 15, 2026 in which 307,850 RSUs vested, converted to shares and were reported disposed. The filing shows $0 reported cash consideration for the dispositions.

Key Details

• Transaction dates: May 14, 2026 (63,000 RSU grant); May 15, 2026 (307,850 RSUs accelerated/converted and disposed).
• Prices reported: $0.00 per share for the award and $0.00 reported proceeds on the disposition (per the Form 4).
• Footnotes of note:
  • F1/F2: RSUs represent the right to receive one ordinary share each; vested RSUs settled into ordinary shares.
  • F3: The May 14 grant was performance-based with a multi-year vesting schedule (normally vesting through Jan 1, 2030).
  • F4: The acceleration and full vesting of 307,850 RSUs occurred immediately prior to Zheng Jie’s resignation from the board effective May 15, 2026, per an agreement dated May 15, 2026.
  • F5: The 307,850 accelerated RSUs comprise multiple prior grants (breakdown provided in the filing).
• Shares owned after transaction: not specified in the excerpt provided.
• Filing timeliness: Form 4 was filed on May 18, 2026 — within the normal Form 4 reporting window for the May 14–15 transactions (i.e., timely).

Context

• These transactions involve RSUs (a type of equity award), not open-market purchases or discretionary sales. The Form 4 shows RSUs were accelerated, converted into shares, and then reported as disposed with $0 proceeds — the filing does not state the cash flow details or reasons for the $0 reporting. RSU vesting/settlement and immediate disposition around a resignation are common administrative outcomes (e.g., settlement, tax-related transfers, or cancellations) but the Form 4 itself is factual and does not provide a rationale.