Jin Hui 4

What Happened
Jin Hui, CEO of H World Group Ltd (HTHT), had restricted share units (RSUs) vest and convert into 2,514,160 ordinary shares on May 31, 2026. To satisfy tax/payment obligations, 960,380 of those shares were surrendered/withheld on June 2, 2026 at $44.37 per share for a total value of $42,612,061 (two withholdings: $17,312,287 and $25,299,774). Net shares received by the CEO after withholding were 1,553,780 shares. This was an award vesting and tax-withholding event—not an open-market purchase or sale for investment purposes.

Key Details

• Transaction types: M = exercise/conversion of derivative (RSU vesting/settlement) on 2026-05-31; F = payment of exercise price/tax liability (share withholding) on 2026-06-02.
• Vested/settled into shares: 950,030 shares (from RSUs granted 5/31/2023) and 1,564,130 shares (from RSUs granted 1/13/2025), totaling 2,514,160 shares.
• Shares withheld/surrendered for taxes/payment: 390,180 shares ($17,312,287) and 570,200 shares ($25,299,774), totaling 960,380 shares ($42,612,061) at $44.37/share.
• Net shares delivered to Jin Hui after withholding: 1,553,780 shares.
• Footnotes: Each RSU equals one ordinary share; grants dated 5/31/2023 and 1/13/2025 vested 5/31/2026. These RSUs were previously reported on the Form 3 filed by the reporting person on March 17, 2026.
• Filing: Report filed 2026-06-02 covering the 5/31/2026 vesting; no indication in the provided excerpt that the Form 4 was late.

Context
This was a routine RSU vesting event followed by share withholding to cover tax liabilities (a common cashless settlement method). The filing reflects conversion of RSUs into ordinary shares (derivative conversion) and the subsequent surrender of a portion of those shares for withholding; it is not a discretionary sale or a purchase that signals new insider buying. The Form 4 entries use codes M (derivative exercise/settlement) and F (tax/exercise payment via share withholding). Shares owned after the transaction are not specified in the provided excerpt.