Cao Lei 4

What Happened

• Cao Lei, a director of H World Group Ltd (NASDAQ: HTHT), had restricted share units (RSUs) vest on June 28, 2026. A total of 60,760 RSUs settled into ordinary shares (30,010 and 30,750 from two prior grants).
• To cover tax withholding obligations, 11,320 shares and 6,260 shares were surrendered on June 30, 2026 at a withholding price of $43.27 per share, generating withholdings of $489,816 and $270,870 respectively (total $760,686). Net shares retained from this vesting: 43,180 shares.
• This was not an open‑market sale of shares for investment reasons but routine tax withholding tied to RSU settlement.

Key Details

• Transaction dates: RSU vesting/conversion reported for 2026-06-28; tax withholding/dispositions on 2026-06-30. Form filed 2026-06-30.
• Prices and values: Tax withholding executed at $43.27/share. Withheld: 11,320 shares ($489,816) and 6,260 shares ($270,870); total withheld value $760,686.
• Shares affected: 60,760 RSUs vested and converted into shares; 17,580 shares withheld for taxes; 43,180 net shares retained from this settlement.
• Footnotes: F1–F4 state these were RSUs that vested and settled into ordinary shares; each RSU equals one ordinary share. Grants were dated June 28, 2024 and August 5, 2025 and vested June 28, 2026. These awards were previously reported on a Form 3 filed March 13, 2026.
• Timeliness: The Form 4 was filed on June 30, 2026 for a June 28, 2026 vesting — appears to be filed within the standard reporting window.

Context

• This transaction is a standard RSU vest-and-withhold event (cashless withholding for tax), not an open-market sale or directional purchase — it typically reflects compensation settlement rather than insider trading intent.
• For retail investors, purchases are usually more informative about insider confidence; tax-withholdings like this are routine and should be interpreted accordingly.