Liang Jianzhang 4
4 · Trip.com Group Ltd · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Trip.com Director Liang Jianzhang Enters Prepaid Forward for 1,000,000 ADS
What Happened
- Liang Jianzhang, a director of Trip.com Group Ltd (TCOM), is reporting that Smart Charm Limited (a company wholly owned by his spouse) entered a prepaid variable forward (PVF) on September 3, 2025. The contract covers up to 1,000,000 American depositary shares (ADSs) of Trip.com (each ADS = 1 ordinary share). In exchange Smart Charm received an upfront cash payment (amount not disclosed) and pledged the 1,000,000 ADSs as security.
- The PVF requires Smart Charm to deliver up to 1,000,000 ADSs on three settlement dates (up to 333,334 ADSs on Sept 5, 2028; up to 333,333 ADSs on Sept 6, 2028; up to 333,333 ADSs on Sept 7, 2028). The exact number delivered on each date depends on the ADS volume-weighted average price relative to contract floor and cap levels. Smart Charm retains voting rights in the pledged ADSs but must pay the economic equivalent of dividends to the buyer during the pledge.
Key Details
- Transaction date: September 3, 2025. Form 4 filed: April 28, 2026 (filing appears late relative to the transaction date).
- Shares involved: Up to 1,000,000 ADSs (derivative obligation); ADS = 1 ordinary share of Trip.com.
- Consideration: Upfront cash payment received (amount not disclosed in filing).
- Collateral & rights: 1,000,000 ADSs pledged to secure the obligation; Smart Charm retains voting rights but pays dividend equivalents.
- Who acted: Smart Charm Limited (BVI company) — wholly owned and controlled by the reporting person’s spouse.
- Filing timeliness: The reported transaction date (9/3/2025) and the Form 4 filing date (4/28/2026) indicate a late filing, which reduces short-term transparency for investors.
Context
- A prepaid variable forward is a derivative often used to monetize shares now while deferring actual delivery/sale to future dates; the final number of shares delivered depends on future market prices (cap/floor mechanics). This is not a straightforward open-market sale, and it does not by itself disclose the insider’s view of the company’s near-term prospects.
- For retail investors, note this action changes economic exposure (locks in cash today, retains some upside/downside depending on contract terms) rather than an immediate transfer of beneficial ownership via a market sale. The late filing means public disclosure came months after the transaction.
Insider Transaction Report
Form 4
Liang Jianzhang
Director
Transactions
- Other
Forward Sale Contract (obligation to sell)
[F1][F2][F3][F4][F5]2025-09-03+1,000,000→ 1,000,000 total(indirect: By Smart Charm Limited)→ American depositary share (1,000,000 underlying)
Footnotes (5)
- [F1]On September 3, 2025, Smart Charm Limited entered into a prepaid variable forward contract with an unaffiliated third-party buyer. The contract obligates Smart Charm Limited to deliver to the buyer up to an aggregate of 1,000,000 American depositary shares, or ADSs, each representing one ordinary share of Trip.com Group Limited (or, at Smart Charm Limited's election, an equivalent amount of cash based on the market price of the ADSs) on three settlement dates, including up to 333,334 ADSs on September 5, 2028, up to 333,333 ADSs on September 6, 2028, and up to 333,333 ADSs on September 7, 2028, respectively (the "Base Amount"). In exchange for assuming this obligation, Smart Charm Limited received a cash payment. Smart Charm Limited pledged 1,000,000 ADSs to secure its obligation under the contract, and retains voting rights in the pledged ADSs during the term of the pledge,
- [F2](Continued from footnote 1) but is obligated to pay to the buyer the economic benefits of certain dividends during the term of the pledge. The number of ADSs to be delivered by Smart Charm Limited to the buyer on the settlement dates is to be generally determined as follows: (a) if the volume-weighted average price of the ADSs on the relevant valuation date (the "Settlement Price") is less than a specific cap price ("Cap Level") but greater than a specific floor price ("Floor Level"), Smart Charm Limited will deliver a number of ADSs equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (b) if the Settlement Price is equal or greater than the Cap Level on a settlement date, Smart Charm Limited will deliver a number of ADSs equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (b) the excess, if any, of the Settlement Price over the Cap Level,
- [F3](Continued from footnote 2) and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on a settlement date, Smart Charm Limited will deliver a number of ADSs equal to the Base Amount.
- [F4]Each American depositary share represent one ordinary share of Trip.com Group Limited.
- [F5]Smart Charm Limited is a British Virgin Islands company wholly owned and controlled by the Reporting Person's spouse.
Signature
/s/ Liang Jianzhang|2026-04-28