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H World Group (HTHT) CEO settles RSUs and uses shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

H World Group Ltd Chief Executive Officer Jin Hui reported equity compensation transactions involving restricted share units and ordinary shares. On May 31, 2026, restricted share units granted in 2023 and 2025 vested and were exercised into ordinary shares at a conversion price of $0.00 per share. On June 2, 2026, the company withheld 570,200 and 390,180 ordinary shares at $44.37 per share to cover tax obligations, classified as tax-withholding dispositions. After these transactions, Jin Hui directly held 7,591,850 ordinary shares of H World Group Ltd.

Positive

  • None.

Negative

  • None.

Insights

CEO’s RSU vesting with share tax withholding looks routine and compensation-driven.

The filing shows H World Group Ltd CEO Jin Hui receiving ordinary shares through vesting of restricted share units on May 31, 2026. These awards were previously disclosed and converted at a stated price of $0.00, consistent with equity compensation rather than open‑market buying.

On June 2, 2026, the company withheld 570,200 and 390,180 ordinary shares at $44.37 per share to satisfy tax liabilities. This F‑code treatment indicates shares delivered to cover taxes, not discretionary market sales. Following these events, Jin Hui directly held 7,591,850 ordinary shares, suggesting the overall pattern is routine compensation and tax settlement rather than a directional bet on the stock.

Insider Jin Hui
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Ordinary Shares 390,180 $44.37 $17.31M
Tax Withholding Ordinary Shares 570,200 $44.37 $25.30M
Exercise Restricted Share Units 950,030 $0.00 --
Exercise Restricted Share Units 1,564,130 $0.00 --
Exercise Ordinary Shares 950,030 $0.00 --
Exercise Ordinary Shares 1,564,130 $0.00 --
Holdings After Transaction: Ordinary Shares — 7,591,850 shares (Direct, null); Restricted Share Units — 2,756,790 shares (Direct, null)
Footnotes (1)
  1. Reflects restricted share units that vested and settled into ordinary shares. Each restricted share unit represents the right to receive one ordinary share. These restricted share units were granted on May 31, 2023 and vested on May 31, 2026. These Restricted share units were previously reported on the Form 3 filed by the Reporting Person on March 17, 2026. These restricted share units were granted on January 13, 2025 and vested on May 31, 2026. These Restricted share units were previously reported on the Form 3 filed by the Reporting Person on March 17, 2026.
RSUs exercised (grant 2023) 1,564,130 shares Restricted share units vested into ordinary shares on May 31, 2026
RSUs exercised (grant 2025) 950,030 shares Restricted share units vested into ordinary shares on May 31, 2026
Tax-withheld shares (entry 1) 570,200 shares Shares delivered to satisfy tax liability at $44.37 per share
Tax-withheld shares (entry 2) 390,180 shares Shares delivered to satisfy tax liability at $44.37 per share
Tax-withholding price $44.37 per share Price for ordinary shares used to cover tax obligations
Shares held after transactions 7,591,850 shares Ordinary shares directly held by Jin Hui after reported activity
Restricted Share Units financial
"These restricted share units were granted on May 31, 2023 and vested on May 31, 2026."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" with transaction code F for ordinary shares."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security" for RSU transactions."
Ordinary Shares financial
"security_title: "Ordinary Shares" in non-derivative transactions reported by Jin Hui."
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Jin Hui
(Last)(First)(Middle)
NO. 1299 FENGHUA ROAD
(Street)
SHANGHAI201803
(City)(State)(Zip)
CHINA
(Country)		2. Issuer Name and Ticker or Trading Symbol
H World Group Ltd [ HTHT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/31/2026M950,030A(1)6,417,900D
Ordinary Shares05/31/2026M1,564,130A(1)7,982,030D
Ordinary Shares06/02/2026F390,180D$44.377,591,850D
Ordinary Shares06/02/2026F570,200D$44.377,021,650D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(2)05/31/2026M950,030 (3) (3)Ordinary Shares950,030$02,756,790D
Restricted Share Units(2)05/31/2026M1,564,130 (4) (4)Ordinary Shares1,564,130$00D
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 restricted share units were granted on May 31, 2023 and vested on May 31, 2026. These Restricted share units were previously reported on the Form 3 filed by the Reporting Person on March 17, 2026.
4. These restricted share units were granted on January 13, 2025 and vested on May 31, 2026. These Restricted share units were previously reported on the Form 3 filed by the Reporting Person on March 17, 2026.
/s/ Fan You, Attorney-in-Fact for Hui Jin06/02/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did H World Group (HTHT) CEO Jin Hui report?

Jin Hui reported vesting and exercise of restricted share units into ordinary shares on May 31, 2026, followed by share-based tax-withholding dispositions on June 2, 2026. These actions reflect compensation settlement rather than open-market purchases or sales.

How many H World Group (HTHT) shares were withheld for taxes in Jin Hui’s Form 4?

The company withheld 570,200 ordinary shares and 390,180 ordinary shares to satisfy tax obligations, both at a transaction price of $44.37 per share. These F-code entries represent payment of tax liabilities using shares instead of cash.

What type of equity awards vested for H World Group (HTHT) CEO Jin Hui?

Restricted share units vested and settled into ordinary shares. One grant was made on May 31, 2023 and another on January 13, 2025, with both vesting on May 31, 2026, as previously reported in Jin Hui’s earlier Form 3 filing.

How many H World Group (HTHT) shares does CEO Jin Hui hold after these transactions?

After the reported RSU vesting and tax-withholding dispositions, Jin Hui directly held 7,591,850 ordinary shares of H World Group Ltd. This total is shown as the post-transaction holding in the latest non-derivative entry in the Form 4 data.

Were Jin Hui’s H World Group (HTHT) transactions open-market buys or sells?

No open-market purchases or sales were reported. The M-code entries reflect exercises of restricted share units into ordinary shares, while the F-code entries are share dispositions to cover tax liabilities, not discretionary market trading activity by the CEO.

What prices were used in Jin Hui’s H World Group (HTHT) Form 4 transactions?

The restricted share unit exercises show a transaction and conversion price of $0.00 per share, typical for RSU settlement. The tax-withholding dispositions were recorded at a transaction price of $44.37 per ordinary share when shares were delivered to cover tax obligations.