SEC Form 4 · accession 0000950103-26-009502
Chagee Holdings Ltd. · CHA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dengfeng Yin
Officer — Chief Operating Officer · Director
Period of report
Jun 24, 2026
Accepted (ET)
Jun 25, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002013649
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| American Depositary SharesF1,F2 | Jun 24, 2026 | M | 80,427 | $3.7614 | A | 347,653 | D | |
| American Depositary SharesF1,F2 | holding | — | — | — | 4,000,000 | I | By TeaTide Limited | |
| Class A Ordinary SharesF1,F2 | holding | — | — | — | 7,522,236 | I | By TeaTide Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right to buy)F4,F3 | $3.7614 | Jun 24, 2026 | M | 80,427 | D | — | May 1, 2034 | Class A Ordinary Shares | 80,427 | 160,854 | D |
Explanation of responses
- F1Represents (i) 267,226 ADSs directly held by Mr. Dengfeng Yin, (ii) 80,427 ADSs acquired through the exercise of options held directly by Mr. Dengfeng Yin, (iii)4,000,000 ADSs held by TeaTide Limited, and (iv) 7,522,236 Class A ordinary shares held by TeaTide Limited. TeaTide Limited is controlled by Starry Ocean Wisdom Limited, which in turn is wholly owned by Starry Ocean Development Limited, all of which are companies organized and existing under the laws of British Virgin Islands.
- F2Starry Ocean Development Limited is controlled by Starry Ocean Trust, a trust established under the laws of Cayman Islands and managed by Trident Trust Company (Cayman) Limited as the trustee. Mr. Dengfeng Yin is the settler and protector of the trust, and he and his family members are the trust's beneficiaries. Under the terms of the trust, Mr. Dengfeng Yin retains the investment power with respect to the assets of the trust. TeaTide Limited has entered into certain irrevocable proxy and power of attorney arrangements in favor of Mr. Junjie Zhang, through which Mr. Junjie Zhang exercises voting power over all Class A ordinary shares held by TeaTide Limited.
- F380,427 ordinary shares are converted into 80,427 ADSs directly following the exercise of such Employee Stock Options.
- F4Represents an option to purchase 160,854 Class A Ordinary Shares, with 80,427 Class A Ordinary Shares subject to the option vesting on March 1, 2027 and March 1, 2028, respectively.