Sec Form 3 Filing - Zhang Junjie @ Chagee Holdings Ltd. - 2026-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zhang Junjie
2. Issuer Name and Ticker or Trading Symbol
Chagee Holdings Ltd. [ CHA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
TOWER B, HONGQIAO LIANHE BUILDING, NO. 99 KAIHONG ROAD, CHANGNING DISTRICT
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2026
(Street)
SHANGHAI200051
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 65,274,107 I By Partea Ltd. ( 2 )
Employee Stock Options (Right to buy) $ 3.7614 ( 3 ) 05/01/2034 Class A Ordinary Shares 514,732 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zhang Junjie
TOWER B, HONGQIAO LIANHE BUILDING
NO. 99 KAIHONG ROAD, CHANGNING DISTRICT
SHANGHAI200051
X Chief Executive Officer
Signatures
/s/ Junjie Zhang 03/18/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis without conversion or exercise price at the election of the holder. These conversion rights do not expire.
( 2 )Partea Ltd., a company organized and existing under the laws of British Virgin Islands. Partea Ltd. is controlled by Inaction Investment Limited, which in turn is wholly owned by Inaction Holding Limited, both of which are companies organized and existing under the laws of British Virgin Islands. Inaction Holding Limited is controlled by Jay Seventeen Trust, a trust established under the laws of Cayman Islands and managed by Trident Trust Company (Cayman) Limited as the trustee. Mr. Junjie Zhang is the settler, protector and beneficiary of the trust, retaining the investment power with respect to the assets of the trust. Each Class B Ordinary Share is convertible into one Class A Ordinary Shares at any time.
( 3 )Represents an option to purchase 514,732 Class A Ordinary Shares, with 128,683 Class A Ordinary Shares subject to the option vesting on March 1, 2025, March 1, 2026, March 1, 2027, and March 1, 2028, respectively.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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