Sec Form 3 Filing - HUANG HONGFEI @ 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
HUANG HONGFEI
2. Issuer Name and Ticker or Trading Symbol
Chagee Holdings Ltd. [ CHA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial 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
Class A Ordinary Shares 200,000 I By Golden Magnificence Investment Limited ( 1 )
American Depositary Shares ( 2 ) 16,000 I By Spouse
Restricted Stock Unit ( 3 ) 38,360 D
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
Employee Stock Options (Right to buy) $ 3.7614 ( 4 ) 10/10/2034 Class A Ordinary Shares 1,013,195 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HUANG HONGFEI
TOWER B, HONGQIAO LIANHE BUILDING
NO. 99 KAIHONG ROAD, CHANGNING DISTRICT
SHANGHAI200051
Chief Financial Officer
Signatures
/s/ Hongfei Huang 03/18/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Golden Magnificence Investment Limited, a company organized and existing under the laws of British Virgin Islands controlled by Golden Wings Investment Limited, which in turn is controlled by Lu Golden Wings Trust, a trust managed by Vista Trust (Singapore) Pte. Limited as trustee. Under the terms of the trust, Mr. Hongfei Huang retains the investment power with respect to the assets of the trust.
( 2 )Each American Depositary Share ("ADS") represents one Class A Ordinary Share.
( 3 )38,360 Class A Ordinary Shares subject to the restricted stock unit will vest on each anniversary commencing from June 15, 2026 with 9,590 Class A Ordinary Shares vest on each anniversary.
( 4 )Represents an option to purchase 1,013,195 Class A Ordinary Shares, with 253,298 Class A Ordinary Shares subject to the option vesting on October 10, 2025, and 253,299 Class A Ordinary Shares subject to the option vesting on October 10, 2026, October 10, 2027, and October 10, 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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