SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zhao Jiazhen

(Last)

(First)

(Middle)

FIRST FLOOR, 25 ST STEPHEN'S GREEN

(Street)

DUBLIN 2

D02 XF99

(City)

(State)

(Zip)

IRELAND

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
PDD Holdings Inc. [ PDD ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
ADSs⁽¹⁾	64	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (right to buy)	⁽²⁾	⁽²⁾	ADSs⁽¹⁾	727,531	⁽³⁾	D
Options (right to buy)	⁽⁴⁾	⁽⁴⁾	ADSs⁽¹⁾	37,500	⁽³⁾	D
Options (right to buy)	⁽⁵⁾	⁽⁵⁾	ADSs⁽¹⁾	93,750	⁽³⁾	D
Options (right to buy)	⁽⁶⁾	⁽⁶⁾	ADSs⁽¹⁾	112,500	⁽³⁾	D
Options (right to buy)	⁽⁷⁾	⁽⁷⁾	ADSs⁽¹⁾	225,000	⁽³⁾	D
Options (right to buy)	⁽⁸⁾	⁽⁸⁾	ADSs⁽¹⁾	225,000	⁽³⁾	D
Options (right to buy)	⁽⁹⁾	⁽⁹⁾	ADSs⁽¹⁾	150,000	⁽³⁾	D
Options (right to buy)	⁽¹⁰⁾	⁽¹⁰⁾	ADSs⁽¹⁾	75,000	⁽³⁾	D
Options (right to buy)	⁽¹¹⁾	⁽¹¹⁾	ADSs⁽¹⁾	50,000	⁽³⁾	D

Explanation of Responses:

1. Each American depositary share ("ADS") of the Issuer represents four (4) Class A ordinary shares.

2. These options are all exercisable as of the filing date. The expiration dates for 196,281 options, 200,000 options, 150,000 options, 112,500 options, 31,250 options and 37,500 options are August 31, 2036, February 28, 2037, August 31, 2038, August 31, 2039, March 31, 2041 and September 30, 2041, respectively.

3. Each option represents the right to receive, at settlement after exercise, one American Depositary Share ("ADS") of the Issuer, and has an exercise price of US$0.026.

4. These options will become exercisable on September 1, 2026. The expiration date for these options is August 31, 2039. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

5. One-third of these options will become exercisable on each of the following dates: April 1, 2026, April 1, 2027 and April 1, 2028. The expiration date for these options is March 31, 2041. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

6. One-third of these options will become exercisable on each of the following dates: October 1, 2026, October 1, 2027 and October 1, 2028. The expiration date for these options is September 30, 2041. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

7. One-fourth of these options will become exercisable on each of the following dates: April 1, 2026, April 1, 2027, April 1, 2028 and April 1, 2029. The expiration date for these options is March 31, 2042. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

8. One-fourth of these options will become exercisable on each of the following dates: October 1, 2026, October 1, 2027, October 1, 2028 and October 1, 2029. The expiration date for these options is September 30, 2042. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

9. One-fourth of these options will become exercisable on each of the following dates: May 1, 2027, May 1, 2028, May 1, 2029 and May 1, 2030. The expiration date for these options is April 30, 2043. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

10. One-fourth of these options will become exercisable on each of the following dates: December 1, 2027, December 1, 2028, December 1, 2029 and December 1, 2030. The expiration date for these options is November 30, 2043. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

11. One-fourth of these options will become exercisable on each of the following dates: May 1, 2028, May 1, 2029, May 1, 2030 and May 1, 2031. The expiration date for these options is April 30, 2044. The date exercisable has taken into account the three-year lock-up period included as a term in the grant of options.

	/s/ Zhao Jiazhen	03/18/2026
	** Signature of Reporting Person	Date
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 5 (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 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Zhao Jiazhen