424B5 1 ea0276365-424b5_quhuo.htm PROSPECTUS SUPPLEMENT

Filed pursuant to Rule 424(b)(5)

Registration No. 333-273087

PROSPECTUS SUPPLEMENT
(To prospectus dated November 6, 2023)

Quhuo Limited

Up to US$9,880,000 of American Depositary Shares each representing 900
Class A Ordinary Shares

Quhuo Limited is offering to certain investors (the “investors”) up to US$9,880,000 of American depositary shares of (the “ADSs”), each ADS representing nine hundred Class A ordinary shares, par value US$0.0001 per share, at an offering price of $0.494 per ADS in a registered direct offering pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement dated as of February 11, 2026 (the “Purchase Agreement”), by and among us and the investors.

Our ADSs are currently listed on the Nasdaq Global Market under the symbol “QH.” On February 10, 2026, the last reported sale price of the ADSs was US$0.9336 per ADS. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12-month period so long as the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates remains below US$75,000,000. The aggregate market value of our issued and outstanding Class A ordinary shares held by non-affiliates, or public float, was approximately US$7.38 million, which was calculated based on 4,667,728,777 Class A ordinary shares issued and outstanding held by non-affiliates and a per ADS closing price of US$1.58 on December 12, 2026. During the 12 calendar months prior to and including the date of this prospectus, we previously sold $6,203,056.67 of securities pursuant to General Instructions I.B.5 of Form F-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement.

As of the date of this prospectus supplement, our total number of issued and outstanding shares was 4,778,561,139 shares, consisting of (i) 4,672,264,509 Class A ordinary shares of a par value of US$0.0001 each, (ii) 6,296,630 Class B ordinary shares of a par value of US$0.0001 each and (iii) 100,000,000 Class C ordinary shares of a par value of US$0.0001 each.

We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws, and as such, will be eligible for reduced public company disclosure requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer” in this prospectus supplement for additional information.

Investing in these securities involves risks. See the “Risk Factors” on page S-28 of this prospectus supplement, and those included in the accompanying prospectus, our annual report on Form 20-F for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) and the documents incorporated by reference herein and therein to read about factors you should consider before investing in these securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in this prospectus, including any prospectus supplement and documents incorporated by reference. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated February 11, 2026

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

	Page

ABOUT THIS PROSPECTUS SUPPLEMENT	S-ii
PROSPECTUS SUPPLEMENT SUMMARY	S-1
THE OFFERING	S-24
RISK FACTORS	S-28
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-29
USE OF PROCEEDS	S-30
DIVIDEND POLICY	S-30
CAPITALIZATION	S-31
DILUTION	S-32
DESCRIPTION OF SECURITIES WE ARE OFFERING	S-33
LEGAL MATTERS	S-34
EXPERTS	S-35
WHERE YOU CAN FIND MORE INFORMATION	S-35
INCORPORATION OF DOCUMENTS BY REFERENCE	S-36

PROSPECTUS

		Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		23
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		35
USE OF PROCEEDS		36
CAPITALIZATION AND INDEBTEDNESS		36
PLAN OF DISTRIBUTION		37
DESCRIPTION OF SHARE CAPITAL		39
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		47
DESCRIPTION OF PREFERRED SHARES		56
DESCRIPTION OF DEBT SECURITIES		57
DESCRIPTION OF WARRANTS		59
DESCRIPTION OF SUBSCRIPTION RIGHTS		60
DESCRIPTION OF UNITS		61
EXPENSES		62
LEGAL MATTERS		62
EXPERTS		63
ENFORCEMENT OF CIVIL LIABILITIES		64
TAXATION		66
WHERE YOU CAN FIND MORE INFORMATION		66
INCORPORATION OF DOCUMENTS BY REFERENCE		67
MATERIAL CHANGES		67

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering of ADSs and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus dated November 6, 2023 included in the registration statement on Form F-3 (No. 333-273087), including the documents incorporated by reference therein, which provides more general information, some of which may not be applicable to this offering.

This prospectus supplement provides specific details regarding the offering of the ADSs. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus provided in connection with this offering. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus or any other offering materials, or any sale of the ADSs. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on behalf of us to subscribe for and purchase of the ADSs, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

It is important for you to read and consider all the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus in making your investment decision.

In this prospectus supplement and the accompanying prospectus, unless otherwise indicated or unless the context otherwise requires, references to:

●

“active workers” refers

SEC Form 424B5 filed by Quhuo Limited