| 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*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Trip.com Group Ltd [ TCOM ] | |||||||||||||||
| 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)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| Ordinary Share(1) | 119,928 | 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (2) | 12/04/2027 | Ordinary Share | 124,000 | $0.0013 | D | |
| Stock Option (right to buy) | (3) | 06/30/2028 | Ordinary Share | 66,664 | $0.0013 | D | |
| Stock Option (right to buy) | (4) | 02/03/2029 | Ordinary Share | 160,000 | $0.0013 | D | |
| Stock Option (right to buy) | (5) | 03/15/2030 | Ordinary Share | 201,076 | $18.18 | D | |
| Stock Option (right to buy) | (6) | 03/15/2030 | Ordinary Share | 80,358 | $0.01 | D | |
| Stock Option (right to buy) | (7) | 02/28/2031 | Ordinary Share | 160,000 | $0.01 | D | |
| Stock Option (right to buy) | (8) | 02/05/2032 | Ordinary Share | 160,000 | $0.01 | D | |
| Explanation of Responses: |
| 1. The ordinary shares are held in the form of American depositary shares, each representing one ordinary share. |
| 2. The stock option has fully vested over a three-year period, with 28,001 ordinary shares, 47,999 ordinary shares and 48,000 ordinary shares underlying the option vesting on the second, third and fourth anniversaries of 12/04/2019, respectively. |
| 3. The stock option has fully vested over a five-year period, with 12.5% vesting on each of the first, second, third and fourth anniversaries of 06/30/2020, and 50% vesting on the fifth anniversary of 06/30/2020. |
| 4. The stock option has fully vested over a four-year period, with 25% vesting on each of the first, second, third and fourth anniversaries of 02/03/2021. |
| 5. The stock option has fully vested over a four-year period, with 20,538 ordinary shares, 60,538 ordinatry shares, 60,000 ordinary shares and 60,000 ordinary shares underlying the option vesting on the first, second, third and fourth anniversaries of 03/15/2022, respectively. |
| 6. The stock option has fully vested over a four-year period, with 20,179 ordinary shares, 20,179 ordinary shares, 20,000 ordinary shares and 20,000 ordinary shares underlying the option vesting on the first, second, third and fourth anniversaries of 03/15/2022, respectively. |
| 7. The stock option vests over a four-year period, with 25% vesting on each of the first, second, third and fourth anniversaries of 02/28/2023. |
| 8. The stock option vests over a four-year period, with 25% vesting on each of the first, second, third and fourth anniversaries of 02/05/2024. |
| Remarks: |
| Chief Financial Officer and Executive Vice President |
| /s/ Cindy Xiaofan Wang | 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) | ||