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6-K 1 tm2615738d1_6k.htm FORM 6-K

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-

16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of May 2026

 

Commission File Number: 001-42598

 

 

 

Chagee Holdings Limited

 

 

 

Tower B, Hongqiao Lianhe Building

No. 99 Kaihong Road

Changning District, Shanghai

People’s Republic of China, 200051

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x   Form 40-F ¨

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Chagee Holdings Limited
     
  By: /s/ Junjie Zhang
  Name: Junjie Zhang
  Title: Chairman of the Board, Chief Executive Officer
     
Date: May 29, 2026    

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press release titled “Chagee Announces First Quarter 2026 Unaudited Financial Results”

 

 

EX-99.1 2 tm2615738d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

 

Chagee Announces First Quarter 2026 Unaudited Financial Results

 

SHANGHAI, May 29, 2026 (GLOBE NEWSWIRE) -- Chagee Holdings Limited (NASDAQ: CHA) (“Chagee” or the “Company”), a leading premium tea drinks brand serving healthy and delicious freshly-made tea drinks, today announced its unaudited financial results for the first quarter ended March 31, 2026.

 

First Quarter 2026 Operational Highlights1

 

· As of March 31, 2026, there were 7,531 teahouses within the Company’s teahouse network in Greater China and overseas, representing a 12.7% increase in the number of teahouses as of March 31, 2025.
· Total GMV generated in the first quarter of 2026 was RMB7,917.8 million. Geographically, total GMV generated in overseas markets was RMB426.4 million in the first quarter of 2026, representing a 139.0% year-over-year increase; total GMV generated in Greater China market was RMB7,491.4 million, compared to RMB8,048.4 million in the same quarter of 2025.
· Average monthly GMV per teahouse in Greater China was RMB356,080 in the first quarter of 2026, representing a 5.5% increase from RMB337,358 in the fourth quarter of 2025.
· Chagee had 50.0 million active members in the first quarter of 2026, representing an 11.7% increase from the fourth quarter of 2025.

 

First Quarter 2026 Financial Highlights

 

· Net revenues were RMB3,546.0 million (US$514.1 million), compared to RMB3,392.7 million in the same quarter of 2025.
· Operating income in the first quarter of 2026 was RMB547.2 million (US$79.3 million), compared to RMB820.8 million in the same quarter of 2025.
· GAAP net income was RMB447.7 million (US$64.9 million), compared to RMB677.3 million in the same quarter of 2025.
· Non-GAAP net income, which adjusts for share-based compensation expenses in the amount of RMB59.0 million, was RMB506.7 million (US$73.5 million), compared to RMB677.3 million in the same quarter of 2025.

 

 

1 Please refer to the section “Key Definitions” for detailed definitions on certain terms used.

 

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First Quarter 2026 Financial Results

 

Total net revenues were RMB3,546.0 million (US$514.1 million), compared to RMB3,392.7 million in the same quarter of 2025.

 

· Net revenues from franchised teahouses in the first quarter of 2026 were RMB2,743.9 million (US$397.8 million), compared to RMB3,149.9 million in the same quarter of 2025. This was mainly attributable to a decrease in total GMV in Greater China resulting from the economic headwinds as well as intense industry competition. Net revenues from franchised teahouses represented 77.4% of the Company’s total net revenues for the first quarter of 2026.
· Net revenues from company-owned teahouses in the first quarter of 2026 were RMB802.1 million (US$116.3 million), representing an increase of 230.4% from RMB242.8 million in the same quarter of 2025. The increase was mainly attributable to the conversion in the Company’s domestic teahouse composition. Net revenues from company-owned teahouses represented 22.6% of the Company’s total net revenues for the first quarter of 2026.

 

Total operating expenses were RMB2,998.8 million (US$434.7 million), compared to RMB2,571.9 million in the same quarter of 2025.

 

· Cost of materials, storage and logistics was RMB1,574.5 million (US$228.3 million), representing a decrease of 1.0% from RMB1,590.3 million in the same quarter of 2025. The decrease was mainly attributable to enhanced cost management initiatives implemented throughout the supply chain and improved pricing power.
· Company-owned teahouse operating costs were RMB497.2 million (US$72.1 million), representing an increase of 216.6% from RMB157.0 million in the same quarter of 2025. The increase mainly resulted from the addition of 599 company-owned teahouses in both Greater China and overseas markets, which led to higher payroll, store rental, utilities, and other store operating expenses.
· Other operating costs were RMB159.0 million (US$23.0 million), representing a decrease of 7.8% from RMB172.5 million in the same quarter of 2025. This was mainly due to a decrease of RMB20.4 million in payroll expenses, driven by organizational restructuring and headcount optimization. Other operating costs as a percentage of total net revenues were 4.5%, compared to 5.1% in the same quarter of 2025.
· Sales and marketing expenses were RMB306.2 million (US$44.4 million), representing an increase of 2.3% from RMB299.3 million in the same quarter of 2025. This was mainly driven by an increase in advertising expenses associated with branding activities, new product launches, and related marketing campaigns, partially offset by lower payroll expenses resulting from streamlining the branding and marketing team. Sales and marketing expenses as a percentage of total net revenues were 8.6%, compared to 8.8% in the same quarter of 2025.
· General and administrative expenses were RMB462.0 million (US$67.0 million), representing an increase of 30.9% from RMB352.8 million in the same quarter of 2025. The increase was primarily driven by increases of (i) RMB52.1 million in share-based compensation expenses for administration, research and development staff; and (ii) RMB38.6 million in payroll expenses (excluding share-based compensation expenses) and RMB22.7 million in rental, utilities, office and travelling expenses for administration, research and development staff, which were primarily associated with the Company’s global business expansion. General and administrative expenses as a percentage of total net revenues were 13.0%, compared to 10.4% in the same quarter of 2025.

 

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Net income was RMB447.7 million (US$64.9 million) in the first quarter of 2026, representing a net income margin of 12.6%, compared to RMB677.3 million, or a net income margin of 20.0%, in the same quarter of 2025.

 

Non-GAAP net income was RMB506.7 million (US$73.5 million) in the first quarter of 2026, representing a non-GAAP net income margin of 14.3%, compared to RMB677.3 million, or a non-GAAP net income margin of 20.0%, in the same quarter of 2025.

 

Basic net income per ordinary share was RMB2.36 (US$0.34) in the first quarter of 2026, compared to RMB3.92 in the same quarter of 2025. Diluted net income per ordinary share was RMB2.34 (US$0.34) in the first quarter of 2026, compared to RMB3.92 in the same quarter of 2025.

 

Non-GAAP basic net income per ordinary share was RMB2.67 (US$0.39) in the first quarter of 2026, compared to RMB3.92 in the same quarter of 2025. Non-GAAP diluted net income per ordinary share was RMB2.65 (US$0.38) in the first quarter of 2026, compared to RMB3.92 in the same quarter of 2025.

 

Cash and cash equivalents, restricted cash, and time deposits were RMB7,146.3 million (US$1,036.0 million) as of March 31, 2026, compared to RMB7,892.4 million as of December 31, 2025.

 

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Key Operating Data

 

    For the three months ended/ As of  
    Mar 31, 2025     Jun 30, 2025     Sep 30, 2025     Dec 31, 2025     Mar 31, 2026  
Total teahouses     6,681       7,038       7,338       7,453       7,531  
Franchised teahouses     6,490       6,799       6,971       6,838       6,741  
Greater China market     6,362       6,666       6,836       6,700       6,603  
Overseas markets     128       133       135       138       138  
Company-owned teahouses     191       239       367       615       790  
Greater China market     150       164       240       408       554  
Overseas markets     41       75       127       207       236  
Total GMV (RMB in million)     8,226.8       8,103.1       7,929.5       7,322.9       7,917.8  
Greater China market     8,048.4       7,867.9       7,629.2       6,951.0       7,491.4  
Overseas markets     178.4       235.2       300.3       371.9       426.4  
Average monthly GMV per teahouse in Greater China (RMB)     431,973       404,352       378,506       337,358       356,080  
Same store GMV growth     (18.9)%     (23.0)%     (27.8)%     (25.5)%     (16.0)%
Greater China market     (19.1)%     (23.1)%     (27.9)%     (25.5)%     (16.1)%
Overseas markets     (8.4)%     (18.1)%     (23.4)%     (25.5)%     (12.0)%

 

Share Repurchase Program

 

On May 28, 2026, the board of directors of the Company has authorized a share repurchase program under which the Company may repurchase up to US$150 million of its Class A ordinary shares in the form of American depositary shares ("ADSs") during a twelve-month period commencing on June 1, 2026.

 

The Company’s proposed repurchases may be made from time to time through open market transactions at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on the market conditions and in accordance with applicable rules and regulations. The timing and dollar amount of repurchase transactions will be subject to the Securities and Exchange Commission (the "SEC") Rule 10b-18 and/or Rule 10b5-1 requirements. The Company plans to fund repurchases from its existing cash balance.

 

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Key Definitions

 

· GMV (gross merchandise value) refers to gross merchandise value, a key operating metric that the Company’s management uses to measure and evaluate teahouses’ sales performance, which represents the sales value of product(s) in consumer orders (excluding unfulfilled, canceled or returned consumer orders, and including relevant value-added taxes) before discounts, if any, are applied, including shipping charges paid by consumers for orders placed on its mobile mini program, but excluding those charges paid by consumers for orders placed on other third-party online delivery platforms.
· Average monthly GMV per teahouse in Greater China is calculated by dividing (i) the sum of GMV generated by the monthly fully operational teahouses in Greater China in each calendar month during the specific period by (ii) the sum of the total number of the monthly fully operational teahouses in Greater China in each calendar month during the corresponding period.
· Same store GMV growth refers to the growth rate of GMV generated by same stores in Greater China and/or overseas during that specific period compared to GMV generated by these same stores during the corresponding period in the preceding year. Same stores are defined to be teahouses that (i) have been in operation for at least 13 months, and (ii) without material operational changes in both comparison periods.
· Non-GAAP net income. Calculated by net income excluding share-based compensation expenses.
· Non-GAAP basic and diluted net income per share. Calculated as non-GAAP net income attributable to the Company’s ordinary shareholders divided by weighted average number of basic and diluted shares.

 

Conference Call

 

The Company’s management team will hold a conference call at 9:00 P.M. U.S. Eastern Time on Thursday, May 28, 2026 (or 9:00 A.M. Hong Kong Time on Friday, May 29, 2026) to discuss the financial results. Details for the conference call are as follows:

 

Event Title: Chagee Holdings Limited First Quarter 2026 Earnings Conference Call
Registration Link: https://register-conf.media-server.com/register/BI80518008ff6f487ca918b727b9bdb672

 

All participants must use the link provided above to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of participant dial-in numbers and a unique access PIN, which can be used to join the conference call.

 

A live and archived webcast of the conference call will be available at the Company’s investor relations website at investor.chagee.com.

 

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About Chagee

 

Chagee is a leading premium tea drinks brand, serving healthy and delicious freshly-made tea drinks. Founded in 2017, Chagee has transformed traditional tea culture into a modern lifestyle experience, leveraging cutting-edge technology and innovative branding. With its commitment to quality, innovation, and cultural connection, Chagee continues to reshape the global tea industry.

 

Use of Non-GAAP Financial Measures

 

The Company considers non-GAAP net income, a non-GAAP financial measure, as a supplemental measure to review and assess the operating performance. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. The Company presents this non-GAAP financial measure because it is used by the management to evaluate the operating performance and formulate business plans. The Company also believes that the use of this non-GAAP measure facilitates investors’ assessment of the operating performance.

 

This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. This non-GAAP financial measure has limitations as an analytical tool. One of the key limitations of using this non-GAAP financial measure is that it does not reflect all items of income and expense that affect the operations. Further, this non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore its comparability may be limited. The Company compensates for these limitations by reconciling this non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating the performance. The Company encourages you to review the financial information in its entirety and not rely on a single financial measure.

 

The Company’s non-GAAP financial measure reflects adjustments for share-based compensation expense. The Company believes that the exclusion of share-based compensation expense is appropriate because it eliminates the impact of non-cash expenses that are based upon valuation methodologies and assumptions that vary over time, and the amount of the expense can vary significantly between companies due to factors that are unrelated to their core operating performance and that can be outside of their control. Although the Company excludes share-based compensation expense from the non-GAAP measure, equity compensation has been, and will continue to be, an important part of future compensation strategy and a significant component of future expenses and may increase in future periods.

 

Exchange Rate Information

 

This announcement contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB6.8980 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of March 31, 2026.

 

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Safe Harbor Statement

 

This announcement contains forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets,” “guidance” and similar statements. Chagee may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Chagee’s beliefs and expectations, including its beliefs and expectations on overseas development, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Chagee’s growth strategies; its future business development, results of operations and financial condition; its ability to retain and attract its customers; its ability to expand into overseas markets as expected; its ability to maintain and enhance the recognition and reputation of its brand; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with its suppliers and business partners; trends and competition in China’s freshly-made tea drinks industry or China’s food and beverage sector in general; changes in its revenues and certain cost or expense items; the expected growth of China’s freshly-made tea drinks industry or China’s food and beverage sector in general; governmental policies and regulations relating to Chagee’s industry; and general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in Chagee’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Chagee undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

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Contact

 

Investor Relations

Robin Yang, Partner
ICR, LLC

Email: Chagee.IR@icrinc.com 
Phone: +1 (212) 537-5825

 

Media Relations

Brad Burgess, SVP

ICR, LLC

Email: Chagee.PR@icrinc.com

 

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CHAGEE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share, per share data or otherwise noted)

 

    As of  
    December 31, 2025     March 31, 2026  
    RMB     RMB     US$  
Assets                  
Current Assets                        
Cash and cash equivalents     7,607,270       7,121,684       1,032,427  
Restricted cash     26,156       24,608       3,567  
Time deposits     259,000       -       -  
Short-term investments     100,093       801,343       116,170  
Accounts receivable, net     145,903       112,227       16,269  
Inventories     228,009       259,149       37,569  
Prepayments and other current assets, net     481,913       495,308       71,805  
Amounts due from related parties     2,085       3,556       515  
Total current assets     8,850,429       8,817,875       1,278,322  
                         
Non-current assets                        
Long-term investments     2,109       2,117       307  
Property and equipment, net     583,670       679,627       98,525  
Deferred tax assets, net     402,821       402,040       58,284  
Right-of-use assets, net     1,275,805       1,337,616       193,914  
Goodwill     97,985       130,071       18,856  
Intangible assets     12,078       11,919       1,728  
Other non-current assets     238,086       271,076       39,299  
Total non-current assets     2,612,554       2,834,466       410,913  
Total Assets     11,462,983       11,652,341       1,689,235  
                         
Liabilities and shareholders' equity                        
Current liabilities                        
Accounts payable     629,789       559,704       81,140  
Contract liabilities, current     293,706       167,013       24,212  
Taxes payable     174,746       212,990       30,877  
Operating lease liabilities, current     424,363       494,368       71,668  
Accrued expenses and other liabilities     1,327,348       1,145,783       166,105  
Total current liabilities     2,849,952       2,579,858       374,002  
                         
Non-current liabilities                        
Contract liabilities, non-current     185,996       158,886       23,033  
Operating lease liabilities, non-current     849,936       856,454       124,160  
Total non-current liabilities     1,035,932       1,015,340       147,193  
Total liabilities     3,885,884       3,595,198       521,195  

 

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CHAGEE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share, per share data or otherwise noted)

 

    As of  
    December 31, 2025     March 31, 2026  
    RMB     RMB     US$  
Shareholders' equity                        
Class A Ordinary shares     93       93       13  
Class B Ordinary shares     49       49       7  
Treasury stock     (210,082 )     (210,082 )     (30,455 )
Additional paid-in capital     3,696,445       3,755,460       544,427  
Statutory reserve     34,913       53,913       7,816  
Retained earnings     3,886,242       4,317,673       625,931  
Accumulated other comprehensive losses     (65,858 )     (92,523 )     (13,413 )
Total shareholders' equity of the Company     7,341,802       7,824,583       1,134,326  
Non-controlling interests     235,297       232,560       33,714  
Total shareholders' equity     7,577,099       8,057,143       1,168,040  
Total liabilities and shareholders' equity     11,462,983       11,652,341       1,689,235  

 

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CHAGEE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except for share, per share data or otherwise noted)

 

    For the three months ended March 31,  
    2025     2026  
    RMB     RMB     US$  
Net revenues                        
Net revenues from franchised teahouses     3,149,922       2,743,942       397,788  
Net revenues from company-owned teahouses     242,789       802,059       116,274  
Total net revenues     3,392,711       3,546,001       514,062  
                         
Cost of materials, storage and logistics     (1,590,285 )     (1,574,492 )     (228,253 )
Company-owned teahouse operating costs     (157,043 )     (497,216 )     (72,081 )
Other operating costs     (172,458 )     (158,965 )     (23,045 )
Sales and marketing expenses     (299,323 )     (306,202 )     (44,390 )
General and administrative expenses     (352,826 )     (461,968 )     (66,971 )
Total operating expenses     (2,571,935 )     (2,998,843 )     (434,740 )
Income from operations     820,776       547,158       79,322  
Financial income/(loss), net     15,694       (1,066 )     (155 )
Others, net     (407 )     21,841       3,166  
Income before income tax     836,063       567,933       82,333  
Income tax expenses     (158,746 )     (120,261 )     (17,434 )
Net income     677,317       447,672       64,899  
Add: Net losses attributable to non-controlling interests     1,541       2,656       385  
Net income attributable to the Company     678,858       450,328       65,284  
Accretion of convertible redeemable preferred shares to redemption value     (16,239 )     -       -  
Cumulative undeclared dividends on convertible redeemable preferred shares     (12,758 )     -       -  
Net income attributable to ordinary shareholders of the Company     649,861       450,328       65,284  
Weighted average number of ordinary shares used in computing net income per share, basic and diluted                        
- Basic     98,743,892       191,100,750       191,100,750  
- Diluted     98,743,892       192,161,649       192,161,649  
Net income per ordinary share                        
- Basic     3.92       2.36       0.34  
- Diluted     3.92       2.34       0.34  
                         

 

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CHAGEE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except for share, per share data or otherwise noted)

 

    For the three months ended March 31,  
    2025     2026  
    RMB     RMB     US$  
Net cash provided by operating activities     360,032       193,320       28,026  
Net cash used in investing activities     (192,479 )     (675,396 )     (97,912 )
Net cash provided by financing activities     202,172       26,902       3,900  
Effect of exchange rate changes on cash and cash equivalents, restricted cash     (5,020 )     (31,960 )     (4,633 )
Net increase/(decrease) in cash and cash equivalents and restricted cash     364,705       (487,134 )     (70,620 )
Cash and cash equivalents, restricted cash at the beginning of the period     4,768,681       7,633,426       1,106,614  
Cash and cash equivalents, restricted cash at the end of the period     5,133,386       7,146,292       1,035,994  

 

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CHAGEE HOLDINGS LIMITED

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST DIRECTLY COMPARABLE GAAP MEASURES

(Unaudited, all amounts in thousands, except for share, per share data or otherwise noted)

 

    For the three months ended March 31,  
    2025     2026  
    RMB     RMB     US$  
A.       Non-GAAP net income                        
Net income     677,317       447,672       64,899  
Net income margin     20.0 %     12.6 %     12.6 %
Adjusted for: Share-based compensation expenses*     -       59,016       8,556  
Non-GAAP net income     677,317       506,688       73,455  
Non-GAAP net income margin     20.0 %     14.3 %     14.3 %
                         
B.        Non-GAAP net income per ordinary share                        
Weighted average number of ordinary shares used in computing net income per share, basic and diluted:                        
- Basic     98,743,892       191,100,750       191,100,750  
- Diluted     98,743,892       192,161,649       192,161,649  
                         
Net income per ordinary share                        
- Basic     3.92       2.36       0.34  
- Diluted     3.92       2.34       0.34  
Adjusted for: Share-based compensation expenses per ordinary share                        
- Basic     -       0.31       0.05  
- Diluted     -       0.31       0.04  
Non-GAAP net income per ordinary share:                        
- Basic     3.92       2.67       0.39  
- Diluted     3.92       2.65       0.38  

 

* The components of the Company’s share-based compensation expenses are as follows (all amounts in thousands):

 

    For the three months ended March 31,  
    2025     2026  
    RMB     RMB     US$  
Other operating costs     -       (5,271 )     (764 )
Sales and marketing expenses     -       (1,622 )     (235 )
General and administrative expenses     -       (52,123 )     (7,556 )

 

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