SCHEDULE 13D/A: Zhihu Inc. Beneficial Ownership Rises to 6.0% Through Share Repurchases for Incentive Plan

Plus Channel Limited and Kastle Limited, reporting persons for Zhihu Inc., have increased their beneficial ownership of Class A ordinary shares to 6.0% through continued share repurchases funded by the Issuer's working capital for its 2022 share incentive plan.

Summary

• This Amendment No. 1 to Schedule 13D updates the beneficial ownership of Class A ordinary shares of Zhihu Inc. by Plus Channel Limited and Kastle Limited.
• The Reporting Persons continued to conduct share repurchases on the New York Stock Exchange and the Stock Exchange of Hong Kong Limited.
• Funds for these repurchases were provided by Zhihu Inc. from its working capital.
• The Class A ordinary shares beneficially owned are held on trust under Zhihu Inc.'s share incentive plan adopted in 2022.
• The aggregate beneficial ownership by the Reporting Persons is 15,034,280 Class A ordinary shares.
• This total includes 14,166,780 Class A ordinary shares in the form of 4,722,260 American Depositary Shares (ADSs) and 867,500 Class A ordinary shares held directly by Plus Channel Limited.
• The beneficial ownership represents 6.0% of the total 249,124,676 issued and outstanding Class A ordinary shares of Zhihu Inc. as of February 28, 2025.
• A material change occurred on April 3, 2025, with the repurchase of 246,000 Class A ordinary shares (equivalent to 82,000 ADSs), which increased the Reporting Persons' shareholding to 6.0%.

Sentiment

Score: 7

Explanation: The filing details a routine corporate action (share repurchases for an incentive plan) funded by working capital. This is generally a positive indicator of financial health and commitment to employee alignment, with no negative disclosures.

Positives

• The continued share repurchases indicate a commitment to the company's share incentive plan, which can help align employee interests with shareholder value.
• The repurchases are funded by the Issuer's working capital, suggesting the company has sufficient liquidity for this purpose.
• The increase in beneficial ownership by entities associated with the company for an incentive plan can be viewed as a positive signal regarding internal confidence and long-term employee retention strategies.

Future Outlook

The document indicates a continued commitment to the Issuer's 2022 share incentive plan, as the repurchased shares are held on trust for this purpose.

Management Comments

• "The Reporting Persons hold the Class A ordinary shares they beneficially owned on trust under the Issuer's share incentive plan adopted in 2022."

Industry Context

Share incentive plans and share repurchases are common corporate finance strategies employed across industries to manage equity, compensate employees, and align their interests with shareholders. This filing indicates Zhihu Inc. is actively utilizing these mechanisms as part of its human capital and equity management strategy, consistent with practices in the technology and growth sectors.

Stakeholder Impact

• Shareholders: The share repurchases, while for an incentive plan, can help manage dilution and align employee interests with shareholder value.
• Employees: Directly benefit from the share incentive plan, receiving equity compensation that ties their performance to the company's success.

Next Steps

• Continued operation and management of the 2022 share incentive plan by Zhihu Inc.

Key Dates

Recommendation

Keywords

Zhihu Inc., Class A ordinary shares, Schedule 13D, share repurchase, share incentive plan, beneficial ownership, ADSs, Plus Channel Limited, Kastle Limited, SEC filing