PDD 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 March 2026

Commission File Number: 001-38591

PDD Holdings Inc.

First Floor, 25 St Stephen’s Green,

Dublin 2, D02 XF99

Ireland

(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   ¨

Exhibit Index

Exhibit 99.1—Press Release (Earnings Release)

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.

PDD HOLDINGS INC.
By	:	/s/ Lei Chen
Name	:	Lei Chen
Title	:	Co-Chairman of the Board of Directors and Co-Chief Executive Officer
By	:	/s/ Jiazhen Zhao
---	---	---
Name	:	Jiazhen Zhao
Title	:	Co-Chairman of the Board of Directors and Co-Chief Executive Officer

Date: March 26, 2026

Exhibit 99.1

PDD HoldingsAnnounces Fourth Quarter 2025 and Fiscal Year 202****5 Unaudited Financial Results

DUBLIN and SHANGHAI, March 25, 2026 (GLOBE NEWSWIRE) – PDD Holdings Inc. (“PDD Holdings” or the “Company”) (NASDAQ: PDD), today announced its unaudited financial results for the fourth quarter ended and the fiscal year ended December 31, 2025.

Fourth****Quarter 2025 Highlights

·	Total revenues in the quarter were RMB123,912.2 million (US$^1^17,719.2<br> million), an increase of 12% from RMB110,610.1 million in the same quarter of 2024.
·	Operating profit in the quarter was RMB27,719.7 million (US$3,963.9 million), compared with<br> RMB25,592.2 million in the same quarter of 2024. Non-GAAP^2^ operating profit in the quarter was RMB29,474.1 million (US$4,214.7 million), compared<br> with RMB27,996.5 million in the same quarter of 2024.
---	---
·	Net income attributable to ordinary shareholders in the quarter was RMB24,541.0 million<br> (US$3,509.3 million), a decrease of 11% from RMB27,446.6 million in the same quarter of 2024.<br> Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB26,295.4<br> million (US$3,760.2 million), a decrease of 12% from RMB29,850.9 million in the same quarter<br> of 2024.
---	---

"Over the past year, we stayed firmly committed to our strategic focus on high-quality development," said Mr. Lei Chen, Co-Chairman and Co-Chief Executive Officer of PDD Holdings. "We will continue to uphold our long-term philosophy, channeling greater resources into the stakeholders we serve, as we look ahead to the next decade of growth."

"2026 marks the beginning of our journey into the next decade," said Mr. Jiazhen Zhao, Co-Chairman and Co-Chief Executive Officer of PDD Holdings. "Going into this new chapter, supply chain investment is where we will place our greatest conviction. We are committed to dedicating significant resources, with an all-in mindset, to drive lasting benefits to the entire ecosystem."

"The external environment and competitive landscape are undergoing rapid changes. To meet the evolving needs of consumers, we must continually explore and make investments," said Ms. Jun Liu, VP of Finance of PDD Holdings. "These investments are firm and long-term, and will inevitably affect our financial performance."

^1^ This announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB6.9931 to US$1.00, the noon buying rate in effect on December 31, 2025 as set forth in the H.10 Statistical Release of the Federal Reserve Board.

^2^ The Company’s non-GAAP financial measures exclude share-based compensation expenses and fair value change of certain investments. See “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measures” set forth at the end of this press release.

1

Fourth****Quarter 2025 Unaudited Financial Results

Total revenueswere RMB123,912.2 million (US$17,719.2 million), an increase of 12% from RMB110,610.1 million in the same quarter of 2024. The increase was primarily due to the increase in revenues from online marketing services and transaction services.

·	Revenues from online marketing services and others were RMB60,010.1 million (US$8,581.3<br> million), an increase of 5% from RMB57,011.1 million in the same quarter of 2024.
·	Revenues from transaction services were RMB63,902.1 million (US$9,137.9 million), an increase<br> of 19% from RMB53,599.0 million in the same quarter of 2024.
---	---

Total costsof revenues were RMB55,155.6 million (US$7,887.1 million), an increase of 15% from RMB47,798.4 million in the same quarter of 2024. The increase mainly came from the increased fulfilment fees, bandwidth and server costs, and payment processing fees.

Total operatingexpenses were RMB41,037.0 million (US$5,868.2 million), an increase of 10% from RMB37,219.5 million in the same quarter of 2024. The increase was primarily due to the increase in sales and marketing expenses.

·	Sales and marketing expenses were RMB34,352.3 million (US$4,912.3 million), compared<br> with RMB31,356.9 million in the same quarter of 2024.
·	General and administrative expenses were RMB1,689.7 million (US$241.6 million), compared<br> with RMB2,085.4 million in the same quarter of 2024.
---	---
·	Research and development expenses were RMB4,994.9 million (US$714.3 million), compared<br> with RMB3,777.2 million in the same quarter of 2024.
---	---

2

Operating profitin the quarter was RMB27,719.7 million (US$3,963.9 million), compared with RMB25,592.2 million in the same quarter of 2024. Non-GAAP operating profit in the quarter was RMB29,474,1 million (US$4,214.7 million), compared with RMB27,996.5 million in the same quarter of 2024.

Net income attributableto ordinary shareholders in the quarter was RMB24,541.0 million (US$3,509.3 million), a decrease of 11% from RMB27,446.6 million in the same quarter of 2024. Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB26,295.4 million (US$3,760.2 million), a decrease of 12% from RMB29,850.9 million in the same quarter of 2024.

Basic earningsper ADS was RMB17.50 (US$2.50) and diluted earnings per ADS was RMB16.51 (US$2.36), compared with basic earnings per ADS of RMB19.76 and diluted earnings per ADS of RMB18.53 in the same quarter of 2024. Non-GAAP diluted earnings per ADS was RMB17.69 (US$2.53), compared with RMB20.15 in the same quarter of 2024.

Net cash generatedfrom operating activities was RMB24,119.5 million (US$3,449.0 million), compared with RMB29,547.2 million in the same quarter of 2024.

Cash,cash equivalents and short-term investments were RMB422.3 billion (US$60.4 billion) as of December 31, 2025, compared with RMB331.6 billion as of December 31, 2024.

Other non-currentassets were RMB104.7 billion (US$15.0 billion) as of December 31, 2025, compared with RMB83.4 billion as of December 31, 2024, which mainly included time deposits, held-to-maturity debt securities, and available-for-sale debt securities.

Fiscal Year****2025 Unaudited Financial Results

Total revenueswere RMB431,845.7 million (US$61,753.1 million), an increase of 10% from RMB393,836.1 million in 2024. The increase was primarily due to the increase in revenues from online marketing services and transaction services.

·	Revenues from online marketing services and others were RMB217,783.0 million (US$31,142.6<br> million), an increase of 10% from RMB197,934.2 million in 2024.
·	Revenues from transaction services were RMB214,062.7 million (US$30,610.6 million), an<br> increase of 9% from RMB195,901.9 million in 2024.
---	---

Total costsof revenues were RMB188,801.8 million (US$26,998.3 million), an increase of 23% from RMB153,900.4 million in 2024. The increase mainly came from the increased fulfilment fees, bandwidth and server costs, and payment processing fees.

Total operatingexpenses were RMB148,419.9 million (US$21,223.8 million), an increase of 13% from RMB131,512.9 million in 2024. The increase was primarily due to the increase in sales and marketing expenses.

·	Sales and marketing expenses were RMB125,287.9 million (US$17,915.9 million), an increase<br> of 13% from RMB111,300.5 million in 2024, mainly due to the increased spending in promotion<br> and advertising activities.

3

·	General and administrative expenses were RMB6,635.8 million (US$948.9 million), compared<br> with RMB7,553.0 million in 2024.
·	Research and development expenses were RMB16,496.2 million (US$2,358.9 million), an increase<br> of 30% from RMB12,659.4 million in 2024, primarily due to the increase in staff related costs,<br> and bandwidth and server costs.
---	---

Operating profitwas RMB94,624.1 million (US$13,531.1 million), a decrease of 13% from RMB108,422.9 million in 2024. Non-GAAP operatingprofit was RMB102,561.0 million (US$14,666.0 million), a decrease of 13% from RMB118,306.4 million in 2024.

Net income attributableto ordinary shareholders was RMB99,364.5 million (US$14,208.9 million), a decrease of 12% from RMB112,434.5 million in 2024. Non-GAAP net income attributable to ordinary shareholders was RMB107,301.4 million (US$15,343.9 million), a decrease of 12% from RMB122,343.6 million in 2024.

Basic earningsper ADS was RMB71.09 (US$10.17) and diluted earnings per ADS was RMB67.03 (US$9.59), compared with basic earnings per ADS of RMB81.24 and diluted earnings per ADS of RMB76.01 in 2024. Non-GAAP diluted earnings per ADS was RMB72.38 (US$10.36), compared with RMB82.71 in 2024.

Net cash generatedfrom operating activities was RMB106,938.7 million (US$15,292.0 million), compared with RMB121,929.3 million in 2024, mainly due to the decrease in net income.

4

Conference Call

The Company’s management will hold an earnings conference call at 7:30 AM ET on March 25, 2026 (11:30 AM GMT and 7:30 PM HKT on the same day).

The conference call will be webcast live at https://investor.pddholdings.com/investor-events. The webcast will be available for replay at the same website following the conclusion of the call.

Use of Non-GAAP Financial Measures

In evaluating the business, the Company considers and uses non-GAAP measures, such as non- GAAP operating profit, non-GAAP net income attributable to ordinary shareholders, non-GAAP diluted earnings per ordinary share, and non-GAAP diluted earnings per ADS, as supplemental measures to review and assess operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s non-GAAP financial measures exclude the impact of share-based compensation expenses and fair value change of certain investments.

The Company presents these non-GAAP financial measures because they are used by management to evaluate operating performance and formulate business plans. The Company believes that the non-GAAP financial measures help identify underlying trends in its business by excluding the impact of share-based compensation expenses and fair value change of certain investments, which are non-cash charges. The Company also believes that the non-GAAP financial measures may provide further information about the Company’s results of operations, and enhance the overall understanding of the Company’s past performance and future prospects.

The Company’s non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. These non-GAAP financial measures do not reflect all items of income and expenses that affect the Company’s operations and do not represent the residual cash flow available for discretionary expenditures. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. The Company encourages you to review the Company’s financial information in its entirety and not rely on a single financial measure.

For more information on the non-GAAP financial measures, please see the table captioned “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measures” set forth at the end of this press release.

5

Safe Harbor Statements

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the business outlook and quotations from management in this announcement, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company 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. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs and expectations, 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: the Company’s growth strategies; its future business development, results of operations and financial condition; its ability to understand buyer needs and provide products and services to attract and retain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with merchants; trends and competition in the e-commerce markets globally and in the countries or regions where the Company has operations; changes in its revenues and certain cost or expense items; the expected growth of e-commerce markets globally and in the countries or regions where the Company has operations; developments in the relevant governmental policies and regulations relating to the Company’s industry; and general economic and business conditions globally and in the countries or regions where the Company has operations; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’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 the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

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About PDD Holdings

PDD Holdings is a multinational commerce group that owns and operates a portfolio of businesses. PDD Holdings aims to bring more businesses and people into the digital economy so that local communities and small businesses can benefit from the increased productivity and new opportunities.

For investor and media inquiries, please contact:

[email protected]

[email protected]

7

PDD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”))

	As<br> of
	December<br><br> 31, 2024		December<br><br> 31, 2025
	RMB		RMB<br><br> (Unaudited)		US<br> (Unaudited)
ASSETS
Current assets
Cash and cash equivalents		57,768,053		108,900,587
Restricted cash		68,426,368		73,830,824
Receivables from online payment platforms		3,679,309		5,109,129
Short-term investments		273,791,856		313,407,682
Amounts due from related parties		7,569,180		10,205,128
Prepayments and other current assets		4,413,466		7,526,542
Total current assets		415,648,232		518,979,892
Non-current assets
Property, equipment and software, net		879,327		1,306,044
Intangible assets		19,170		15,387
Right-of-use assets		5,064,351		4,863,332
Deferred tax assets		15,998		171,959
Other non-current assets		83,407,238		104,707,713
Total non-current assets		89,386,084		111,064,435
Total Assets		505,034,316		630,044,327

All values are in US Dollars.

8

PDD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”))

	As of
	December<br> 31, 2024		December <br><br> 31, 2025
	RMB		RMB<br><br> (Unaudited)		US <br> (Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Amounts due to related parties		801,859		1,086,540
Customer advances and deferred revenues		2,947,041		3,378,789
Payable to merchants		91,655,947		107,407,160
Accrued expenses and other liabilities		69,141,831		80,135,909
Merchant deposits		16,460,600		17,708,197
Convertible bonds, current portion		5,309,597		-
Lease liabilities		2,105,978		2,498,643
Total current liabilities		188,422,853		212,215,238
Non-current liabilities
Lease liabilities		3,191,565		2,880,152
Deferred tax liabilities		106,774		41,851
Total non-current liabilities		3,298,339		2,922,003
Total Liabilities		191,721,192		215,137,241
Shareholders’ equity
Ordinary shares		180		182
Additional paid-in capital		117,829,308		125,767,661
Statutory reserves		237,680		1,338,261
Accumulated other comprehensive income		7,824,545		2,115,683
Retained earnings		187,421,411		285,685,299
Total Shareholders’ Equity		313,313,124		414,907,086
Total Liabilities and Shareholders’<br> Equity		505,034,316		630,044,327

All values are in US Dollars.

9

PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands of RMB and US$)

	For the<br> three months ended December 31,								For the year ended December 31,
	2024			2025					2024			2025
	RMB			RMB			US		RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)					(Unaudited)			(Unaudited)
Revenues		110,610,106			123,912,194					393,836,097			431,845,713
Costs of revenues		(47,798,376	)		(55,155,561	)		)		(153,900,374	)		(188,801,753	)		)
Sales and marketing<br> expenses		(31,356,941	)		(34,352,348	)		)		(111,300,533	)		(125,287,932	)		)
General and<br> administrative expenses		(2,085,396	)		(1,689,726	)		)		(7,552,967	)		(6,635,803	)		)
Research<br> and development expenses		(3,777,178	)		(4,994,884	)		)		(12,659,361	)		(16,496,164	)		)
Total<br> operating expenses		(37,219,515	)		(41,036,958	)		)		(131,512,861	)		(148,419,899	)		)
Operating<br> profit		25,592,215			27,719,675					108,422,862			94,624,061
Interest and<br> investment income, net		5,233,232			6,372,854					20,553,493			25,583,848
Foreign exchange<br> gain/(loss)		860,526			(659,932	)		)		587,866			(1,966,622	)		)
Other<br> income/(loss), net		726,735			(605,083	)		)		3,119,847			2,726,933
Profit<br> before income tax and share of results of equity investees		32,412,708			32,827,514					132,684,068			120,968,220
Share of results<br> of equity investees		116,725			159,801					17,225			129,005
Income<br> tax expenses		(5,082,796	)		(8,446,316	)		)		(20,266,781	)		(21,732,756	)		)
Net<br> income		27,446,637			24,540,999					112,434,512			99,364,469

All values are in US Dollars.

10

PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands of RMB and US$, except for per share data)

	For the<br> three months ended December 31,					For the year ended December 31,
	2024		2025			2024		2025
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Net<br> income		27,446,637		24,540,999			112,434,512		99,364,469
Net<br> income attributable to ordinary shareholders		27,446,637		24,540,999			112,434,512		99,364,469
Earnings<br> per ordinary share:
-Basic		4.94		4.37			20.31		17.77
-Diluted		4.63		4.13			19.00		16.76
Earnings<br> per ADS (4 ordinary shares equals 1 ADS):
-Basic		19.76		17.50			81.24		71.09
-Diluted		18.53		16.51			76.01		67.03
Weighted-average<br> number of outstanding ordinary shares (in thousands):
-Basic		5,556,776		5,610,358			5,536,049		5,590,930
-Diluted		5,925,278		5,946,787			5,916,592		5,929,576

All values are in US Dollars.

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PDD HOLDINGS INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

	For the<br> three months ended December 31,					For the year ended December 31,
	2024		2025			2024		2025
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Revenues
- Online marketing services and others		57,011,061		60,010,065			197,934,192		217,783,028
- Transaction services		53,599,045		63,902,129			195,901,905		214,062,685
Total		110,610,106		123,912,194			393,836,097		431,845,713

All values are in US Dollars.

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PDD HOLDINGS INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

	For the<br> three months ended December 31,					For the year ended December 31,
	2024		2025			2024		2025
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Share-based compensation expenses included in:
Costs of revenues		312,776		45,104			412,721		248,210
Sales and marketing expenses		256,314		352,963			2,216,792		2,000,790
General and administrative expenses		1,087,472		782,513			4,742,816		3,430,903
Research and development expenses		747,693		573,844			2,511,235		2,257,068
Total		2,404,255		1,754,424			9,883,564		7,936,971

All values are in US Dollars.

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of RMB and US$)

	For the<br> three months ended December 31,								For the year ended December 31,
	2024			2025					2024			2025
	RMB			RMB			US		RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)					(Unaudited)			(Unaudited)
Net<br> cash generated from operating activities		29,547,160			24,119,546					121,929,292			106,938,690
Net cash (used<br> in)/generated from investing activities		(30,545,257	)		1,538,248					(118,356,036	)		(43,423,236	)		)
Net cash generated<br> from/(used in) financing activities		274			(5,228,476	)		)		1,164			(5,227,353	)		)
Effect<br> of exchange rate changes on cash, cash equivalents and restricted cash		1,503,749			(1,087,377	)		)		840,096			(1,751,111	)		)
Increase in<br> cash, cash equivalents and restricted cash		505,926			19,341,941					4,414,516			56,536,990
Cash, cash equivalents and restricted cash at beginning of period/year		125,688,495			163,389,470					121,779,905			126,194,421
Cash,<br> cash equivalents and restricted cash at end of period/year		126,194,421			182,731,411					126,194,421			182,731,411

All values are in US Dollars.

14

PDD HOLDINGS INC.

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

(Amounts in thousands of RMB and US$, except for per share data)

	For the<br> three months ended December 31,					For the year ended December 31,
	2024		2025			2024		2025
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Operating<br> profit		25,592,215		27,719,675			108,422,862		94,624,061
Add:<br> Share-based compensation expenses		2,404,255		1,754,424			9,883,564		7,936,971
Non-GAAP<br> operating profit		27,996,470		29,474,099			118,306,426		102,561,032
Net income attributable<br> to ordinary shareholders		27,446,637		24,540,999			112,434,512		99,364,469
Add: Share-based<br> compensation expenses		2,404,255		1,754,424			9,883,564		7,936,971
Add:<br> Loss from fair value change of certain investments		29		-			25,485		-
Non-GAAP<br> net income attributable to ordinary shareholders		29,850,921		26,295,423			122,343,561		107,301,440
Non-GAAP diluted<br> weighted-average number of ordinary shares outstanding (in thousands)		5,925,278		5,946,787			5,916,592		5,929,576
Diluted earnings<br> per ordinary share		4.63		4.13			19.00		16.76
Add:<br> Non-GAAP adjustments to earnings per ordinary share		0.41		0.29			1.68		1.34
Non-GAAP<br> diluted earnings per ordinary share		5.04		4.42			20.68		18.10
Non-GAAP<br> diluted earnings per ADS		20.15		17.69			82.71		72.38

All values are in US Dollars.

15