6-K
Zhihu Inc. (ZH)
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 April 2026
Commission File Number: 001-40253
Zhihu Inc.
(Registrant’s Name)
18 Xueqing Road
Haidian District,Beijing 100083
People’s Republicof China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Announcement—Grant of Restricted Share Units Pursuant to the 2022 Share Incentive Plan |
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.
| Zhihu Inc. | ||
|---|---|---|
| By | : | /s/ Han Wang |
| Name | : | Han Wang |
| Title | : | Chief Financial Officer |
Date: April 16, 2026
Exhibit99.1
HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
ZhihuInc.
(Acompany controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(NYSE:ZH; HKEX: 2390)
GRANTOF RESTRICTED SHARE UNITS
PURSUANTTO THE 2022 SHARE INCENTIVE PLAN
On April 15, 2026, the Company granted an aggregate of 1,530,309 RSUs to certain eligible participants pursuant to the 2022 Share Incentive Plan, subject to acceptances of the Grantees as well as the terms and conditions of the 2022 Share Incentive Plan.
On April 15, 2026, the Company granted an aggregate of 1,530,309 RSUs to certain eligible participants pursuant to the 2022 Share Incentive Plan, representing the same number of Class A Ordinary Shares and approximately 0.61% of the total Shares (on a one share one vote basis) in issue (excluding treasury shares) as at the date of this announcement.
Details of the Grants
The details of the RSUs granted to the Grantees are as follows:
| Date<br> of the Grants: | April 15, 2026 |
|---|---|
| Grantees: | 7 employees of the Group, who<br> are eligible participants pursuant to the 2022 Share Incentive Plan |
| Aggregate<br> number of RSUs granted: | 1,530,309 RSUs |
| Purchase<br> price of the RSUs granted: | US$0.01 per RSU |
| Market<br> price of the Class A Ordinary Shares on the date of the Grants: | HK$8.74<br> per Share, for Class A Ordinary Shares traded on the Stock Exchange on April 15, 2026.<br><br> <br><br><br> <br>US$3.40<br> per ADS, for ADSs traded on the New York Stock Exchange on April 14, 2026 (U.S. Eastern Time),<br> being the trading day on the New York Stock Exchange immediately preceding the date of the<br> Grants. |
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| Vesting<br> period: | As<br> permitted under the 2022 Share Incentive Plan, the RSUs granted to each of such employees have a mixed vesting schedule with a total<br> vesting period (i.e. the period between the vesting commencement date and the last vesting date) of 48 months, where the RSUs shall<br> be vested by several batches with certain RSUs to be vested upon the first anniversary of the vesting commencement date and the last<br> batch to be vested after 12 months of the vesting commencement date. |
|---|---|
| Performance<br> target: | The vesting of the RSUs to the Grantees is subject to the achievement of performance targets.<br><br> <br><br><br> <br>The Company will assess and evaluate the performance and the contribution of the Grantees based on a matrix of indicators that vary according to the roles and responsibilities of the Grantees. In the event of a failure to meet the applicable performance targets for a given period, the portion of the RSUs scheduled to vest in such period shall be void and forfeited. |
| Clawback<br> mechanism: | Pursuant<br> to the terms of the 2022 Share Incentive Plan and the RSU award agreements, if a Grantee’s termination of service is by reason<br> of cause set out in the 2022 Share Incentive Plan or of misconduct events listed in the RSU award agreements, the Grantee’s<br> right to the RSUs shall terminate concurrently with the termination of employment and all unvested RSUs shall immediately become<br> void. In the event of termination of employment however occasioned, the Grantee’s right to unvested RSUs shall terminate and<br> such RSUs shall be forfeited. |
| Arrangements<br> for the Group to provide financial assistance to a Grantee to facilitate the purchase of Shares in relation to such RSUs: | None |
REASONS FOR AND BENEFITS OF THE GRANT
The purpose of the Grants is to (i) promote the success and enhance the value of the Company by linking the personal interests of the Grantees to those of the Company’s Shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s Shareholders, and (ii) provide flexibility to the Company in its ability to motivate, attract, and retain the services of the Grantees upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
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To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, none of the Grantees is (i) a Director, a chief executive, a substantial Shareholder, or an associate of any of them; (ii) a participant with options and awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider with options and awards granted and to be granted exceeding 0.1% of the total issued Shares (excluding treasury shares) in any 12-month period up to and including the date of the Grant. None of the Grants will be subject to approval by the Shareholders. As of the date of this announcement, the Company did not hold any treasury shares.
NUMBER OF SHARES AVAILABLE FOR FUTUREGRANT
As at the date of this announcement and following the above Grants, the number of Class A Ordinary Shares available for future grant of RSUs under the 2022 Share Incentive Plan was 4,021,731, and the number of Class A Ordinary Shares available for future grant of options under the 2022 Share Incentive Plan was 13,042,731.
The 2022 Share Incentive Plan was adopted before the amendments to Chapter 17 of the Listing Rules effective on January 1, 2023. The Company will continue to comply with Chapter 17 (as amended) of the Listing Rules to the extent required by the transitional arrangements for the 2022 Share Incentive Plan.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
| “2022<br> Share Incentive Plan” | the<br> share incentive plan which is a ten-year incentive plan conditionally approved and adopted by our Company on March 30, 2022 |
|---|---|
| “ADS(s)” | American<br> Depositary Share(s), each American Depositary Share representing three Class A Ordinary Shares |
| “Board” | the<br> board of Directors |
| “Class<br> A Ordinary Share(s)” | class<br> A ordinary share(s) in the share capital of the Company with a par value of US$0.000125 each, conferring a holder of a class A ordinary<br> share one vote per Share on any resolution tabled at the Company’s general meeting |
| “Class<br> B Ordinary Share(s)” | class<br> B ordinary share(s) of the share capital of the Company with a par value of US$0.000125 each, conferring weighted voting rights in<br> the Company such that a holder of a class B ordinary share is entitled to ten votes per Share on any resolution tabled at the Company’s<br> general meeting, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per<br> Share |
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| “Company” | Zhihu<br> Inc. (“知乎”, formerly known as “Zhihu Technology Limited”), a company with limited liability<br> incorporated in the Cayman Islands on May 17, 2011 |
|---|---|
| “Director(s)” | the<br> director(s) of the Company |
| “Grant(s)” | the<br> grant(s) of 1,530,309 RSUs to the Grantees pursuant to the 2022 Share Incentive Plan on April 15, 2026 |
| “Grantee(s)” | 7<br> employees of the Group, who are eligible participants under the 2022 Share Incentive Plan and were granted RSUs under the 2022 Share<br> Incentive Plan on April 15, 2026 |
| “Group” | the<br> Company, its subsidiaries and its consolidated affiliated entities from time to time |
| “HK$” | Hong<br> Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the<br> Hong Kong Special Administrative Region of the People’s Republic of China |
| “Listing Rules” | the<br> Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “Reserved Matters” | those<br> matters resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the articles<br> of association of the Company (as amended from time to time), being: (i) any amendment to the memorandum of association or articles<br> of association of the Company, including the variation of the rights attached to any class of shares, (ii) the appointment, election<br> or removal of any independent non-executive Director, (iii) the appointment or removal of the Company’s auditors, and (iv)<br> the voluntary liquidation or winding-up of the Company |
| “RSU(s)” | restricted<br> share unit(s) |
| “Share(s)” | the Class A Ordinary Share(s) and the Class B Ordinary Share(s) in the share capital of the Company, as the context so requires |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “subsidiary(ies)” | has the meaning ascribed to it under the Listing<br> Rules |
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| “substantial<br> Shareholder(s)” | has<br> the meaning ascribed to it under the Listing Rules |
|---|---|
| “treasury<br> shares” | has<br> the meaning ascribed to it under the Listing Rules |
| “weighted<br> voting right” | has<br> the meaning ascribed to it under the Listing Rules |
| “%” | percent |
| By<br> Order of the Board | |
| --- | |
| Zhihu<br> Inc. | |
| Yuan<br> Zhou | |
| Chairman |
Hong Kong, April 15, 2026
As of the dateof this announcement, the Board comprises Mr. Yuan Zhou as an executive Director, Mr. Dahai Li, Mr. Zhaohui Li and Mr. Bing Yu as non-executiveDirectors and Ms. Hope Ni, Mr. Derek Chen and Dr. Li-Lan Cheng as independent non-executive Directors.
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