贝壳 2026年年度报告和过渡报告

FORM20-F OR Commission file number: 001-39436 Securities registered or to be registered pursuant to Section12(b)of the Act: Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual As of December 31, 2025, there were 3,373,256,629 ordinary shares issued and outstanding, being the sum of 3,233,808,859 Class A ordinary shares(excluding the 111,360,915 Class A ordinary shares registered in the name of the depositary bank for future issuance of ADSs upon the exercise orvesting of awards granted under our share incentive plans and 21,608,250 Class A ordinary shares in the form of ADSs repurchased but not cancelled)and 139,447,770 Class B ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.☒Yes☐No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 from their obligations under those Sections. Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a)of theExchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS INTRODUCTION FORWARD-LOOKING INFORMATION PARTIItem 1. Identity of Directors, Senior Management and AdvisersItem 2.Offer Statistics and Expected TimetableItem 3.Key InformationItem 4.Information on the CompanyItem 4A.Unresolved Staff CommentsItem 5.Operating and Financial Review and ProspectsItem 6.Directors, Senior Management and EmployeesItem 7.Major Shareholders and Related Party TransactionsItem 8.Financial InformationItem 9.The Offer and ListingItem 10.Additional InformationItem 11.Quantitative and Qualitative Disclosures about Market RiskItem 12.Description of Securities Other than Equity Securities PARTII196Item 13.Defaults, Dividend Arrearages and Delinquencies196Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds196Item 15.Controls