You should read the following discussion and analysis of our financial position and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. A. Operating Results Overview The FTA platform is a leading digital freight platform in China, connecting shippers with truckers to facilitate shipments across distance ranges, cargo weights and types. We have transformed China’s road transportation industry by pioneering a digital, standardized and smart logistics infrastructure across the value chain. We have built a vibrant ecosystem of millions of shippers and truckers. In the fourth quarter of 2025, an average number of approximately 3.28 million shippers posted shipping orders on the FTA platform each month, and 4.6 million truckers fulfilled shipping orders on the FTA platform in 2025. In 2025, the Group facilitated 236.3 million fulfilled orders. FTA was formed in 2017 through the business merger of Yunmanman and Huochebang, which were founded in 2013 and 2011, respectively. The Group has over ten years of operational track record, and in the process has accumulated valuable insights, know-how, technology and data, which we believe have provided the Group with a sustainable competitive advantage for its future growth. The Group’s total net revenues were RMB8,436.2 million, RMB11,238.6 million and RMB12,489.9 million (US$1,786.0 million) in the years ended December 31, 2023, 2024 and 2025, respectively. The Group recorded net income of RMB2,227.1 million, RMB3,123.4 million and RMB4,459.1 million (US$637.6 million) in 2023, 2024 and 2025, respectively. The Group recorded non-GAAP adjusted net income of RMB2,797.0 million, RMB4,020.4 million and RMB4,794.7 million (US$685.6 million) in 2023, 2024 and 2025, respectively. Monetization Model To fulfill our mission to empower enterprises with greater logistics competitiveness, we have built a digital, standardized and smart platform that seamlessly connects shippers and truckers. Scalability and transaction volume are core to the Group’s platform strategy. We aim to create the broadest and deepest logistics network across distance ranges, cargo weights and types and vehicle types to maximize our network effects and provide a better user experience. The Group grew rapidly in recent years in terms of number of users and transaction volume on the FTA platform. The table below sets forth average shipper MAUs and fulfilled orders for the periods indicated. 129 Table of Contents For the Three Months Ended March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 Average shipper MAUs (in millions) 1.75 2.00 2.13 2.24 2.14 2.65 2.84 2.93 2.76 3.16 3.35 3.28 Fulfilled orders (in millions) 30.3 40.2 42.5 45.8 39.3 49.1 51.9 56.9 48.2 60.8 63.4 63.9 In addition to the growth of the FTA platform, the Group has introduced various forms of monetization that support the sustainable development of the FTA platform and provide validation for its business model. The Group generates revenue primarily from (i) freight matching services, which include freight listing service, freight brokerage service and transaction service, as well as (ii) various value-added services. The Group’s revenues from freight listing service, freight brokerage service and transaction service are primarily driven by the level of transaction activities on the FTA platform. Set forth below is a description of the Group’s monetization approach towards transaction activities on the FTA platform. The Group started monetizing freight matching services in 2018 by charging membership fees from frequent shippers for the right to post more shipping orders than non-paying shippers. In the same year, the Group launched freight brokerage service through its consolidated affiliates. The consolidated affiliates enter into shipping contracts with shippers and entrust truckers on the FTA platform to fulfill those shipping orders. After the fulfillment of shipping orders, the FTA platform transfers shippers’ shipping fees to truckers and deduct the FTA platform freight brokerage service fees from shippers’ accounts. The consolidated affiliates earn platform service fee in connection with the freight brokerage service, which is the difference between the service fee collected from shippers and the shipping fee paid to truckers. The consolidated affiliates are obligated to pay the full amount of VAT on the service fee collected from shippers. The Group takes into consideration the VAT obligation the consolidated affiliates assume under the contracts with shippers and truckers, as well as other relevant factors when setting the rate of the FTA platform service fee. Starting from August 2025, the Group increased the service fee rate for freight brokerage service to ensure sustainability of such service. For further information, see “—Components of Results of Operations—Revenues—Freight Matching Services—Freight Brokerage Service.” Building on the technology and operational know-how developed from the freight listing and brokerage services, the Group subsequently launched online transaction service to further digitalize shipping transactions and enable shippers and truckers to transact through the FTA platform. A key feature of online transaction service is that truckers are required to pay deposits to secure shipping orders, which has helped to improve service quality and increase fulfillment rates. The deposits are paid by truckers to an escrow bank account at a third-party commercial bank and will be released to shipper’ s bank account or refunded to trucker’ s bank account upon completion or cancellation of the relevant transactions, as applicable. The Group also offers shippers the option to track the transactions at each step in real-time. In the second half of 2020, the Group started monetizing online transaction service by collecting transaction service fees from truckers on selected types of shipping orders originating from an initial batch of three cities, namely Hangzhou, Huzhou and Shaoxing. The amount of transaction service fees is charged based on shipping fee. The Group’s daily average order volume and trucker retention remained stable in these cities since then, demonstrating platform users’ acceptance of such transaction service fees. The Group subsequently started collecting transaction service fees from truckers on selected types of shipping orders originating from certain other cities. In addition, in certain innovative businesses, the Group charges truckers membership fees, which entitle them to deduct or waive above-mentioned transaction service fees for a certain period of time, usually one week or one month. 130 Table of Contents The Group also generates revenue from value-added services that cater to various essential needs of shippers and truckers, including credit solutions, insurance brokerage, electronic toll collection, or ETC, services and energy services, among others. We believe the Group is at an early stage of monetization, because the Group launched the transaction service fee model for the online transaction service in the second half of 2020. The Group has been rolling out transaction service fees in more cities and ramping up penetration since then. The Group may also explore other revenue models to monetize its online transaction service. As the FTA platform continues to evolve, we believe the Group will be able to achieve revenue growth as it brings incremental value to industry participants. Key Factors Affecting the Group’s results of operations The Group’s business and results of operations are affected by various factors, including the following key factors: Economic and Industry Trends In China The Group’s results of operations are affected by the overall growth and prosperity of the road transportation industry in China, which in turn is affected by several factors, such as China’s overall economic growth, the standardization and digitalization of China road transportation industry, the change in freight rate, supply and demand in China’s road transportation industry and the regulatory environment for China’s road transportation and internet service industries. Changes in any of these general industry conditions and the Group’s ability to adapt to such changes could affect its business and results of operation. Our Ability to Attract and Retain Shippers and Truckers on the FTA Platform The FTA platform is a leading digital freight platform in China. With over ten years of operational experience, the Group has accumulated deep industry know-how and data insights, which have enabled the Group to continuously expand its service offerings and enhance user experience on the FTA platform. The FTA platform had approximately 3.28 million shipper MAUs in the fourth quarter of 2025, representing a year-over-year growth of 11.6%, and 4.6 million truckers fulfilled shipping orders on the FTA platform in 2025. The CRO announced the initiation of a cybersecurity review of the Yunmanman and Huochebang apps on July 5, 2021. During the cybersecurity review, the Yunmanman and Huochebang apps were required to suspend new user registration. Based on notification by the CRO, we have resumed new user registration on the Yunmanman and Huochebang apps since June 29, 2022. The Group will continue enhancing its operational support for new user onboarding. With the powerful networks of the FTA platform, the Group is well positioned to attract even more shippers and truckers. The growth of shippers and truckers on the FTA platform relies on, among other things, the Group’s abilities to accelerate the speed of freight matching, provide high-quality solutions and protect the interests of both shippers and truckers. As the Group continued to drive user engagement through superior user experience offered by the FTA platform, the Group’s shipper and trucker retention rates remained steady. In the twelve months ended December 31, 2025, the Group’s 12-month retention rate of paying shippers was approximately 80%, which is calculated by dividing the number of shippers who were both paying members in January 2025 and active shippers in December 2025 by the number of paying members in December 2025. In December 2025, the Group’s next month’s retention rate of truckers was over 85%, which is calculated by dividing the number of truckers who responded to the shipping orders on the FTA platform in both November and December 2025 by the number of truckers who responded to shipping orders on the FTA platform in November 2025. Our Ability to Drive Engagement and Transaction Activities of Users on the FTA Platform With a large user base, we aim to increase the engagement and the Group’s wallet share of users to further drive the growth of its market share, which depends on the Group’s ability to enhance user experience and provide comprehensive service offerings. We plan to improve the efficiency of the freight matching services through further digitalization and standardization of transaction processes, as well as enhancement of the Group’s core technologies, including big data analytics and data labeling. We will also continue to focus on protecting the rights and interests of shippers and truckers by further investments in enhancing user ecosystem construction. We believe our efforts will allow the Group to enhance user retention and increase customer lifetime value on the FTA platform. For example, the Group has launched several features to further streamline the transaction process between shippers and truckers. The “tap and go” feature allows a shipper to post shipping orders with a fixed price, which replaces price negotiation between shippers and truckers. 131 Table of Contents We also plan to broaden the Group’s service offerings to deliver one-stop platform experience to users. In particular, we plan to further expand and refine the Group’s service offerings, thereby connecting with more ecosystem participants and enhancing the network effects of the FTA platform. Our Ability to Monetize the Group’s Services The Group’s profitability will depend to a large extent on its ability to monetize the online transaction service of matching shippers with truckers. Historically, the Group’s revenue from its digital freight platform primarily consisted of membership fees from shippers and service fees from shippers using the freight brokerage service. The Group started charging transaction service fees from truckers in the second half of 2020 for selected types of shipments that originated from an initial batch of three cities. We believe this revenue model is supported by our compelling value propositions to both shippers and truckers, and we have introduced this revenue model to additional cities and experienced success in these cities. We believe there are significant opportunities to introduce this revenue model to more cities and raise transaction service fees rate, although our ability to continue to capture such opportunities remains untested. Our efforts to monetize the online transaction service will significantly affect the Group’s results of operations. In addition, we plan to enhance our monetization capability by broadening the Group’s offerings and providing new value-added services and innovative initiatives catering to various essential needs of shippers and truckers on the FTA platform, which may bring us incremental revenue opportunities. Our Ability to Leverage Our Scale of Business to Manage Operating Costs and Expenses The Group’s results of operations depend on its ability to manage its costs and expenses. We believe the Group’s marketplace model has significant operating leverage and enables the Group to realize structural cost savings. The Group’s increasing scale of business and synergies across its business lines may lead to lower marginal operating costs and expenses. We believe the Group’s continued investment in technology and infrastructure also contributes to the increase of operational efficiency, enabling the same number of employees to deliver higher productivity over time. On the other hand, we may seek to expand the Group’s market share in certain verticals, and the Group may offer more user incentives and incur increased marketing expenses. The Group’s profitability will depend on the cost efficiency of its marketing efforts in relation to some or all of these new initiatives. The Group’s consolidated affiliates pay a significant amount of VAT to government authorities in connection with the freight brokerage service. VAT, related tax surcharges and other tax costs, net of grants from government authorities, represents a major portion of the Group’s cost of revenues. Starting from August 2025, the Group increased the service fee rate for freight brokerage service to ensure sustainability of such service and to better align the pricing of such service with its cost structure. Components of Results of Operations Revenues The Group generates revenues from (i) freight matching services provided through the consolidated affiliates and PRC subsidiaries, and (ii) value-added services primarily provided through our PRC subsidiaries. 132 Table of Contents The following table sets forth a breakdown of the Group’s revenues, each expressed in the absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except percentages) Revenues(1) Freight matching services 7,053,525 83.6 9,455,134 84.1 10,496,771 1,501,018 84.0 Freight brokerage service 3,916,409 46.4 4,726,989 42.1 4,199,393 600,505 33.6 Freight listing service 828,152 9.8 879,489 7.8 980,158 140,161 7.8 Transaction service(2) 2,308,964 27.4 3,848,656 34.2 5,317,220 760,352 42.6 Value-added services 1,382,634 16.4 1,783,504 15.9 1,993,088 285,008 16.0 Credit solutions 1,001,892 11.9 1,341,434 11.9 1,474,413 210,838 11.8 Other value-added services 380,742 4.5 442,070 4.0 518,675 74,170 4.2 Total 8,436,159 100.0 11,238,638 100.0 12,489,859 1,786,026 100.0 (1) The Group recognizes revenue without deducting the related VAT, as we determine that the Group is the primary obligor of the VAT in the PRC, and such VAT are included in the cost of revenues. RMB4,172.7 million, RMB5,097.7 million and RMB4,671.4 million (US$668.0 million) of the Group’s revenues were attributable to VAT in the years ended December 31, 2023, 2024 and 2025, respectively, which were primarily related to VAT charged for freight brokerage service. The gross amount of VAT included in the cost of revenues was RMB5,271.1 million, RMB5,996.2 million and RMB4,165.7 million (US$595.7 million) in the years ended December 31, 2023, 2024 and 2025, respectively, which was primarily related to VAT charged for freight brokerage service. (2) Effective from January 1, 2024, the Group renamed “Transaction commission” revenue stream as “Transaction service,” which consists of all monetization from truckers related to our freight matching service, including the revenue generated from our intra-city business, which was previously classified under “Freight listing service” and “Other value-added services.” The comparative net revenues for the year ended December 31, 2023 have been recast to conform to this presentation. RMB101.2 million from “Freight listing service” and RMB4.7 million from “Other value-added services” were reclassified to “Transaction service” for the year ended December 31, 2023. Freight Matching Services The Group’s revenue from freight matching services consists of revenues from freight listing service, freight brokerage service and transaction service. The Group provides freight matching services through the consolidated affiliates and PRC subsidiaries. Freight Listing Service The Group has a freemium model where shippers can post a certain number of shipping orders on the FTA platform free of charge. Shippers are charged membership fees for the right to post additional orders on the FTA platform beyond such limit. Membership fee is prepaid by shippers registered on the FTA platform for activating their rights of posting additional shipping orders on the platform. Revenue from shippers’ membership fee is recognized on a straight-line basis over the term of the membership period. Freight Brokerage Service To provide freight brokerage service, the Group through the consolidated affiliates enters into contracts with shippers on the FTA platform to provide them with shipping service and platform service, and with truckers on the FTA platform to purchase the shipping service. The difference between the amount the consolidated affiliates collect from shippers and the amount they pay to truckers is the FTA platform service fees, which are recognized as the Group’s revenues on a net basis at the point of fulfillment of the shipping orders. In connection with the freight brokerage service, the consolidated affiliates assume legal obligations to pay VAT that are assessed on the entire selling price of the shipping service and platform service pursuant to the contracts with shippers. The Group’s net revenue from freight brokerage service is recognized without deducting VAT as we determine that the Group is the primary obligor of the VAT in the PRC, and such VAT are included in the cost of revenues. The gross amount of VAT related to freight brokerage service included in the cost of revenues was RMB5,006.4 million, RMB5,608.2 million and RMB3,666.6 million (US$524.3 million) in the years ended December 31, 2023, 2024 and 2025, respectively. 133 Table of Contents The consolidated affiliates received grants from local government authorities. The amount of government grants received by the consolidated affiliates was RMB2,150.1 million, RMB2,102.8 million and RMB903.3 million (US$129.2 million) in the years ended December 31, 2023, 2024 and 2025, respectively, which was included in the Group’s cost of revenues to offset its VAT obligation. The gross amount of VAT related to freight brokerage service that the consolidated affiliates were obliged to pay exceeded the Group’s net revenues from such services in the years ended December 31, 2023 and 2024. Starting from August 2025, the Group increased the service fee rate for freight brokerage service to ensure sustainability of such service and reduce reliance on government grants. The Group takes into consideration the VAT obligation the consolidated affiliates assume under the contracts with shippers, as well as other relevant factors, when setting the rate of the FTA platform freight brokerage service fee. The gross amount of VAT that the consolidated affiliates were obliged to pay did not exceed the Group’s net revenues from freight brokerage service in the year ended December 31, 2025. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—The profitability of the Group’s freight brokerage service has been and is expected to continue to be reliant upon, among others, grants provided by local government authorities. If the Group cannot continue to receive such grants, its freight brokerage service and its contribution to the Group’s financial performance may be materially and adversely affected.” for details. Transaction Service The Group charges transaction service fees from truckers when they take orders originating from certain cities. The transaction service fee charged for an order is computed based on the shipping fee of such shipping order. The transaction service fee is recognized as revenue upon the shipper and the trucker reach an agreement. In certain innovative businesses, the Group charges truckers membership fees, which entitle them to deduct or waive above-mentioned transaction service fees for a certain period of time, usually one week or one month. Revenue from truckers’ membership fee is recognized on a straight-line basis over the term of the membership period. Such fees were previously classified under “Freight listing service” and re-classified under “Transaction service” since 2024. For additional information, please see “—Our Monetization Model.” Value-Added Services We offer credit solutions to shippers and truckers and other value-added services to insurance companies, highway authorities, gas station operators, automakers and dealers to help them meet various essential needs of shippers and truckers. Such services are primarily provided through our PRC subsidiaries. Credit Solutions The Group’s credit solutions consist of (i) on-balance sheet loans, which are funded by our small loan company and (ii) off-balance sheet loans, which are funded by our institutional funding partners. The Group generates (i) interest revenue from on-balance sheet loans that are funded by us through our small loan company and (ii) revenue from loan facilitation, post-origination and guarantee services from off-balance sheet loans. Currently, a major portion of our cash loans to truckers and working capital loans to shippers are on-balance sheet loans, and a small portion of cash loans to truckers are off-balance sheet loans. As of December 31, 2025, the total outstanding balance of the on-balance sheet loans, consisting of the total principal amounts (excluding loans that are over 180 days past due and are therefore charged off) and all accrued and unpaid interests of the loans funded through our small loan company, reduced by an allowance for estimated losses, was RMB4,851.4 million (US$693.7 million). The Group guarantees off-balance sheet loans facilitated by it. As of December 31, 2025, the amount of guarantee liabilities in relation to the Group’s loan guarantee arrangements was immaterial. 134 Table of Contents Other Value-Added Services The Group generates revenue from other value-added services by charging (i) commissions from insurance companies for facilitating the sale of insurance policies to shippers and truckers, (ii) service fees from highway authorities for promoting ETC cards to truckers and service fees from truckers for account top-up, (iii) service fees from gas station operators for generating sales leads or facilitating sale of fuel, (iv) service fees derived from innovative businesses and (v) proceeds from sale of intelligent driving system kits and service fees generated from intelligent driving carrier service. Incentives Provided to the Shippers and Truckers The Group offers various forms of incentives to the platform shippers and truckers, who are both considered the customers of the Group. For incentives which are recorded as reduction of revenue (including deferred revenue, if any), if characterization of those amounts as a reduction of revenue results in negative revenue for a specific customer on a cumulative basis within a given period, the amount of the cumulative shortfall is re-characterized as selling and marketing expense. There is no explicit or implicit service agreements with the respective customer for a future period in relation to the negative amount. Consideration paid to customers are recorded as sales and marketing expenses if we receive a distinct service in exchange and the consideration paid is at or below the fair value of the service received. Cost of Revenues The Group’s cost of revenues consists of (i) VAT, related tax surcharges and other tax costs, net of grants from government authorities, (ii) payroll and related expenses for employees involved in operating the FTA platform, (iii) technology service fee, (iv) commission fee paid to third-party payment platform and (v) others. The following table sets forth a breakdown of the Group’s cost of revenues, expressed as an absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except percentages) Cost of revenues VAT, related tax surcharges and other tax costs, net of grants from government authorities(1) 3,693,516 43.8 4,584,433 40.8 3,944,731 564,089 31.6 Payroll and related expenses for employees 161,908 1.9 207,954 1.9 248,782 35,575 2.0 Technology service fee 155,175 1.8 209,754 1.9 235,721 33,708 1.9 Commission fee paid to third-party payment platform 101,428 1.2 83,688 0.7 88,730 12,688 0.7 Others 6,989 0.1 14,729 0.1 100,832 14,419 0.8 Total 4,119,016 48.8 5,100,558 45.4 4,618,796 660,479 37.0 (1) In the years ended December 31, 2023, 2024 and 2025, the gross amount of VAT was RMB5,271.1 million, RMB5,996.2 million and RMB4,165.7 million (US$595.7 million), respectively, of which RMB5,006.4 million, RMB5,608.2 million and RMB3,666.6 million (US$524.3 million) was related to freight brokerage service; the amount of related tax surcharges and other tax costs was RMB893.4 million, RMB1,039.6 million and RMB 855.0 million (US$122.3 million), respectively, substantially all of which was related to freight brokerage service; the amount of government grants from government authorities was RMB2,471.0 million, RMB2,451.4 million and RMB1,076.0 million (US$153.9 million), respectively, substantially all of which was related to freight brokerage service. The Group’s cost of revenues is incurred to support all revenue generating activities on its digital freight platform. For example, technology services fee is incurred for operating the entire platform. The customer service center employees serve shippers and truckers involved in various services offered by the Group. Our strategy is to continue to grow the FTA platform, with a focus on expansion and increase of the number of shippers and truckers on the FTA platform and the volume of transaction activities facilitated through the FTA platform. The majority of the cost of revenue therefore is incurred on a company-wide basis to develop the FTA platform, as well as to acquire and maintain shippers and truckers in order to support the growth of both freight matching services and value-added services, the latter of which further enhance user stickiness and engagement on the FTA platform. As such, it is not practicable for us to allocate the Group’s cost by revenue component in a reasonable and systematic way. 135 Table of Contents Sales and Marketing Expenses The Group’s sales and marketing expenses mainly consist of (i) payroll and related expenses for employees involved in selling and marketing functions, (ii) advertising expenses, (iii) amortization of trademarks and (iv) expenditures in user ecosystem enhancement and user rights protection. The Group’s sales and marketing expenses may increase in the near future, as the Group promotes its services in certain verticals and roll out new services. General and Administrative Expenses The Group’s general and administrative expenses mainly consist of (i) compensation costs for executive management and administrative employees, (ii) daily operating expenses relating to administrative functions and (iii) provision for settlement in principle of U.S. securities class action, which is non-recurring. Research and Development Expenses The Group’s research and development expenses mainly consist of (i) technology infrastructure expenses, (ii) payroll and related expenses for employees involved in platform development, internal-use system support and autonomous driving technology development, and (iii) charges for the usage of the server, computer and other equipment in relation to the research and development activities. Provision for Credit Solutions Allowance for credit solutions is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet date. The allowance is provided based on an assessment performed on a portfolio basis. The Group recognizes an increase in allowance for our on-balance sheet loans and off-balance sheet loans bearing credit risks as provision for credit solutions for the relevant period. Share-Based Compensation We adopted the 2018 Plan and the 2021 Plan to provide additional incentives to directors, officers, employees and consultants. The Group recognized share-based compensation expense of RMB441.8 million, RMB496.6 million and RMB281.6 million (US$40.3 million) in the years ended December 31, 2023, 2024 and 2025, respectively, representing 5.2%, 4.4% and 2.3% of the Group’s revenues in those respective periods. The following table sets forth a breakdown of share-based compensation expense by function for the periods indicated. For the Years Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in thousands) General and administrative expenses 297,469 348,400 139,824 19,995 Sales and marketing expenses 55,503 50,109 55,250 7,901 Research and development expenses 80,279 87,012 73,816 10,556 Cost of revenues 8,576 11,118 12,669 1,812 Total 441,827 496,639 281,559 40,264 136 Table of Contents Taxation Cayman Islands We are incorporated in the Cayman Islands as an exempted company with limited liability under the Cayman Companies Act and accordingly, are exempted from Cayman Islands income tax. As such, we are not subject to tax on income or capital gain. In addition, no Cayman Islands withholding tax is imposed upon any payments of dividends by our subsidiaries to us. Hong Kong Entities incorporated in Hong Kong are subject to Hong Kong profits tax. Under the current Hong Kong Inland Revenue Ordinance, the profits tax rate for the first HK$2 million of profits of corporations is 8.25%, while profits above that amount are subject to the tax rate of 16.5%. PRC On March 16, 2007, the National People’s Congress of the PRC introduced a Corporate Income Tax Law (“CIT Law”), under which Foreign Investment Enterprises (“FIEs”) and domestic companies are subject to corporate income tax at a uniform rate of 25%. Certain enterprises benefit from a preferential tax rate of 15% under the CIT Law if they qualify as high and new technology enterprises (“HNTE”). Software enterprises encouraged by the PRC government (“Software Enterprises”) will be exempted from corporate income tax from the first to the second year after the profit-making year and will be subject to corporate income tax at 12.5%, half of the statutory tax rate, from the third to the fifth year. An enterprise enjoying the tax incentive of Software Enterprises adopts the method of “self assessment, declaration of incentives enjoyed and retention of the relevant materials for future inspection”. According to the relevant laws and regulations in the PRC, enterprises engaging in research and development activities are entitled to claim 150% of their research and development expenses so incurred as tax deductible expenses when determining their assessable profits for that year (“Super Deduction”). The State Taxation Administration of the PRC announced in September 2018 that enterprises engaging in research and development activities would be entitled to claim 175% of their research and development expenses as Super Deduction from January 1, 2018 to December 31, 2020, which was subsequently announced in March 2021 to be further extended to December 31, 2023. In September 2022, the State Taxation Administration of the PRC further announced that for the enterprises entitled to the current pre-tax deduction ratio of 175% for research and development expenses, such ratio is raised to 200% during the period from October 1, 2022 to December 31, 2022. In March 2023, the Ministry of Finance and State Taxation Administration announced to implement the policy of raising pre-tax deduction ratios for research and development expenses from 175% to 200% for eligible industry enterprises on a long-term basis starting from January 1, 2023. The CIT Law provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The implementing rules of the CIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties and others, of a non-PRC company is located.” Based on a review of facts and circumstances, the Group does not believe that it is likely that its operations outside of the PRC will be considered a resident enterprise for PRC tax purposes. The CIT Law also imposes a withholding income tax of 10% on dividends distributed by an FIE to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. According to the Arrangement between China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE). 137 Table of Contents For the year ended December 31, 2025, the Group accrued RMB80 million withholding tax expenses associated with the approved earning distribution from its certain PRC subsidiary to Lucky Logistics Information Limited based on withholding tax rate of 10%. Other than this approved dividend distribution, no deferred tax liability was recognized for the remaining undistributed profits of PRC subsidiaries as the Group has sufficient evidence to demonstrate that the remaining undistributed dividends will be reinvested indefinitely. Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting basis over tax basis in a consolidated affiliate. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Group completed its feasibility analysis on a method which the Group will ultimately execute if necessary to repatriate the undistributed earnings of the VIEs and VIEs’ subsidiaries without significant tax costs. As such, the Group does not accrue deferred tax liabilities on the earnings of the VIEs and VIEs’ subsidiaries given that the Group will ultimately use the means. The Organization for Economic Cooperation and Development (“OECD”) introduced a framework for the implementation of a 15% global minimum tax (Pillar Two). Various OECD member countries have either enacted or are in the process of enacting Pillar Two legislation. Based on current available legislation, Pillar Two did not have a material tax impact for fiscal years 2024 and 2025, and the Group will continue to monitor the developments and evaluate the potential impact of Pillar Two in the future. Results of Operations The following table sets forth a summary of the Group’s consolidated results of operations for the periods presented, in absolute amount for the periods presented and as a percentage of its revenues. This information should be read together with the Group’s consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period. For the Years Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except percentages) Net revenues (including value-added taxes, “VAT”, of RMB4,172.7 million, RMB5,097.7 million and RMB4,671.4 million for the years ended December 31, 2023, 2024 and 2025, respectively) 8,436,159 100.0 11,238,638 100.0 12,489,859 1,786,026 100.0 Cost of revenues (including VAT net of government grants, of RMB3,121.0 million, RMB3,893.4 million and RMB3,262.4 million for the years ended December 31, 2023, 2024 and 2025, respectively) (4,119,016 ) (48.8 ) (5,100,558 ) (45.4 ) (4,618,796 ) (660,479 ) (37.0 ) Sales and marketing expenses (1,239,191 ) (14.7 ) (1,596,763 ) (14.2 ) (1,747,759 ) (249,926 ) (14.0 ) General and administrative expenses (937,677 ) (11.1 ) (913,763 ) (8.1 ) (709,775 ) (101,496 ) (5.7 ) Research and development expenses (946,635 ) (11.2 ) (880,016 ) (7.8 ) (874,435 ) (125,043 ) (7.0 ) Provision for credit solutions (234,599 ) (2.8 ) (296,528 ) (2.6 ) (445,351 ) (63,684 ) (3.6 ) Total operating expenses (7,477,118 ) (88.6 ) (8,787,628 ) (78.1 ) (8,396,116 ) (1,200,628 ) (67.3 ) Other operating income 38,388 0.5 23,970 0.2 52,455 7,501 0.4 Income from operations 997,429 11.9 2,474,980 22.1 4,146,198 592,899 33.1 Other income (expense): Interest income 1,141,861 13.5 1,073,434 9.6 954,082 136,432 7.6 Foreign exchange (loss) gain (2,149 ) (0.0 ) 8,004 0.1 (17,344 ) (2,480 ) (0.1 ) Investment income 55,621 0.7 54,785 0.5 94,717 13,544 0.8 Unrealized gains (losses) from fair value changes of investments 12,938 0.2 (20,904 ) (0.2 ) 116,162 16,611 0.9 Other income, net 130,264 1.5 128,152 1.1 109,232 15,620 0.9 Impairment loss — — (352,742 ) (3.1 ) — — — Share of loss in equity method investees (2,067 ) (0.0 ) (2,861 ) (0.0 ) (14,814 ) (2,118 ) (0.1 ) Total other income 1,336,468 15.9 887,868 8.0 1,242,035 177,609 10.0 Net income before income tax 2,333,897 27.8 3,362,848 30.1 5,388,233 770,508 43.1 Income tax expense (106,804 ) (1.3 ) (239,411 ) (2.1 ) (929,157 ) (132,868 ) (7.4 ) Net income 2,227,093 26.5 3,123,437 28.0 4,459,076 637,640 35.7 138 Table of Contents Year Ended December 31, 2025 Compared To Year Ended December 31, 2024 Revenues The Group recorded revenues of RMB11,238.6 million and RMB12,489.9 million (US$1,786.0 million) in 2024 and 2025, respectively. VAT is included in revenues on a gross basis with a corresponding charge to the cost of revenues as we determine that the Group is the primary obligor of the VAT in the PRC. RMB5,097.7 million and RMB4,671.4 million (US$668.0 million) of the Group’s revenues were attributable to VAT in 2024 and 2025, respectively, which were primarily related to VAT charged for freight brokerage service, calculated based on the total shipping transaction prices, including the freight charges paid to truckers (for which the consolidated affiliates act as agents) and the platform service fees earned by the Group. Revenues from freight matching services increased by 11.0% from RMB9,455.1 million in 2024 to RMB10,496.8 million (US$ 1,501.0 million) in 2025 due to the rapid increase in transaction service revenues, partially offset by a decrease in freight brokerage service revenues. • Revenue from freight brokerage service decreased by 11.2% from RMB4,727.0 million in 2024 to RMB4,199.4 million (US$600.5 million) in 2025, primarily driven by a decrease in transaction volume, partially offset by an increase in service fee rate. • Revenue from freight listing service(1) increased by 11.4% from RMB879.5 million in 2024 to RMB980.2 million (US$140.2 million) in 2025, primarily attributable to the growing number of total paying members. • Revenue from transaction service(1) increased by 38.2% from RMB3,848.7 million in 2024 to RMB5,317.2 million (US$760.4 million) in 2025, primarily driven by increases in order volume, penetration rate and per-order transaction service fee. Revenues from value-added services increased by 11.8% from RMB1,783.5 million in 2024 to RMB1,993.1 million (US$285.0 million) in 2025, attributable to an increase in credit solutions revenues and the inclusion of Giga.AI’s revenues. • Revenues from credit solutions increased by 9.9% from RMB1,341.4 million in 2024 to RMB1,474.4 million (US$210.8 million) in 2025, primarily due to an increase in the amount of loans funded and facilitated by the Group to address the market demand. • Revenues from other value-added services(1) increased by 17.3% from RMB442.1 million in 2024 to RMB518.7 million (US$74.2 million) in 2025, primarily due to our ability to provide diversified value added services and the inclusion of Giga.AI’s revenues. (1) Effective from January 1, 2024, the Group renamed “Transaction commission” revenue stream as “Transaction service,” which consists of all monetization from truckers related to our freight matching service, including the revenue generated from our intra-city business, which was previously classified under “Freight listing service” and “Other value-added services.” The comparative net revenues for the year ended December 31, 2023 have been recast to conform to this presentation. RMB101.2 million from “Freight listing service” and RMB4.7 million from “Other value-added services” were reclassified to “Transaction service” for the year ended December 31, 2023. 139 Table of Contents Cost of Revenues The Group’s cost of revenues decreased by 9.4% from RMB5,100.6 million in 2024 to RMB4,618.8 million (US$660.5 million) in 2025. The decrease was primarily due decreases in VAT, related tax surcharges and other tax costs, net of grants from government authorities. VAT, related tax surcharges and other tax costs, net of grants from government authorities decreased by 14.0% from RMB4,584.4 million in 2024 to RMB3,944.7 million (US$564.1 million) in 2025, primarily due to a decrease in tax costs net of government grants related to the Group’s freight brokerage service. Payroll and related expenses for employees increased by 19.6% from RMB208.0 million in 2024 to RMB248.8 million (US$35.6 million) in 2025, primarily attributable to an increase in salary and benefits expenses as a result of an increase in the customer service and operation headcount in order to improve our customers’ experience. Technology service fee increased by 12.4% from RMB209.8 million in 2024 to RMB235.7 million (US$33.7 million) in 2025, primarily attributable to expanded business operations which necessitated enhanced technology service capabilities to support scaling demands. Commission fee paid to third-party payment platform increased by 6.0% from RMB83.7 million in 2024 to RMB88.7 million (US$12.7 million) in 2025, primarily attributable to a decrease in fee rebate from third-party payment platforms, partially offset by lower average commission fee rates and a decrease in user transaction volume through the fee-charging channels on the FTA platform. Sales and Marketing Expenses The table below sets forth sales and marketing expenses and share-based compensation expenses included in sales and marketing expenses, in absolute amount for the periods presented and as a percentage of the Group’s revenues. For the Years Ended December 31, 2024 2025 RMB % RMB US$ % (in thousands, except percentages) Sales and marketing expenses 1,596,763 14.2 1,747,759 249,926 14.0 Share-based compensation expense included in sales and marketing expenses 50,109 0.4 55,250 7,901 0.4 The Group’s sales and marketing expenses increased by 9.5% from RMB1,596.8 million in 2024 to RMB1,747.8 million (US$249.9 million) in 2025, and the Group’s sales and marketing expenses as a percentage of its net revenues decreased from 14.2% to 14.0% during the same period. The increase in absolute amount was primarily due to further investments in fostering the user ecosystem and protecting user rights and interests as well as an increase in advertising and marketing expenses for user acquisitions. General and Administrative Expenses The table below sets forth general and administrative expenses, as well as share-based compensation expenses in absolute amount for the periods presented and as a percentage of the Group’s revenues. For the Years Ended December 31, 2024 2025 RMB % RMB US$ % (in thousands, except percentages) General and administrative expenses 913,763 8.1 709,775 101,496 5.7 Share-based compensation expense included in general and administrative expenses 348,400 3.1 139,824 19,995 1.1 140 Table of Contents The Group’s general and administrative expenses decreased by 22.3% from RMB913.8 million in 2024 to RMB709.8 million (US$101.5 million) in 2025, and the Group’s general and administrative expenses as a percentage of its net revenues decreased from 8.1% to 5.7% during the same period. The decrease in absolute amount was primarily due to lower share-based compensation expenses. Research and Development Expenses The table below sets forth research and development expenses and share-based compensation expenses included in research and development expenses, in absolute amount for the periods presented and as a percentage of the Group’s revenues. For the Years Ended December 31, 2024 2025 RMB % RMB US$ % (in thousands, except percentages) Research and development expenses 880,016 7.8 874,435 125,043 7.0 Share-based compensation expense included in research and development expenses 87,012 0.8 73,816 10,556 0.6 The Group’s research and development expenses decreased by 0.6% from RMB880.0 million in 2024 to RMB874.4 million (US$125.0 million) in 2025, primarily due to lower salary and benefits expenses, partially offset by the inclusion of Giga.AI’s research and development costs. The Group’s research and development expenses as a percentage of its net revenues decreased from 7.8% to 7.0% during the same period. Provision for Credit Solutions The Group’s provision for credit solutions increased by 50.2% from RMB296.5 million in 2024 to RMB445.4 million (US$63.7 million) in 2025 due to an increase in loan volume and elevated credit risk exposure. Other Operating Income The Group’s other operating income increased by 118.8% from RMB24.0 million in 2024 to RMB52.5 million (US$7.5 million) in 2025, primarily attributable to an increase in subsidies received from local governments. Interest Income The Group recognized interest income of RMB954.1 million (US$136.4 million) in 2025, as compared to RMB1,073.4 million in 2024, primarily due to a decrease in interest rate yields on the Group’s U.S. dollar-denominated cash holdings outside the PRC. Investment Income The Group recognized investment income of RMB54.8 million and RMB94.7 in 2025 (US$13.5 million) in 2024 and 2025, respectively, which was primarily related to the maturity of the Group’s short-term investments. Unrealized (Losses) Gains from Fair Value Changes of Investments The Group recognized gains from fair value changes of investments of RMB116.2 million (US$16.6 million) in 2025, as compared to losses of RMB20.9 million in 2024. The gains in 2025 were primarily driven by the fair value changes in the Group’s investments. 141 Table of Contents Other Income, Net The Group recognized other income, net of RMB128.2 million and RMB109.2 million (US$15.6 million) in 2024 and 2025, respectively, primarily attributable to the ADR fee income received from Deutsche Bank Trust Company Americas, the depositary bank for our ADR program. The depositary bank may make payments to us or reimburse us for certain costs and expenses, by making available a portion of the ADS fees collected in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time. For details of fees received from the depositary bank, please refer to “Item 12. Description of Securities Other than Equity Securities—D. American Depositary Shares”. Impairment loss The Group recognized impairment loss of RMB352.7 million and nil in 2024 and 2025, respectively, which was primarily related to credit impairment on investments in certain investee that was unable to satisfy the shareholders’ redemption requests due to insufficient funds resulting from operational underperformance. Income Tax Expense The Group recognized income tax expense of RMB929.2 million (US$132.9 million) in 2025, as compared to income tax expense of RMB239.4 million in 2024. The increase was primarily attributable to the increased net income before income tax and the expiration of the tax exemption period of the Group’s software enterprises. Net Income As a result of the foregoing, net income of the Group increased from RMB3,123.4 million in 2024 to RMB4,459.1 million (US$637.6 million) in 2025. Year Ended December 31, 2024 Compared To Year Ended December 31, 2023 For a discussion of the Group’s results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 14, 2025. Non-GAAP Financial Measures In evaluating the Group’s business, we consider and use non-GAAP adjusted operating income and non-GAAP adjusted net income, each a non-GAAP financial measure, as supplemental measures to review and assess the Group’s operating performance. The presentation of 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 U.S. GAAP. We define non-GAAP adjusted operating income as income from operations excluding (i) share-based compensation expense, (ii) amortization of intangible assets resulting from business acquisitions, (iii) compensation cost incurred in relation to acquisitions and (iv) settlement in principle of U.S. securities class action. We define non-GAAP adjusted net income as net income excluding (i) share-based compensation expense, (ii) amortization of intangible assets resulting from business acquisitions, (iii) compensation cost incurred in relation to acquisitions, (iv) settlement in principle of U.S. securities class action, which is non-recurring, (v) impairment loss of long-term investment and (vi) tax effects of non-GAAP adjustments. With respect to amortization of intangible assets resulting from business acquisitions, the relevant intangible assets were recorded as part of purchase accounting and contribute to revenue generation of the Group. Amortization of intangible assets resulting from business acquisitions will recur in future periods until such intangible assets have been fully amortized. 142 Table of Contents We present non-GAAP financial measures because they are used by our management to evaluate the Group’s operating performance and formulate business plans. The Group’s non-GAAP financial measures enable our management to assess the Group’s operating results without considering the impact of (i) share-based compensation expense, amortization of intangible assets resulting from business acquisitions and impairment loss of long-term investment, which are non-cash charges and (ii) compensation cost incurred in relation to acquisitions and settlement in principle of U.S. securities class action, which are non-recurring charges. We also believe that the use of non-GAAP measures facilitates investors’ assessment of the Group’s operating performance. The 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 an analytical tool. The Group’s non-GAAP financial measures do not reflect all items of expense that affect the Group’s operations. We reconcile the non-GAAP financial measures to the nearest U.S. GAAP performance measures. Non-GAAP adjusted operating income and non-GAAP adjusted net income should not be considered in isolation or construed as an alternative to operating income and net income or any other measure of performance or as an indicator of the Group’s operating performance. The Group’s non-GAAP financial measure may not be comparable to similarly titled measures presented by other companies. The following table reconciles the Group’s unaudited non-GAAP adjusted operating income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is income from operations. For the Years Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in thousands) Income from operations 997,429 2,474,980 4,146,198 592,899 Add: Share-based compensation expense 441,827 496,639 281,559 40,264 Amortization of intangible assets resulting from business acquisitions 52,084 52,084 72,022 10,299 Compensation cost incurred in relation to acquisitions 17,124 8,562 — — Settlement in principle of U.S. securities class action 71,900 — — — Non-GAAP adjusted operating income 1,580,364 3,032,265 4,499,779 643,462 The following table reconciles the Group’s unaudited non-GAAP adjusted net income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net income. For the Years Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in thousands) Net income 2,227,093 3,123,437 4,459,076 637,640 Add: Share-based compensation expense 441,827 496,639 281,559 40,264 Amortization of intangible assets resulting from business acquisitions 52,084 52,084 72,022 10,299 Compensation cost incurred in relation to acquisitions 17,124 8,562 — — Settlement in principle of U.S. securities class action 71,900 — — — Impairment loss of long-term investment — 352,742 — — Tax effects of non-GAAP adjustments(1) (13,021 ) (13,020 ) (18,006 ) (2,575 ) Non-GAAP adjusted net income 2,797,007 4,020,444 4,794,651 685,628 (1) Comprise tax effects relating to amortization of intangible assets resulting from business acquisitions. 143 Table of Contents B. Liquidity and Capital Resources The Group’s primary sources of liquidity have been through issuance of preferred shares (prior to our initial public offering), issuance of ordinary shares and bank borrowings, which have historically been sufficient to meet the Group’s working capital and capital expenditure requirements. As of December 31, 2025, the Group had cash and cash equivalents of RMB6,066.1 million (US$867.4 million), as compared to cash and cash equivalents of RMB5,810.3 million as of December 31, 2024. The increase was primarily due to cash generated from our operating activities, partially offset by purchase of short-term and long-term time deposits and other investments, cash paid for cash dividends and share repurchase. In June 2021, we completed our initial public offering in which we issued and sold an aggregate of 82,500,000 ADSs, representing 1,650,000,000 Class A ordinary shares, at a public offering price of US$19.00 per ADS for a total offering size of US$1,567.5 million. Concurrently with our initial public offering, we completed a private placement in which we issued and sold an aggregate of 210,526,314 Class A ordinary shares, at a price per share equal to the initial public offering price adjusted for the ADS-to-Class A ordinary share ratio for an aggregate purchase price of US$200.0 million, or the concurrent private placement. The amount of net proceeds raised from the initial public offering and the concurrent private placement was approximately US$1,707.7 million. The following table sets forth a summary of the locations of the Group’s cash and cash equivalents as of December 31, 2025: As of December 31, 2025 (in thousands) Cash located outside of the PRC — in U.S. dollars US$213,956 — in HK dollars HK$2,130 (US$274)(1) — in SGP dollars S$385 (US$299)(2) — in RMB RMB607 (US$87) Cash located in the PRC — held by our subsidiaries in U.S. dollars US$19,381 — held by our subsidiaries in RMB RMB3,677,277 (US$525,844) — held by the Group VIEs and their subsidiaries in RMB RMB744,145 (US$106,411) (1) The translations from HK dollars to U.S. dollars were made at a rate of HK$7.7833 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2025. (2) The translations from SGP dollars to U.S. dollars were made at a rate of S$1.2859 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2025. The consolidated affiliates pay a significant amount of VAT to local tax authorities in connection with the freight brokerage service. The consolidated affiliates also receive grants from local government authorities as an incentive for developing the local economy and business. The amount of government grants is determined based on the Group’s agreements with the relevant local government authorities. For further information, see “—Components of Results of Operations—Revenues—Freight Matching Services—Freight Brokerage.” Taking into account the financial resources available to the Group, including its cash and cash equivalents on hand and the net proceeds from our initial public offering and concurrent private placement, we believe that the Group has sufficient working capital to meet its anticipated working capital requirements, including capital expenditures in the ordinary course of business for the next 12 months from the date of this annual report. 144 Table of Contents The Group may, however, need additional cash resources in the future if it experiences changes in business condition or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that the Group’s cash requirements exceed the amount of cash and cash equivalents the Group has on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict the Group’s operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. The following table sets forth a summary of the Group’s cash flows for the periods presented: For the Years Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in thousands) Summary Consolidated Cash Flow Data: Net cash provided by operating activities 2,269,646 2,970,125 4,626,880 661,635 Net cash provided by/ (used in) investing activities 553,739 (2,419,636 ) (2,717,363 ) (388,578 ) Net cash used in financing activities (1,167,002 ) (1,519,745 ) (1,655,948 ) (236,797 ) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 18,954 23,728 (38,022 ) (5,438 ) Operating Activities Net cash provided by operating activities was RMB4,626.9 million (US$661.6 million) in 2025, primarily due to net income of RMB4,459.1 million (US$637.6 million), adjusted by changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) a decrease in prepayments and other current assets of RMB1,248.0 million (US$178.5 million) primarily due to decreases in interest receivables and government grants receivable relating to the Group’s freight brokerage service and (ii) an increase in income tax payable of RMB85.5 million (US$12.2 million). The amount was partially offset by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) an increase in loans receivable of RMB1,084.5 million (US$155.1 million) as the Group funded more loans originated on the FTA platform, (ii) a decrease in other tax payable of RMB420.8 (US$60.2 million) million, (iii) an increase in other non-current assets of RMB218.0 (US$31.2 million) million primarily relating to an increase in long-term interest receivables and (iv) an increase in deferred tax assets of RMB156.7 (US$22.4 million) million. The amount was further adjusted to add back (i) share-based compensation of RMB281.6 million (US$40.3 million), (ii) provision for credit solutions of RMB445.4 million (US$63.7 million) and (iii) depreciation and amortization of RMB100.0 million (US$14.3 million). The amount was partially offset by unrealized gains from fair value changes of investments of RMB116.2 million (US$16.6 million). Net cash provided by operating activities was RMB2,970.1 million in 2024, primarily due to net income of RMB3,123.4 million, adjusted by changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) increases in income tax payable and other tax payable of RMB295.1 million, (ii) a decrease in other non-current assets of RMB90.6 million primarily relating to a decrease in long-term interest receivable, and (iii) a decrease in deferred tax assets of RMB56.2 million. The amount was partially offset by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) an increase in loans receivables of RMB975.1 million as the Group funded more loans originated on the FTA platform, (ii) a decrease in accrued expenses and other current liabilities of RMB605.2 million primarily due to a decrease in refundable prepayments from shippers and truckers for future shipping arrangements using the Group’s freight brokerage service and value-added services, and (iii) an increase in prepayments and other current assets of RMB252.8 million primarily due to increases in interest receivables and VAT recoverable, partially offset by a decrease in government grants receivable relating to the Group’s freight brokerage service. The amount was further adjusted to add back (i) share-based compensation of RMB496.6 million , (ii) impairment loss of RMB352.7 million primarily relating to credit impairment on the Group’s investments in certain investee that could not meet the shareholders’ redemption requests due to insufficient funds resulting from operational underperformance, (iii) provision for loans receivable of RMB296.5 million and (iv) depreciation and amortization of RMB77.9 million. 145 Table of Contents Net cash provided by operating activities was RMB2,269.6 million in 2023, primarily due to net income of RMB2,227.1 million, adjusted by changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) an increase in accrued expenses and other current liabilities of RMB295.6 million primarily relating to an increase in refundable prepayments from shippers and truckers for future shipping arrangements using the Group’s freight brokerage service and value-added services, (ii) a decrease in prepayments and other current assets of RMB163.2 million primarily due to a decrease in the Group’s investments in short-term wealth management products as the Group allocated more resources to long-term investments, (iii) an increase in income tax payable and other tax payable of RMB165.7 million and (iv) an increase in prepayments for freight listing fees and other service fees of RMB86.8 million. The amount was partially offset by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) an increase in loans receivables of RMB1,107.2 million as the Group funded more loans originated on the FTA platform, (ii) an increase in deferred tax assets of RMB107.6 million and (iii) an increase in other non-current assets of RMB183.8 million primarily due to an increase in long-term interest receivable. The amount was further adjusted by (i) share-based compensation of RMB441.8 million, (ii) provision for loans receivable of RMB234.6 million and (iii) depreciation and amortization of RMB74.7 million. Investing Activities Net cash used in investing activities was RMB2,717.4 million (US$388.6 million) in 2025, primarily attributable to (i) cash paid for long-term time deposits and other investments of RMB11,568.0 million (US$1,654.2 million), which were primarily long-term time deposits, wealth management products and convertible note issued by related parties, (ii) cash paid for investment in equity investees and non-controlling interests of RMB183.8 million (US$26.3 million) and (iii) purchases of property and equipment and intangible assets of RMB129.7 million (US$18.5 million), partially offset by (i) net cash of RMB9,013.6 million (US$1,288.9 million) generated from maturity of short-term investments after deducting the cash paid for short-term investments and (ii) net cash generated from acquisition of subsidiaries of RMB150.5 million (US$21.5 million). Net cash used in investing activities was RMB2,419.6 million in 2024, primarily attributable to (i) cash paid for long-term investments of RMB12,362.9 million , which were primarily long-term time deposits, wealth management products and convertible note issued by related parties, partially offset by net cash of RMB10,017.5 million generated from maturity of short-term investments after deducting the cash paid for short-term investments, and (ii) purchases of property and equipment, land use rights and intangible assets of RMB75.0 million. Net cash provided by investing activities was RMB553.7 million in 2023, primarily attributable to maturity of short-term investments of RMB21,594.7 million, partially offset by (i) purchases of short-term investments of RMB11,617.7 million, (ii) purchases of long-term investments of RMB9,261.4 million, (iii) purchases of property and equipment, land use rights and intangible assets of RMB100.3 million and (v) payments for investment in equity investees of RMB63.0 million. Financing Activities Net cash used in financing activities was RMB1,655.9 million (US$236.8 million) in 2025, primarily attributable to (i) cash dividend of RMB1,425.1 million (US$203.8 million), and (ii) cash paid relating to repurchase of ordinary shares and unvested options of RMB420.3 million (US$60.1 million), partially offset by (i) proceeds prepaid by equity investors of certain subsidiaries of RMB59.0 million (US$8.4 million), and (ii) capital contribution from redeemable non-controlling interests of RMB130.5 million (US$18.7 million). Net cash used in financing activities was RMB1,519.7 million in 2024, primarily attributable to (i) cash dividend of RMB1,064.2 million , and (ii) cash paid for repurchase of ordinary shares of RMB575.3 million , partially offset by (i) proceeds prepaid by equity investors of a subsidiary of RMB100.0 million , and (ii) capital contribution from redeemable non-controlling interests of RMB19.7 million. 146 Table of Contents Net cash used in financing activities was RMB1,167.0 million in 2023, primarily attributable to (i) cash paid for repurchase of ordinary shares of RMB1,168.3 million and (ii) proceeds prepaid by equity investors of a subsidiary of RMB90.0 million, partially offset by (i) capital contribution from redeemable non-controlling interests of RMB111.8 million and (ii) cash prepaid for repurchase of ordinary shares of RMB179.8 million. Capital Expenditures The Group made capital expenditures of RMB100.3 million, RMB75.0 million and RMB129.7 million (US$18.5 million) in the years ended December 31, 2023, 2024 and 2025, respectively. The Group’s capital expenditures were mainly used for purchases of property and equipment. The Group will continue to make capital expenditures to meet the expected growth of its business. Contingent Liabilities Shareholder Class Action Lawsuits In re Full Truck Alliance Co. Ltd. Securities Litigation, No. 654232/2021 (Sup. Ct. N.Y.) On July 7, 2021, FTA and certain of its current and former directors and officers and others were named as defendants in a putative shareholder class action lawsuit filed in the Supreme Court of the State of New York. An additional action was subsequently filed in the Supreme Court of the State of New York. On October 20, 2021, the two actions were consolidated and re-captioned as “In re Full Truck Alliance Co. Ltd. Securities Litigation.” A Consolidated Amended Complaint was submitted on November 29, 2021, and FTA filed its motion to dismiss on January 31, 2022. Plaintiffs filed their opposition to FTA’s motion to dismiss on March 31, 2022. FTA filed its reply in support of its motion to dismiss on April 29, 2022. A hearing was held on January 19, 2023. The action is brought on behalf of a putative class of persons who purchased or acquired the Company’s securities pursuant or traceable to the Company’s IPO. The Consolidated Amended Complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 based on allegedly false and misleading statements or omissions in the Company’s Registration Statement issued in connection with the IPO. Pratyush Kohli v. Full Truck Alliance Co. Ltd., et al., Case No. 1:21-cv-03903 (E.D.N.Y.) On July 12, 2021, FTA, certain of its current and former directors and officers and others were named as defendants in a putative shareholder class action lawsuit filed in the Eastern District of New York. On September 13, 2022, an amended class action complaint was filed. On November 1, 2022, a second amended class action complaint (“SAC”) was filed, which FTA and certain other defendants moved to dismiss on February 2, 2023. Plaintiffs submitted their opposition to FTA’s motion to dismiss on April 3, 2023. FTA and certain other defendants submitted their reply in support of the motion to dismiss on May 18, 2023. The action is brought on behalf of a putative class of persons who purchased or acquired the Company’s securities from June 22, 2021 to July 2, 2021. The SAC alleges violations of Sections 11 and 15 of the Securities Act of 1933 based on allegedly false and misleading statements or omissions in the Company’s Registration Statement issued in connection with the IPO. The SAC also alleges violations of Section 10(b) and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Securities Exchange Act of 1934. Settlement On September 17, 2023, FTA entered into a binding term sheet that agrees in principle to settle both of the class action lawsuits described above. On or around February 27, 2024, FTA and other parties to the lawsuits executed a stipulation of settlement that resolves the lawsuits for $10.25 million. The settlement amount is an all-in amount that covers all attorneys’ fees, administrative costs, expenses, class member benefits, class representative awards, and costs of any kind associated with the resolution of the lawsuits. On March 8, 2024, the parties submitted the stipulation to the Supreme Court of the State of New York, or the Court, and the Court preliminarily approved the settlement on April 3, 2024. On April 8, 2024, FTA paid the settlement amount in full. The final settlement approval was obtained on September 5, 2024. By agreeing to settle the lawsuits, FTA does not admit any allegations in the lawsuits or violation of any law or regulations. 147 Table of Contents Capital commitments The Group’s capital commitments primarily relate to commitments on construction of office building. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB296.2 million and RMB200.1 million (US$28.6 million) as of December 31, 2024 and 2025, respectively. All of these capital commitments will be fulfilled in the following years according to the construction progress. Except as disclosed above, as of December 31, 2023, 2024 and 2025, respectively, the Group did not have any material contingent liabilities. Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2025: Payment due by period Total Less than 1 Year 1 – 2 Years 2 – 3 Years More than 3 Years RMB US$ RMB (in thousands) Operating lease liabilities 36,031 5,152 34,499 1,532 — — Total 36,031 5,152 34,499 1,532 — — Operating lease liabilities represent the Group’s obligations for leasing offices, substantially all of which are located in PRC. The Group’s capital commitments primarily relate to commitments on construction of office building. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB200.1 million (US$28.6 million) as of December 31, 2025. All of these capital commitments will be fulfilled in the following years according to the construction progress. Other than as shown above, the Group did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025. Off-Balance Sheet Arrangements The Group provides financial guarantees for loans that it facilitates for certain institutional funding partners to shippers and truckers on the FTA platform. The Group is obligated to compensate the institutional funding partners for the principal and interest payment in the event of the borrowers’ default. As of December 31, 2025, the amount of guarantee liabilities in relation to such arrangements was immaterial, and the maximum potential undiscounted future payment the Group would be required to make was RMB359.1 million (US$51.4 million). Other than the above, the Group has not entered into any other commitments to guarantee the payment obligations of any third parties. The Group has not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in the Group’s consolidated financial statements. Furthermore, the Group does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Group does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to the Group or engages in leasing, hedging or product development services with the Group. 148 Table of Contents Material Related Party Transactions The Group enters into transactions with its related parties from time to time. For more details about the Group’s related party transactions during 2023, 2024 and 2025, see “Item 7. Major Shareholders and Related Party Transactions — Related Party Transactions.” The Group’s transactions with related parties during 2023, 2024 and 2025 were conducted on an arm’s length basis, and they did not distort the Group’s results of operations or make the Group’s historical results not reflective of its future performance. Holding Company Structure Full Truck Alliance Co. Ltd., our holding company, has no material operations of its own other than holding investments in certain of our equity investees. The Group conducts its operations primarily through (i) the Group VIEs and their subsidiaries in China and (ii) our subsidiaries in China. As a result, Full Truck Alliance Co. Ltd.’s ability to pay dividends may depend upon dividends paid by our PRC subsidiaries to certain extent. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries, the Group VIEs and their subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and the Group VIEs and their subsidiaries may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. In 2025, certain of our PRC subsidiaries distributed cash dividend of RMB0.8 billion (US$0.1 billion) to Lucky Logistics Information Limited. The dividend was reinvested in operations of the PRC subsidiary for the development and growth of the business. Recent Accounting Pronouncements Please refer to Note 2 to our consolidated financial statements included elsewhere in this annual report. C. Research and Development The Group’s research and development efforts primarily focus on improving the user-friendliness of its existing services and solutions, designing new services and solutions for platform users, and optimizing and enhancing its technological infrastructure. The Group incurred RMB946.6 million, RMB880.0 million and RMB874.4 million (US$125.0 million) of research and development expenses in the years ended December 31, 2023, 2024 and 2025, respectively, accounting for 11.2%, 7.8 % and 7.0% of the Group’s revenue during the same periods, respectively. The Group’s talented research and development team and robust cloud-based technological infrastructure enable it to continuously introduce new innovations and deliver high quality user experience. As of December 31, 2025, the Group’s research and development team consisted of 1,264 members. The Group’s research and development team includes big data engineers that maintain the Group’s database and develop its data technology, security and risk management engineers that focus on cybersecurity and risk control, infrastructure maintenance engineers that maintain the stability of the FTA platform, platform development engineers that develop and implement products and services on the FTA platform, as well as engineers to develop autonomous driving technology. 149 Table of Contents D. Trend Information Please refer to “—A. Operating Results” for a discussion of the most recent trends in the Group’s services, sales and marketing by the end of 2025. In addition, please refer to discussions included in such item for a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on the Group’s revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information to be not necessarily indicative of the Group’s future operating results or financial condition. E. Critical Accounting Estimates We prepare the Group’s consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, the Group’s own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates. Allowance for loans receivable We recognize an allowance for loans receivable based on estimate of the expected credit losses over the contractual term of these loans. Allowances for loans receivable are driven by estimated default rate of respective underlying loans. We estimate the default rate based on historical net default rate of loans on a pool basis grouped by vintage of origination with similar risk profiles and forward-looking information (FLI), including internal and external correlation factors, such as CPI, money supply and delinquent loan collection rate are identified based on regular review of historical data and updated on a timely basis once we become aware of any new patterns. Future trend of the abovementioned correlation factors are then fed into our model to predict default rate for each loan portfolios. For external factors, we use projections commonly used within the industry. For internal factors, we make projections based on historical data adjusted by our current risk and business strategies which we think could have potential impacts into the future periods. As of December 31, 2025, allowance for loans receivable is RMB376.7 million (US$53.9 million). A 10% point increase or decrease in FLI, driven by the abovementioned correlation factors, would lead to a corresponding increase or decrease in the allowance for loans receivable of RMB18.1 million (US$2.6 million) and RMB34.5 million (US$4.9 million), respectively.