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 February 2026

Commission File Number: 001-40533

Dingdong (Cayman) Limited

(Registrant’s Name)

Building T4, Zhangjiang Science Gate,

Lane 188 Yuren Road

Shanghai, 200120

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

EXHIBIT INDEX

Exhibit No.		Description
99.1		Dingdong Announces ~~Entry~~Intention ~~into~~to ~~Definitive~~Utilize ~~Agreement~~Substantial toMajority ~~Sell~~of ~~its~~Proceeds from Sale of China ~~Business~~Operations tofor ~~Meituan~~Share Repurchase Plans and/or Dividends upon Closing of Transaction

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.

	Dingdong (Cayman) Limited
Date: February 5, 2026	By:	/s/ Changlin Liang
Date: February 10, 2026	By:	/s/ Changlin Liang
	Name:	Changlin Liang
	Title:	Director and Chief Executive Officer

Exhibit 99.1

Dingdong Announces ~~Entry~~Intention ~~into~~to ~~Definitive~~Utilize ~~Agreement~~Substantial toMajority ~~Sell~~of ~~its~~Proceeds from Sale of China ~~Business~~Operations tofor ~~Meituan~~Share Repurchase Plans and/or Dividends upon Closing of Transaction

SHANGHAI, February 510, 2026 — Dingdong (Cayman) Limited (“Dingdong Cayman” or the “Company”) (NYSE: DDL), a leading fresh grocery e-commerce company in China, today announced that it ~~has~~intends ~~entered~~to ~~into~~utilize a ~~definitive~~substantial ~~Share~~majority ~~Purchase~~of ~~Agreement~~the (cash proceeds from the ~~“Share~~sale ~~Purchase~~of ~~Agreement”)~~its ~~with~~China ~~Two~~operations ~~Hearts~~upon ~~Investments~~the ~~Limited~~closing of such Transaction (~~“Buyer”~~as defined below), afor ~~wholly-owned~~share ~~subsidiary~~repurchases or the issuance of ~~Meituan~~dividends ~~(HKEX:~~to ~~3690).~~its shareholders.

As previously disclosed on February 5, 2026, the Company entered into a definitive Share Purchase Agreement (the “Share Purchase Agreement”) with Two Hearts Investments Limited (“Buyer”), a wholly-owned subsidiary of Meituan (HKEX: 3690). Pursuant to the Share Purchase Agreement, Dingdong Cayman has agreed to sell to the Buyer all issued and outstanding shares of Dingdong Fresh Holding Limited, Dingdong Cayman’s wholly-owned subsidiary incorporated in the British Virgin Islands (“Dingdong BVI” or the “Target Company”), which holds through a series of wholly-owned and majority equity interest subsidiaries substantially all of ~~the~~Dingdong ~~Company~~Cayman’s operations in China (the “Transaction”). The Company’s international business is not part of the Transaction and will be retained by the Company following any necessary reorganizational processes to be completed prior to the closing of the Transaction.

~~The~~Pursuant ~~Company’s~~to ~~board~~the terms of ~~directors~~the ~~has~~Share ~~approved~~Purchase Agreement, Buyer will pay cash consideration of US$717 million in the ~~Company~~Transaction. ~~entering~~In ~~into~~addition, Dingdong Cayman will have the ~~Share~~right ~~Purchase~~to ~~Agreement~~receive ~~after~~prior ato ~~thorough~~August ~~review~~31, of2026 total cash not exceeding US$280 million from Dingdong BVI and its subsidiaries (provided that the ~~terms~~total net cash of ~~Transaction~~Dingdong ~~with~~BVI and its ~~financial~~subsidiaries ~~and~~on ~~legal~~a ~~advisors.~~consolidated ~~The~~basis ~~consummation~~as of December 31, 2025 minus such amounts received by Dingdong Cayman shall not be less than US$150 million). As such, Dingdong Cayman expects that it will receive up to US$997 million in cash proceeds from the Transaction. This amount is subject to ~~the~~certain ~~satisfaction~~adjustments, ofincluding ~~customary~~those ~~closing~~based ~~conditions~~on certain net cash, ~~including~~net ~~the~~working ~~receipt~~capital and other financial line item thresholds of ~~antitrust~~Dingdong BVI and ~~other~~its ~~required~~subsidiaries ~~regulatory~~as ~~approvals~~of certain agreed upon dates. ~~The~~In ~~Company~~the ~~plans~~event tothat ~~convene~~the annet ~~extraordinary~~cash ~~general~~of ~~meeting~~Dingdong ~~for~~BVI ~~shareholders~~and toits ~~vote~~subsidiaries on ~~approval~~a consolidated basis as of December 31, 2025 minus the ~~Transaction~~amounts received by Dingdong Cayman as described above is less than US$150 million, the Buyer has the right to adjust the purchase price cash consideration at closing for any such shortfalls.

~~Transaction~~The ~~Consideration~~final adjusted consideration will be payable in cash in two installments: (i) 90% of the consideration payable at closing, and (ii) the remaining 10% payable following the Company’s settlement of applicable taxes related to the Transaction.

~~Under~~As ~~the~~previously ~~terms of the Share Purchase Agreement~~disclosed, ~~based on~~ the ~~balance~~closing ~~sheet as~~ of ~~December 31, 2025, and after Dingdong (Cayman) Limited receives total cash not exceeding US$280 million from Dingdong BVI and its subsidiaries (provided that~~ the ~~remaining net cash of Dingdong BVI and its subsidiaries on a consolidated basis shall not be less than US$150 million), the Buyer will pay total cash consideration of US$717 million in the~~ Transaction. ~~This amount~~ is subject to ~~adjustments~~the ~~based~~satisfaction onor ~~certain~~waiver ~~net~~of ~~cash~~various conditions, ~~net~~including, ~~working~~among ~~capital and~~ other ~~financial~~things, ~~line~~the ~~items~~approval ofby the ~~Target~~ Company’s asshareholders, ~~of certain agreed upon dates.~~

The adjusted consideration will be payable in cash in two installments: (i) 90% of the consideration payable at closing, and (ii) the remaining 10% payable following the Company’s settlement of applicable taxes related to the Transaction.

Exhibit 99.1

~~Management~~the ~~Comments~~receipt of anti-monopoly clearance from the State Administration for Market Regulation of the People's Republic of China (SAMR), the completion of the carve-out of the Company’s overseas business carve-out, the completion of non-resident indirect transfer tax filings and the absence of any material adverse effect. A description of the primary closing conditions for the Transaction is set out at the end of this press release.

MrSubject to the satisfaction and/or waiver of the Transaction’s closing conditions and the successful closing of the Transaction and the receipt by the Company of the cash proceeds from the Transaction, the Company intends to utilize not less than 90% of the Company’s cash balance after the closing of the Transaction (after adjustments for cost and expense payables) for share repurchase plans and/or dividends to the Company’s shareholders. ~~Changlin~~The ~~Liang~~terms of any such share repurchase plans and dividends will be determined after the closing of the Transaction and subject to approval by the Company’s Board of Directors and, ~~Founder~~if required, ~~Director~~by the Company’s shareholders. However, there can be no assurance that (i) the Transaction’s closing conditions will be satisfied or waived, (ii) the Transaction will close and ~~Chief~~the ~~Executive~~Company ~~Officer~~will receive cash proceeds from the Transaction and (iii) any share repurchase plans or dividends will be made. As the closing of ~~Dingdong~~the Transaction is subject to substantial uncertainty and factors beyond the Company’s control, ~~stated:~~the Company and its board of directors urges the Company’s shareholders, holders of the Company’s American Depositary Shares (“ADSs”) and potential investors to exercise caution when dealing in ordinary shares, ADSs and/or other securities of the Company.

~~“Since~~The ~~its~~Transaction ~~founding,~~is ~~Dingdong~~subject ~~has been driven by the vision of redefining the traditional fresh food industry through the deep integration of digital technology and supply chain innovation. We have always adhered~~ to ~~our founding mission of 'Empowering Everyone to Eat Better~~, ~~Live~~among ~~Healthier'. From direct sourcing at the origin~~others, the ~~efficient~~following ~~operation~~closing ~~of our frontline stations, to the last-mile delivery service, every step of our operations is dedicated to enhancing the quality of life of our consumers.~~conditions:

•

WeDingdong ~~believe~~Cayman’s ~~that~~and ~~this~~the ~~unwavering~~founder’s ~~commitment~~representations isand ~~aligned~~warranties ~~with~~in ~~Meituan's~~the ~~company~~Share ~~mission~~Purchase ofAgreement ~~'Helping~~shall ~~People~~be ~~Eat Better~~true, ~~Live~~accurate ~~Better',~~and ~~laying~~not amisleading ~~solid~~in ~~foundation~~all ~~for~~material ~~the~~respects ~~strategic~~and ~~merger~~shall ~~between~~not omit any material facts on the ~~two~~closing ~~companies.~~date, except for those would not result in a material adverse effect;

•

~~Following~~each ~~thorough~~party ~~deliberation~~thereto ~~and~~shall ~~rigorous review by our board of directors, we~~ have ~~entered~~performed ~~into~~all ancovenants ~~agreement~~and ~~with~~obligations ~~Meituan~~under ~~for the sale of Dingdong’s China business. This~~ transaction isdocuments ~~subject~~ to ~~the~~be ~~satisfaction~~performed ofprior ~~customary conditions precedent, including necessary regulatory approvals, and approval by our shareholders. We have and will continue~~ to ~~ensure full regulatory and legal compliance and transparency throughout~~ the ~~process. During the integration and transition period between the signing of the Share Purchase Agreement and the~~ closing ofdate ~~the~~in ~~Transaction, Dingdong will strictly honor~~ all ofmaterial ~~its commitments to customers~~respects, ~~employees,~~except ~~and~~for ~~partners,~~those ~~ensuring~~would ~~the~~not ~~stability~~result ~~and~~in ~~orderly operation of the China business. We firmly believe that through the deep integration of the strengths of both companies, we will jointly build~~ a ~~more~~material ~~resilient~~adverse ~~fresh food infrastructure and deliver higher-quality services to consumers.”~~effect;

•

~~Mr.~~there ~~Song~~shall ~~Wang,~~be ~~Director~~no ~~and~~applicable ~~Chief~~laws ~~Financial~~or ~~Officer~~actions ofby ~~Dingdong~~any governmental authority that restricts, ~~stated:~~prohibits or cancels the Transaction;

•

~~“From~~(i) aresolutions ~~financial~~of shareholders and ~~strategic~~board ~~investment~~of ~~perspective,~~Dingdong ~~the~~BVI ~~pricing~~in ~~rationale~~respect of this ~~transaction~~Transaction ~~fully~~and ~~demonstrates~~ the ~~capital~~resignation ~~markets’~~of ~~high~~existing ~~recognition~~directors of Dingdong’s ~~supply~~BVI, ~~chain~~(ii) ~~moat,~~resolutions ~~user~~of ~~stickiness,~~shareholders and ~~brand~~board ~~core~~of ~~values.~~Dingdong WeCayman ~~believe~~in ~~that~~respect of this isTransaction ~~not~~and ~~only~~the ~~fair~~transaction documents, (iii) resolutions of board of Dingdong BVI and ~~prudent~~its ~~pricing~~subsidiaries ~~based~~established onoutside ~~the~~China ~~long-term~~in ~~synergies~~respect ~~between~~of the ~~two~~resignation ~~parties,~~of ~~but~~existing ~~also~~authorized asignatories ~~strong~~of ~~validation~~the bank accounts thereof effective as of the ~~quality~~closing ofdate, ~~Dingdong’s~~(iv) ~~China~~resolutions ~~business~~of ~~accumulated~~shareholders ~~over~~and ~~years.~~board

At present, the Transaction is progressing steadily in accordance with relevant legal and regulatory procedures and closing conditions. We will continue to optimize the efficiency of capital allocation, and on the premise of ensuring the compliance of the Transaction, strive to maximize the interests of all of our shareholders. We will also provide solid financial and resource support for the Company to enter its next stage of high-quality growth.”

Key Terms of the Share Purchase Agreement

Exhibit 99.1

~~The~~of ~~Share~~Dingdong ~~Purchase~~BVI’s ~~Agreement~~subsidiaries ~~contains~~in ~~customary~~respect ~~representations~~of the resignation of existing legal representatives, ~~warranties~~directors, supervisors and ~~covenants~~senior management personnel effective as of the ~~parties.~~closing ~~Key~~date, ~~terms~~shall ~~include:~~have been passed;

•

~~Conduct~~no ofmaterial ~~Business~~adverse ~~and~~effect ~~Transition:~~shall ~~From~~have ~~the~~been ~~signing~~discovered ~~date~~by ~~until closing (~~the ~~“Transition~~Buyer ~~Period”), the Company covenants to operate the Target Company~~ in ~~the~~its ~~ordinary~~due ~~course~~diligence of ~~business.~~Dingdong ~~Any~~BVI ~~operating profits or losses incurred by the Target Company~~ and its subsidiaries during this period will accrue to the Buyer. The Company is subject to customary restrictive covenants during this period, including, among other things, limitations on capital structure changes and material non-ordinary course contracts. The Company represents to the Buyer that no unauthorized leakage of funds has occurred or will occur. Any such leakage may result in a direct deduction from the consideration.;

•

~~Non-Competition:~~there ~~The~~shall ~~Company and the Founder~~ have ~~agreed~~been tono amaterial ~~five-year~~adverse ~~non-competition~~change ~~and~~since ~~non-solicitation~~December ~~covenant following the closing~~31, ~~covering the To-C fresh grocery e-commerce business within the Greater China region.~~2025;

•

~~Exclusivity:~~Dingdong ~~The~~Cayman ~~Company~~shall ishave ~~bound~~completed ~~by a “no~~non-~~shop”~~resident ~~obligation,~~indirect ~~prohibiting~~transfer ~~the~~tax ~~solicitation~~filings orrelated ~~facilitation~~to ~~of alternative acquisition proposals from third parties during~~ the ~~Transition Period.~~Transaction;

•

Termination and Fees: The Share Purchase Agreement may be terminated if closing does not occur within 12 months, which may be extended with mutual consent. The Agreement includes tiered termination fee arrangements: (i) the ~~Buyer~~receipt ~~shall pay a US$150 million termination fee if it fails to proceed to closing despite the satisfaction~~ of ~~all~~anti-monopoly ~~material~~clearance ~~conditions; (ii) the Company shall pay a US$75 million termination fee if it fails to satisfy certain material controllable conditions, or fails to cooperate~~ in ~~regulatory~~respect ~~filings;~~of ~~and (iii)~~ the ~~Buyer shall pay a US$75 million termination fee if the~~ Transaction ~~fails~~from ~~and~~ the ~~required~~State ~~anti-monopoly~~Administration ~~approval~~for orMarket ~~certain~~Regulation ~~other~~of ~~regulatory clearance cannot be obtained, despite~~ the ~~Company’~~People's ~~material~~Republic ~~cooperation.~~of China (SAMR);

•

~~Closing~~the ~~Conditions~~Buyer has completed the filing with the PRC National Development and Reform Commission related to the Transaction;

•

~~Closing~~other than certain contracts under ordinary course of business, the ~~Transaction~~relevant isexisting ~~subject~~contracts tobetween ~~the~~Dingdong ~~satisfaction~~BVI orand ~~waiver~~its ofsubsidiaries ~~various~~(as ~~customary~~one ~~conditions,~~party) ~~including,~~and ~~among~~Dingdong Cayman and its subsidiaries (other ~~things,~~than ~~the~~Dingdong ~~approval~~BVI byand ~~the~~its ~~Company’s~~subsidiaries) ~~shareholders,~~(as the ~~receipt~~other ofparty) ~~anti-monopoly~~shall ~~clearance~~have ~~from~~been ~~the~~completed; ~~State~~and, ~~Administration~~if ~~for~~after ~~Market~~receipt ~~Regulation~~by Dingdong Cayman of ~~the~~total ~~People's~~cash ~~Republic~~not ofexceeding ~~China~~US$280 ~~(SAMR)~~million from Dingdong BVI and its subsidiaries, ~~the~~Dingdong ~~completion~~BVI ofand ~~the~~its ~~overseas~~subsidiaries ~~business~~owe ~~carve-out, the~~any ~~completion~~debts ofto ~~non-resident~~Dingdong ~~indirect~~and ~~transfer~~its ~~tax~~subsidiaries ~~filings~~(other than Dingdong BVI and ~~the~~its ~~absence~~subsidiaries), ofsuch ~~any~~debts ~~Material~~shall ~~Adverse~~have ~~Effect.~~been fully waived;

•

Dingdong Cayman shall have submitted to the Buyer a reorganization plan for the carve-out of overseas business and relevant personnel and assets and such reorganization shall have been completed;

•

Dingdong BVI and its subsidiaries shall have obtained all necessary consents from loan institutions in respect of the Transaction; and

•

the pre-closing inventory check shall have been completed by Dingdong Cayman and Buyer.

About Dingdong (Cayman) Limited

Exhibit 99.1

Dingdong (Cayman) Limited is a leading fresh grocery e-commerce company in mainland China, with sustainable long-term growth. We directly provide users and households with fresh groceries, prepared food, and other food products through delivering a convenient and excellent shopping experience supported by an extensive self-operated frontline fulfillment grid. Leveraging our deep insights into consumers' evolving needs and our strong food innovation capabilities, we have successfully launched a series of private label products spanning a variety of food categories. Many of our private label products are produced at our Dingdong production plants, allowing us to more efficiently produce and offer safe and high-quality food products. We aim to be the first choice for fresh and food shopping.

For more information, please visit: https://ir.100.me.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue,” or other similar expressions. Among other things, business outlook and quotations from management in this announcement, as well as Dingdong’s strategic, operational, share repurchase and ~~operational~~dividend plans, contain forward-looking statements. Dingdong may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its interim and annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Dingdong’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the successful completion of the Transaction; Dingdong’s goals and strategies; Dingdong’s future business development, financial conditions, and results of operations; the expected outlook of the on-demand e-commerce market in China; Dingdong’s expectations regarding demand for and market acceptance of its products and services; Dingdong’s expectations regarding its relationships with its users, clients, business partners, and other stakeholders; competition in Dingdong’s industry; Dingdong’s proposed use of proceeds; and relevant government policies and regulations relating to Dingdong’s industry, and general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission. All information provided in this announcement and in the attachments is as of the date of the announcement, and the Company undertakes no duty to update such information, except as required under applicable law.

Exhibit 99.1

announcement and in the attachments is as of the date of the announcement, and the Company undertakes no duty to update such information, except as required under applicable law.

For more information, please contact:

Exhibit 99.1

Dingdong Fresh

ir@100.me

Filing Compare · Dingdong (Cayman) Ltd