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 August 2021

Commission File Number: 001-39436

KE Holdings Inc.

(Registrant’s Name)

Oriental Electronic Technology Building,

No. 2 Chuangye Road, Haidian District,

Beijing 100086

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 Form 20-F or Form 40-F.

Form 20-F x      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

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.

Date: August 12, 2021

Exhibit 99.1

KE Holdings Inc. Announces Second Quarter 2021 Unaudited Financial Results

BEIJING, China, August 11, 2021 - KE Holdings Inc. (“Beike” or the “Company”) (NYSE: BEKE), a leading integrated online and offline platform for housing transactions and services, today announced its unaudited financial results for the second quarter ended June 30, 2021.

Business Highlights for the Second Quarter of 2021

¹ GTV for a given period is calculated as the total value of all transactions which the Company facilitated on the Company’s platform and evidenced by signed contracts as of the end of the period, including the value of the existing home transactions, new home transactions and emerging and other services, and including transactions that are contracted but pending closing at the end of period.

² Adjusted net income (loss) is a non-GAAP financial measure, which is defined as net income (loss), excluding (i) share-based compensation expenses, (ii) amortization of intangible assets resulting from acquisitions and business cooperation agreement, (iii) changes in fair value from long term investments, loan receivables measured at fair value and contingent consideration, and (iv) tax effects of the above non-GAAP adjustments. Please refer to the section titled “Unaudited reconciliation of GAAP and non-GAAP results” for details.

³ "Mobile monthly active users" or "mobile MAU" are to the sum of (i) the number of accounts that have accessed our platform through our Beike or Lianjia mobile app (with duplication eliminated) at least once during a month, and (ii) the number of Weixin users that have accessed our platform through our Weixin mini programs at least once during a month. Average mobile MAU for any period is calculated by dividing (i) the sum of the Company’s mobile MAUs for each month of such period, by (ii) the number of months in such period.

“We are pleased with our strong performance in the second quarter, backed by our commitment to contribute to a better industry and a better society,” said Mr. Stanley Yongdong Peng, Chairman of the Board and Chief Executive Officer of Beike. “Guided by our dedication to protect our customers’ rights and interests while fulfilling their expectations for joyful living, Beike delivered solid results while adhering to the national policy that ‘housing is for living in, not for speculation’, as evidenced by the total GTV of RMB2.29 trillion in the first half of 2021, up 72.3% year-over-year.”

“During the second quarter, we continued to upgrade our Agent Specialization Strategy and expand our professional contract service centers to 287 locations to enhance efficiency and collaborations, resulting in GTV of existing home transaction services of RMB652.0 billion, representing 11.7% growth year-over-year. GTV of new home transaction services rose by 32.3% year-over-year, reaching RMB498.3 billion, and 42.8% of the GTV growth derived from connected stores and other sales channels as we further enriched our new home related online content and made steady progress with our ‘New Home Business Conduct Improvement Plan’. At the same time, we sustained our rapid growth momentum in emerging services during the second quarter. We announced our proposed acquisition of Shengdu to accelerate our home renovation business development, and launched Home SaaS system 1.0 to further enhance the end-to-end standardization and digitalization of our home renovation services.”

“Looking ahead, we plan to leverage our quality, talent and technological resources to stimulate inspirations and explore growth and development opportunities, which has been key to our success during each of the past market corrections. In the future, housing is expected to be an increasingly important field of people’s livelihood, as we believe there will always be the consumers’ long-term demand for better living. Given the relative inefficiencies that persist in the housing industry, with low user satisfaction, and problems such as lack of standardization, digitalization, and internet penetration, we still see tremendous opportunities for value creation and increasing need for our innovative solutions. We will always look inward for source of strength and outward for value creation opportunities, with both perseverance and optimism for a bright future. With this in mind, we will continue to grow our business operations with a focus on long-term ‘better living’ by promoting our one-stop quality home services for the 300 million households in China,” concluded Mr. Peng.

Mr. Tao Xu, Executive Director and Chief Financial Officer of Beike, further commented, “Driven by the strong growth in GTV of both existing home and new home transaction services, we achieved a 20.0% year-over-year increase in net revenues to RMB24.2 billion in the second quarter, beating both the high end of our guidance and the street consensus. During the second quarter, a slew of city-specific policies and severe market-cooling measures were rolled out in China. Those measures help promote a stable and healthy development of real estate market in the long run, but may bring about short-term market uncertainties. Despite this challenge, we firmly uphold those policies and measures, and support government to crack down on housing speculation in certain overheated cities to stabilize the market. We believe that the longing for joyful living and better housing creates firm demand from the consumers. Looking into the second half of this year, we will continue to invest in the Company’s infrastructure and emerging services. And we strongly believe in what Lao Zuo mentioned in our prospectus - Marching through noises and market volatility, we believe it is our fundamental value, rather than external circumstances, that is the key to the continuing success of Beike. Compared to our near-term financial performance, we devote more efforts in developing and investing in our long-term capabilities, even though it might take time to achieve financial returns on these investments. In fact, the longer it takes and the more difficult it is, the more excited we become.”

Second Quarter 2021 Financial Results

Net Revenues

Net revenues increased by 20.0% to RMB24.2 billion (US$3.7 billion) in the second quarter of 2021 from RMB20.1 billion in the same period of 2020. The increase was driven by the total GTV growth of 22.2% to RMB1,220.8 billion (US$189.1 billion) in the second quarter of 2021 from RMB999.2 billion in the same period of 2020. For the first half of 2021, net revenues increased by 64.6% to RMB44.9 billion (US$7.0 billion) from RMB27.3 billion in the first half of 2020. The increase was driven by the total GTV growth of 72.3% to RMB2,290.4 billion (US$354.7 billion) in the first half of 2021 from RMB1,329.1 billion in the first half of 2020.

Among that, (i) the revenues derived from platform service, franchise service and other value-added services, which are mostly charged to connected stores and agents on the Company’s platform, increased by 29.1% to RMB1.1 billion (US$0.2 billion) in the second quarter of 2021 from RMB0.9 billion in the same period of 2020, primarily due to the increased GTV of existing home transactions served by connected agents on the Company’s platform by 25.6% to RMB342.5 billion (US$53.0 billion) in the second quarter of 2021 from RMB272.7 billion in the same period of 2020, and a moderate increase in existing home transaction commission rate charged by connected stores;

(ii) commission revenue increased by 2.4% to RMB8.5 billion (US$1.3 billion) in the second quarter of 2021 from RMB8.3 billion in the same period of 2020, driven by a moderate increase in existing home transaction services commission rate charged by Lianjia stores, while GTV of existing home transactions served by Lianjia stores was RMB309.5 billion (US$47.9 billion) in the second quarter of 2021, compared to RMB310.9 billion in the same period of 2020 as a meaningful portion of transactions were concentrated in the second quarter of 2020 under the impact of COVID-19 outbreak.

Cost of Revenues

Total cost of revenues increased by 38.6% to RMB18.8 billion (US$2.9 billion) in the second quarter of 2021 from RMB13.6 billion in the same period of 2020.

Gross Profit

Gross profit was RMB5.3 billion (US$0.8 billion) in the second quarter of 2021, compared to RMB6.6 billion in the same period of 2020. Gross margin was 22.1% in the second quarter of 2021, compared to 32.5% in the same period of 2020. The decrease in gross margin was mainly because: 1) market in the second quarter of 2021 had more ordinary performance compared to the same period of 2020, as a significant portion of transactions, especially existing home transactions, shifted from the first quarter to the second quarter of 2020 due to the COVID-19 pandemic, resulting in a high base of gross margin; 2) in the second quarter of 2021, existing home sales market was affected by a series of market-cooling measures that led to a relatively lower contribution from existing home transactions revenues to total net revenues, resulting in a lower total contribution margin compared to the same period of 2020; and 3) the proportion of new home transactions completed by connected agents and other sales channels increased in the second quarter of 2021 compared to the same period of 2020, resulting in a lower new home contribution margin in the second quarter of 2021. For the first half of 2021, gross profit increased by 43.9% to RMB10.1 billion (US$1.6 billion) from RMB7.1 billion in the first half of 2020.

Income (Loss) from Operations

Total operating expenses were RMB4.2 billion (US$0.7 billion) in the second quarter of 2021, compared to RMB3.3 billion in the same period of 2020.

Income from operations was RMB1,116 million (US$173 million) in the second quarter of 2021, compared to RMB3,287 million in the same period of 2020. Operating margin was 4.6% in the second quarter of 2021, compared to 16.3% in the same period of 2020, primarily due to a relatively higher gross profit margin in the second quarter of 2020, and less operating expenses incurred in the second quarter of 2020 due to travel and offline events restrictions. For the first half of 2021, income from operations increased by 28.6% to RMB2,129 million (US$330 million) from RMB1,656 million in the first half of 2020.

Adjusted income from operations⁴ was RMB1,669 million (US$258 million) in the second quarter of 2021, compared to RMB3,443 million in the same period of 2020. Adjusted operating margin⁵ was 6.9% in the second quarter of 2021, compared to 17.1% in the same period of 2020. Adjusted EBITDA⁶ was RMB2,555 million (US$396 million) in the second quarter of 2021, compared to RMB3,792 million in the same period of 2020. For the first half of 2021, adjusted income from operations increased by 64.6% to RMB3,233 million (US$501 million) from RMB1,965 million in the first half of 2020.

Net Income (Loss)

Net income was RMB1,116 million (US$173 million) in the second quarter of 2021, compared to RMB2,839 million in the same period of 2020. For the first half of 2021, net income increased by 35.3% to RMB2,174 million (US$337 million) from RMB1,607 million in the same period of 2020.

Adjusted net income was RMB1,638 million (US$254 million) in the second quarter of 2021, compared to RMB2,951 million in the same period of 2020. For the first half of 2021, adjusted net income increased by 68.8% to RMB3,140 million (US$486 million) from RMB1,861 million in the same period of 2020.

⁴ Adjusted income (loss) from operations is a non-GAAP financial measure, which is defined as income (loss) from operations, excluding (i) share-based compensation expenses and (ii) amortization of intangible assets resulting from acquisitions and business cooperation agreement. Please refer to the section titled “Unaudited reconciliation of GAAP and non-GAAP results” for details.

⁵ Adjusted operating margin is adjusted income (loss) from operations as a percentage of net revenues.

⁶ Adjusted EBITDA is a non-GAAP financial measure, which is defined as net income (loss), excluding (i) interest income, net, (ii) income tax expense (benefit), (iii) depreciation of property and equipment, (iv) amortization of intangible assets, (v) share-based compensation expenses, and (vi) changes in fair value from long term investments, loan receivables measured at fair value and contingent consideration. Please refer to the section titled “Unaudited reconciliation of GAAP and non-GAAP results” for details.

Net Income (Loss) attributable to KE Holdings Inc.’s ordinary shareholders

Net income attributable to KE Holdings Inc.’s ordinary shareholders increased by 5.6% to RMB1,112 million (US$172 million) in the second quarter of 2021 from RMB1,053 million in the same period of 2020. For the first half of 2021, net income attributable to KE Holdings Inc.’s ordinary shareholders increased by 2,106.0% to RMB2,170 million (US$336 million) from RMB98 million in the first half of 2020.

Adjusted net income attributable to KE Holdings Inc.⁷ was RMB1,635 million (US$253 million) in the second quarter of 2021, compared to RMB2,948 million in the same period of 2020. For the first half of 2021, adjusted net income attributable to KE Holdings Inc. increased by 68.7% to RMB3,136 million (US$486 million) from RMB1,860 million in the first half of 2020.

Net Income (Loss) per ADS

Diluted net income per ADS attributable to KE Holdings Inc.’s ordinary shareholders⁸ was RMB0.93 (US$0.14) in the second quarter of 2021, compared to RMB2.12 in the same period of 2020.

Adjusted diluted net income per ADS attributable to KE Holdings Inc.’s ordinary shareholders⁹ was RMB1.37 (US$0.21) in the second quarter of 2021, compared to RMB2.23 in the same period of 2020.

Cash, Cash Equivalents, Restricted Cash and Short-Term Investments

As of June 30, 2021, the combined balance of the Company’s cash, cash equivalents, restricted cash and short-term investments amounted to RMB59.2 billion (US$9.2 billion).

⁷ Adjusted net income (loss) attributable to KE Holdings Inc. is a non-GAAP financial measure and represents adjusted income (loss) attributable to KE Holdings Inc.’s ordinary shareholders and preferred shareholders, and all preferred shares of KE Holdings Inc. had been automatically converted to ordinary shares upon initial public offering of KE Holdings Inc. on a one-for-one basis. Adjusted net income (loss) attributable to KE Holdings Inc. is defined as net income (loss) attributable to KE Holdings Inc., excluding (i) share-based compensation expenses, (ii) amortization of intangible assets resulting from acquisitions and business cooperation agreement, (iii) changes in fair value from long term investments, loan receivables measured at fair value and contingent consideration, (iv) tax effects of the above non-GAAP adjustments, and (v) effects of non-GAAP adjustments on net income (loss) attributable to non-controlling interests shareholders. Please refer to the section titled “Unaudited reconciliation of GAAP and non-GAAP results” for details.

⁸ ADS is American Depositary Share. Each ADS represents three Class A ordinary shares of the Company. Diluted net income (loss) per ADS attributable to KE Holdings Inc.’s ordinary shareholders is net income (loss) attributable to ordinary shareholders divided by weighted average number of diluted ADS.

⁹ Adjusted net income (loss) per ADS attributable to KE Holdings Inc.’s ordinary shareholders is a non-GAAP financial measure, which is defined as adjusted net income (loss) attributable to KE Holdings Inc.’s ordinary shareholders divided by weighted average number of ADS outstanding during the periods used in calculating adjusted net income (loss) per ADS, basic and diluted. Please refer to the section titled “Unaudited reconciliation of GAAP and non-GAAP results” for details.

Business Outlook

For the third quarter of 2021, the Company expects total net revenues to be between RMB14.5 billion (US$2.2 billion) and RMB15.5 billion (US$2.4 billion), representing a decrease of approximately 24.6% to 29.4% from the same quarter of 2020. This forecast considers the potential impact of the recent real estate related policies and measures, and the Company’s current and preliminary view on the business situation and market condition, which is subject to change.

Conference Call Information

The Company will hold a conference call on 9:00 PM U.S. Eastern Time on Wednesday, August 11, 2021 (9:00 AM Beijing/Hong Kong Time on Thursday, August 12, 2021) to discuss the financial results. Details for the conference call are as follows:

Event Title: Beike’s Second Quarter 2021 Earnings Conference Call

Conference ID: 1752298

All participants must use the link provided below to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of participant dial-in numbers, the Direct Event pass code, and a unique registrant ID by email.

PRE-REGISTER LINK:

http://apac.directeventreg.com/registration/event/1752298

A live and archived webcast of the conference call will also be available at the Company’s investor relations website at http://investors.ke.com/.

The replay will be accessible through August 19, 2021, by dialing the following numbers:

Exchange Rate

This announcement contains translations of certain RMB amounts into U.S. dollars ("US$") at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to US$ were made at the rate of RMB6.4566 to US$1.00, the noon buying rate in effect on June 30, 2021, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or US$ amounts referred could be converted into US$ or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.

Non-GAAP Financial Measures

The Company uses adjusted income (loss) from operations, adjusted net income (loss), adjusted net income (loss) attributable to KE Holdings Inc., adjusted operating margin, adjusted EBITDA and adjusted net income (loss) per ADS attributable to KE Holdings Inc.’s ordinary shareholders, each a non-GAAP financial measure, in evaluating its operating results and for financial and operational decision-making purposes. Beike believes that these non-GAAP financial measures help identify underlying trends in the Company's business that could otherwise be distorted by the effect of certain expenses that the Company includes in its net income (loss). Beike also believes that these non-GAAP financial measures provide useful information about its results of operations, enhance the overall understanding of its past performance and future prospects and allow for greater visibility with respect to key metrics used by its management in its financial and operational decision-making. A limitation of using these non-GAAP financial measures is that these non-GAAP financial measures exclude share-based compensation expenses that have been, and will continue to be for the foreseeable future, a significant recurring expense in the Company’s business.

The presentation of these non-GAAP financial measures should not be considered in isolation or construed as an alternative to gross profit, net income (loss) or any other measure of performance or as an indicator of its operating performance. Investors are encouraged to review these non-GAAP financial measures and the reconciliation to the most directly comparable GAAP measures. The non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company’s data. Beike encourages investors and others to review its financial information in its entirety and not rely on a single financial measure. Adjusted income (loss) from operations is defined as income (loss) from operations, excluding (i) share-based compensation expenses, and (ii) amortization of intangible assets resulting from acquisitions and business cooperation agreement. Adjusted operating margin is defined as adjusted income (loss) from operations as a percentage of net revenues. Adjusted net income (loss) is defined as net income (loss), excluding (i) share-based compensation expenses, (ii) amortization of intangible assets resulting from acquisitions and business cooperation agreement, (iii) changes in fair value from long term investments, loan receivables measured at fair value and contingent consideration, and (iv) tax effects of the above non-GAAP adjustments. Adjusted net income (loss) attributable to KE Holdings Inc. is defined as net income (loss) attributable to KE Holdings Inc., excluding (i) share-based compensation expenses, (ii) amortization of intangible assets resulting from acquisitions and business cooperation agreement, (iii) changes in fair value from long term investments, loan receivables measured at fair value and contingent consideration, (iv) tax effects of the above non-GAAP adjustments, and (v) effects of non-GAAP adjustments on net income (loss) attributable to non-controlling interests shareholders. Adjusted EBITDA is defined as net income (loss), excluding (i) interest income, net, (ii) income tax expense (benefit), (iii) depreciation of property and equipment, (iv) amortization of intangible assets, (v) share-based compensation expenses, and (vi) changes in fair value from long term investments, loan receivables measured at fair value and contingent consideration. Adjusted net income (loss) per ADS attributable to KE Holdings Inc.’s ordinary shareholders is defined as adjusted net income (loss) attributable to KE Holdings Inc.’s ordinary shareholders divided by weighted average number of ADS outstanding during the periods used in calculating adjusted net income (loss) per ADS, basic and diluted.

Please see the “Unaudited reconciliation of GAAP and non-GAAP results” included in this press release for a full reconciliation of each non-GAAP measure to its respective comparable GAAP measure.

About KE Holdings Inc.

KE Holdings Inc. is a leading integrated online and offline platform for housing transactions and services. The Company is a pioneer in building the industry infrastructure and standards in China to reinvent how service providers and housing customers efficiently navigate and consummate housing transactions, ranging from existing and new home sales, home rentals, to home renovation, real estate financial solutions, and other services. The Company owns and operates Lianjia, China’s leading real estate brokerage brand and an integral part of its Beike platform. With 20 years of operating experience through Lianjia since its inception in 2001, the Company believes the success and proven track record of Lianjia pave the way for it to build the industry infrastructure and standards and drive the rapid and sustainable growth of Beike.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to 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,” “likely to,” and similar statements. Among other things, the business outlook and quotations from management in this press release, as well as Beike’s strategic and operational plans, contain forward-looking statements. Beike may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about KE Holdings Inc.’s beliefs, plans, 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: Beike’s goals and strategies; Beike’s future business development, financial condition and results of operations; expected changes in the Company’s revenues, costs or expenditures; Beike’s ability to empower services and facilitate transactions on Beike’s platform; competition in our industry; relevant government policies and regulations relating to our industry; Beike’s ability to protect the Company’s systems and infrastructures from cyber-attacks; Beike’s dependence on the integrity of brokerage brands, stores and agents on the Company’s platform; general economic and business conditions in China and globally; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in KE Holdings Inc.’s filings with the SEC. All information provided in this press release is as of the date of this press release, and KE Holdings Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

In China:

KE Holdings Inc.

Investor Relations

Matthew Zhao

Siting Li

E-mail: ir@ke.com

The Piacente Group, Inc.

Ross Warner

Tel: +86-10-6508-0677

E-mail: ke@tpg-ir.com

In the United States:

The Piacente Group, Inc.

Brandi Piacente

Tel: +1-212-481-2050

E-mail: ke@tpg-ir.com

Source: KE Holdings Inc.

KE Holdings Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share, per share data)

KE Holdings Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(All amounts in thousands, except for share, per share data)

KE Holdings Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(All amounts in thousands, except for share, per share data)

KE Holdings Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except for share, per share data, ADS and per ADS data)

KE Holdings Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(All amounts in thousands, except for share, per share data, ADS and per ADS data)

KE Holdings Inc.

UNAUDITED RECONCILIATION of GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except for share, per share data, ADS and per ADS data)

KE Holdings Inc.

UNAUDITED RECONCILIATION of GAAP AND NON-GAAP RESULTS (Continued)

(All amounts in thousands, except for share, per share data, ADS and per ADS data)