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Baidu (BIDU) CEO Robin Li granted 1.97M restricted shares and converts 527K

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Baidu, Inc. insider Robin Yanhong Li reported equity award activity and related share movements. On 6 August 2026, he received a grant of 1,966,824 restricted shares directly, each linked to one Class A ordinary share, vesting in four equal annual installments starting 6 August 2027, subject to continued service. On 7 August 2026, an existing award of restricted shares was exercised/converted for 527,200 Class A ordinary shares, now held indirectly through Handsome Reward Limited, a British Virgin Islands company wholly owned by Li. Following this exercise, 1,581,624 restricted shares from that award remain. Indirect holdings also include 9,141,616 Class A ordinary shares and 439,200,000 Class B ordinary shares through Handsome Reward Limited. Li’s spouse holds additional Class A and Class B shares personally, which he disclaims beneficial ownership of.

Positive

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Negative

  • None.
Insider Li Yanhong Robin
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Shares F4, F2 527,200 $0.00 $0.00
Exercise Class A ordinary shares F1, F2 527,200 $0.00 $0.00
Grant/Award Restricted Shares F3 1,966,824 $0.00 $0.00
holding Class A ordinary shares F1 -- -- --
holding Class B ordinary shares F2 -- -- --
holding Class A ordinary shares -- -- --
Holdings After Transaction: Restricted Shares — 1,966,824 shares (Direct); Restricted Shares — 1,581,624 shares (Indirect, By Handsome Reward Limited); Class A ordinary shares — 9,141,616 shares (Indirect, By Handsome Reward Limited); Class A ordinary shares — 6,543,968 shares (Direct); Class B ordinary shares — 439,200,000 shares (Indirect, By Handsome Reward Limited)
Footnotes (4)
  1. F1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents eight Class A ordinary shares.
  2. F2. Handsome Reward Limited is a British Virgin Islands company wholly owned by Mr. Robin Yanhong Li.
  3. F3. The restricted shares vest per annum in four equal installments over a 4-year period, starting from August 6, 2027, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date.
  4. F4. The restricted shares vest per annum in four equal installments over a 4-year period, starting from August 7, 2026, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date.
New restricted shares granted 1,966,824 shares Restricted share grant on 6 August 2026, vesting over four years from 6 August 2027
Shares acquired via exercise/conversion 527,200 shares Class A ordinary shares acquired indirectly on 7 August 2026 through exercise/conversion
Remaining restricted shares after exercise 1,581,624 shares Restricted shares still outstanding from the award following the 7 August 2026 exercise
Indirect Class A holdings 9,141,616 shares Class A ordinary shares held indirectly through Handsome Reward Limited after transactions
Indirect Class B holdings 439,200,000 shares Class B ordinary shares held indirectly through Handsome Reward Limited as of 6 August 2026
Spouse Class A holdings 2,031,768 shares Class A ordinary shares held personally by Melissa Ma; Robin Li disclaims beneficial ownership
Spouse Class B holdings 84,720,000 shares Class B ordinary shares held personally by Melissa Ma; Robin Li disclaims beneficial ownership
Exercise/Conversion price $0.00 per share Reported conversion or exercise price for the restricted share exercises
Restricted Shares financial
"The restricted shares vest per annum in four equal installments over a 4-year period"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
Class A ordinary shares financial
"The Class A ordinary shares are held in the form of American depositary shares"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
Class B ordinary shares financial
"84,720,000 Class B ordinary shares as of the date of this form"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
American depositary shares financial
"The Class A ordinary shares are held in the form of American depositary shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
indirect ownership financial
"Handsome Reward Limited is a British Virgin Islands company wholly owned by Mr. Robin Yanhong Li"
vesting financial
"The restricted shares vest per annum in four equal installments over a 4-year period"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What equity awards did Baidu (BIDU) CEO Robin Li receive in this Form 4?
Robin Li received 1,966,824 restricted shares on 6 August 2026. These restricted shares correspond to Class A ordinary shares and vest in four equal annual installments starting 6 August 2027, subject to his continued service with Baidu.

How many Baidu (BIDU) shares did Robin Li acquire through exercise or conversion?
On 7 August 2026, Robin Li’s awards converted into 527,200 Class A ordinary shares. These shares are held indirectly through Handsome Reward Limited, a British Virgin Islands company wholly owned by him, with a reported per-share exercise price of $0.00.

What Baidu (BIDU) share holdings does Handsome Reward Limited report?
Handsome Reward Limited reports 9,141,616 Class A ordinary shares and 439,200,000 Class B ordinary shares. The entity is wholly owned by Robin Li, and these positions reflect his indirect ownership interests as disclosed in the Form 4 data.

How do Robin Li’s new restricted Baidu (BIDU) shares vest?
The 1,966,824 restricted shares granted on 6 August 2026 vest in four equal annual installments, starting 6 August 2027. Vesting is conditioned on Robin Li’s continued service through each applicable vesting date, and the restricted shares have no expiration date.

What happens to the remaining restricted Baidu (BIDU) shares after the 527,200-share exercise?
After the 7 August 2026 exercise, 1,581,624 restricted shares from that award remain outstanding. These restricted shares continue to vest annually over four years starting 7 August 2026, subject to Robin Li’s continued service with the company.

How many Baidu (BIDU) shares does Robin Li’s spouse hold and how are they treated?
Melissa Ma, Robin Li’s spouse, holds 2,031,768 Class A and 84,720,000 Class B ordinary shares personally. Robin Li expressly disclaims beneficial ownership of all such shares, meaning they are not counted as his beneficial holdings in this disclosure.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Li Yanhong Robin
(Last)(First)(Middle)
NO. 10 SHANGDI 10TH STREET
(Street)
BEIJINGCHINA100085
(City)(State)(Zip)
CHINA
(Country)		2. Issuer Name and Ticker or Trading Symbol
Baidu, Inc. [ BIDU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A ordinary shares(1)08/07/2026M527,200A$09,141,616IBy Handsome Reward Limited(2)
Class A ordinary shares(1)3,530,768D
Class B ordinary shares439,200,000IBy Handsome Reward Limited(2)
Class A ordinary shares3,013,200D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Shares$008/06/2026A1,966,82408/06/2027(3) (3)Class A ordinary shares1,966,824$01,966,824D
Restricted Shares$008/07/2026M527,20008/07/2026(4) (4)Class A ordinary shares527,200$01,581,624IBy Handsome Reward Limited(2)
Explanation of Responses:
1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents eight Class A ordinary shares.
2. Handsome Reward Limited is a British Virgin Islands company wholly owned by Mr. Robin Yanhong Li.
3. The restricted shares vest per annum in four equal installments over a 4-year period, starting from August 6, 2027, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date.
4. The restricted shares vest per annum in four equal installments over a 4-year period, starting from August 7, 2026, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date.
Remarks:
Chairman of Board of Directors, Chief Executive Officer *Ms. Melissa Ma, Mr. Robin Yanhong Li's wife, holds shares in her personal capacity 2,031,768 Class A ordinary shares, including in the form of American depositary shares, and 84,720,000 Class B ordinary shares as of the date of this form. Mr. Robin Yanhong Li disclaims beneficial ownership of all of such shares.
/s/ Yanhong Robin Li08/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR