Baidu CEO reports restricted share exercises

Rhea-AI Filing Summary

Baidu, Inc. Chairman and CEO Li Yanhong Robin, through his wholly owned British Virgin Islands company Handsome Reward Limited, reported derivative transactions on restricted shares that correspond to 510,808 and 342,096 Class A ordinary shares on August 8 and 9, 2026. These restricted shares vest annually in equal installments over three years and two years, respectively, starting in 2026, and do not have expiration dates. Handsome Reward Limited holds 439,200,000 Class B ordinary shares, and certain Class A ordinary shares are held in the form of American depositary shares, each representing eight Class A ordinary shares. The reporting person’s spouse separately holds Class A and Class B shares in her personal capacity, which he disclaims beneficial ownership of.

Insider Trade Summary

852,904 shares exercised/converted

Exercise 7 txns

Insider Li Yanhong Robin

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Shares F4, F2	342,096	$0.00	$0.00
Exercise	Class A ordinary shares F1, F2	342,096	$0.00	$0.00
Exercise	Restricted Shares F3, F2	510,808	$0.00	$0.00
Exercise	Class A ordinary shares F1, F2	510,808	$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 — 1,363,728 contracts (Indirect, By Handsome Reward Limited); Class A ordinary shares — 9,994,520 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 three equal installments over a 3-year period, starting from August 8, 2026, 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 two equal installments over a 2-year period, starting from August 9, 2026, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date.

Key Figures

Restricted shares linked to Class A (Aug 8, 2026): 510,808 shares Restricted shares linked to Class A (Aug 9, 2026): 342,096 shares Total shares in derivative exercises: 852,904 shares +5 more

8 metrics

Restricted shares linked to Class A (Aug 8, 2026) 510,808 shares Restricted shares corresponding to Class A ordinary shares, vesting over 3 years from August 8, 2026

Restricted shares linked to Class A (Aug 9, 2026) 342,096 shares Restricted shares corresponding to Class A ordinary shares, vesting over 2 years from August 9, 2026

Total shares in derivative exercises 852,904 shares Exercise or conversion of derivative securities reported in the transaction summary

Exercise price per share $0.00 per share Per-share exercise or conversion price for the reported restricted share transactions

Class B ordinary shares held 439,200,000 shares Class B ordinary shares indirectly held by Handsome Reward Limited after reported transactions

Spouse Class A holdings 2,031,768 shares Class A ordinary shares held personally by Ms. Melissa Ma; beneficial ownership disclaimed

Spouse Class B holdings 84,720,000 shares Class B ordinary shares held personally by Ms. Melissa Ma; beneficial ownership disclaimed

ADS to Class A ratio 1 ADS : 8 Class A shares Each American depositary share represents eight Class A ordinary shares

Key Terms

American depositary shares, Restricted Shares, beneficial ownership, vest per annum, +1 more

5 terms

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.

Restricted Shares financial

"The restricted shares vest per annum in three equal installments over a 3-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.

beneficial ownership financial

"Mr. Robin Yanhong Li disclaims beneficial ownership of all of such shares."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

vest per annum financial

"The restricted shares vest per annum in two equal installments over a 2-year period"

indirect ownership financial

"Handsome Reward Limited is a British Virgin Islands company wholly owned by Mr. Robin Yanhong Li."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did Baidu (BIDU) CEO Li Yanhong Robin report on August 8–9, 2026?

Li Yanhong Robin reported derivative transactions through Handsome Reward Limited involving 510,808 and 342,096 restricted shares tied to Class A ordinary shares, reflecting exercise or conversion activity with $0.00 per-share exercise prices.

How many Baidu (BIDU) shares are subject to the reported restricted share transactions?

The filing shows restricted share transactions linked to a total of 852,904 Class A ordinary shares, split into blocks of 510,808 and 342,096 shares reported over August 8 and 9, 2026.

What Baidu (BIDU) shareholdings does Handsome Reward Limited report?

Handsome Reward Limited, wholly owned by Li Yanhong Robin, reports holding 439,200,000 Class B ordinary shares of Baidu. It also appears as the indirect owner of the restricted shares and corresponding Class A ordinary share positions disclosed.

What is the vesting schedule for the Baidu (BIDU) restricted shares in this Form 4?

One block of 510,808 restricted shares vests in three equal annual installments over three years starting August 8, 2026; another 342,096 restricted shares vests in two equal annual installments over two years starting August 9, 2026.

How are Baidu (BIDU) American depositary shares related to Class A ordinary shares?

The Form 4 states that Baidu American depositary shares each represent eight Class A ordinary shares. Some of the Class A ordinary shares mentioned in the filing are held in this ADS form.

Does Baidu (BIDU) CEO Li Yanhong Robin claim beneficial ownership of his spouse’s shares?

No. The remarks explain that his spouse, Ms. Melissa Ma, holds 2,031,768 Class A and 84,720,000 Class B shares in her personal capacity, and he disclaims beneficial ownership of all such shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/11/2026 - 06:03 AM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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)

BEIJING CHINA 100085

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares(1)	08/08/2026		M		510,808	A	$0	9,652,424	I	By Handsome Reward Limited(2)
Class A ordinary shares(1)	08/09/2026		M		342,096	A	$0	9,994,520	I	By Handsome Reward Limited(2)
Class A ordinary shares(1)								3,530,768	D
Class B ordinary shares								439,200,000	I	By Handsome Reward Limited(2)
Class A ordinary shares								3,013,200	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Shares	$0	08/08/2026		M			510,808	08/08/2026(3)	(3)	Class A ordinary shares	510,808	$0	1,021,624	I	By Handsome Reward Limited(2)
Restricted Shares	$0	08/09/2026		M			342,096	08/09/2026(4)	(4)	Class A ordinary shares	342,096	$0	342,104	I	By 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 three equal installments over a 3-year period, starting from August 8, 2026, 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 two equal installments over a 2-year period, starting from August 9, 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 Li	08/11/2026
	** Signature of Reporting Person	Date
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)