Baidu, Inc. (BIDU) CFO reports major restricted share exercise and new grant

Rhea-AI Filing Summary

Baidu, Inc. Chief Financial Officer Haijian He reported equity compensation activity. On August 7, 2026 he exercised 151,536 restricted shares granted in 2025 into the same number of Class A ordinary shares at a conversion price of $0.00 per share, resulting in 151,536 Class A ordinary shares held directly. On August 6, 2026 he also received a new grant of 122,792 restricted shares, which are scheduled to vest 25% on August 6, 2027, 25% on August 6, 2028, and 50% on August 6, 2030, subject to continued service. The Class A ordinary shares are held in the form of American depositary shares, with each ADS representing eight Class A ordinary shares.

Insider Trade Summary

Net Buyer: 151,536 shares

Net Buy 3 txns

Insider He Haijian

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Shares F3	151,536	$0.00	$0.00
Exercise	Class A ordinary shares F1	151,536	$0.00	$0.00
Grant/Award	Restricted Shares F2	122,792	$0.00	$0.00

Holdings After Transaction: Restricted Shares — 577,416 shares (Direct); Class A ordinary shares — 151,536 shares (Direct)

Footnotes (3)

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. Represents restricted shares granted on August 6, 2026. The restricted shares will be vested as to 25% on August 6, 2027, 25% on August 6, 2028, 50% on August 6, 2030, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date.
3. F3. Represents restricted shares granted on August 7, 2025. The restricted shares vest per annum in four equal installments over a 4-year period, starting from the first anniversary of the grant date, 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 exercised: 151,536 shares Exercise price per share: $0.00 per share Shares held after exercise: 151,536 shares +2 more

5 metrics

Restricted shares exercised 151,536 shares Restricted shares exercised into Class A ordinary shares on August 7, 2026

Exercise price per share $0.00 per share Conversion price for restricted shares exercised on August 7, 2026

Shares held after exercise 151,536 shares Class A ordinary shares directly held after August 7, 2026 transaction

New restricted shares granted 122,792 shares Restricted shares granted on August 6, 2026 with multi-year vesting

ADS share ratio 8 Class A ordinary shares per ADS Each American depositary share represents eight Class A ordinary shares

Key Terms

Restricted Shares, Class A ordinary shares, American depositary shares, vesting

4 terms

Restricted Shares financial

"Represents restricted shares granted on August 6, 2026."

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.

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.

vesting financial

"The restricted shares will be vested as to 25% on August 6, 2027, 25% on August 6, 2028, 50% on August 6, 2030, subject to the reporting person's continued service."

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.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/10/2026 - 08:03 AM Accepted by SEC EDGAR 08/10/2026 - 08:02 AM Learn about SEC filing dates

FAQ

What equity transactions did Baidu (BIDU) CFO Haijian He report?

Haijian He reported exercising 151,536 restricted shares into Class A ordinary shares at $0.00 per share and receiving a new grant of 122,792 restricted shares with multi-year vesting, all held directly.

How many Baidu (BIDU) shares does the CFO hold after these transactions?

Following the August 7, 2026 exercise, Haijian He directly holds 151,536 Class A ordinary shares. These shares are held in the form of American depositary shares, each representing eight Class A ordinary shares.

What are the vesting terms of the new Baidu (BIDU) restricted share grant?

The new grant of 122,792 restricted shares vests 25% on August 6, 2027, 25% on August 6, 2028, and 50% on August 6, 2030, subject to Haijian He’s continued service through each vesting date.

Were Baidu (BIDU) CFO Haijian He’s transactions under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as being pursuant to a trading plan, indicating these reported equity transactions were not affirmed as executed under a Rule 10b5-1 plan.

What type of securities did the Baidu (BIDU) CFO exercise and acquire?

Haijian He exercised restricted shares into Class A ordinary shares. The resulting holdings are in Class A ordinary shares, which Baidu notes are represented by American depositary shares (ADSs).

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^*

He Haijian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026

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)	08/07/2026		M		151,536	A	$0.000	151,536	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	$0.000	08/06/2026		A		122,792		08/06/2027(2)	(2)	Class A ordinary shares	122,792	$0.000	122,792	D
Restricted Shares	$0.000	08/07/2026		M			151,536	08/07/2026(3)	(3)	Class A ordinary shares	151,536	$0.000	454,624	D

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. Represents restricted shares granted on August 6, 2026. The restricted shares will be vested as to 25% on August 6, 2027, 25% on August 6, 2028, 50% on August 6, 2030, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date.

3. Represents restricted shares granted on August 7, 2025. The restricted shares vest per annum in four equal installments over a 4-year period, starting from the first anniversary of the grant date, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date.

	/s/ Haijian He	08/10/2026
	** 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.
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* Form 4: SEC 1474 (03-26)