JD.com (NASDAQ: JD) affiliate files resale notice for 20,000 ADRs after RSU vesting

Rhea-AI Filing Summary

JD.com, Inc. filing a Form 144 reporting proposed resale of 20,000 ADRs, where each ADR represents two Class A ordinary shares. The filing links the ADRs to vesting of restricted share units under the issuer's share incentive plan on 04/01/2026. It also discloses 12,851 ADRs sold in the prior three months on 01/02/2026 for $376,947.45.

Insights

Securities Compliance Analyst

Routine resale notice tied to RSU vesting; disclosure-focused, not an affirmative market action.

The filing lists 20,000 ADRs as the subject of the Form 144 and cites vesting of restricted share units on 04/01/2026. Form 144 is a regulatory notice required before public resale by affiliates or insiders.

Cash‑flow treatment and purchaser details are not provided in the excerpt; subsequent sale timing and method are not disclosed in this excerpt.

Key Figures

ADRs proposed for resale: 20,000 ADRs RSU vesting date: 04/01/2026 ADRs sold in prior 3 months: 12,851 ADRs +3 more

6 metrics

ADRs proposed for resale 20,000 ADRs Subject of Form 144; each ADR represents two Class A ordinary shares

RSU vesting date 04/01/2026 Vesting of restricted share units tied to the 20,000 ADRs

ADRs sold in prior 3 months 12,851 ADRs Sales reported on 01/02/2026 in the filing excerpt

Proceeds from prior sales $376,947.45 Amount shown for the 12,851 ADRs sold on 01/02/2026

ADR conversion ratio 1 ADR = 2 Class A ordinary shares Conversion ratio stated on the filing cover information

Exchange NASDAQ Exchange listed on the filing cover information

Key Terms

ADR, Form 144, Restricted Share Units, Share Incentive Plan

4 terms

ADR market

"ADR (each representing two Class A ordinary shares)"

An American Depositary Receipt (ADR) is a financial certificate that lets investors buy shares of a foreign company through U.S. stock markets, similar to buying a local wrapper that represents the underlying foreign shares. ADRs matter because they make investing in overseas companies easier and more liquid by trading in U.S. dollars and under U.S. market rules, while still carrying currency, regulatory, and country-specific risks that can affect share value.

Form 144 regulatory

"144: Securities To Be Sold"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

Restricted Share Units financial

"Vesting of Restricted Share Units granted pursuant to the Issuer's Share Incentive Plan"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Share Incentive Plan financial

"granted pursuant to the Issuer's Share Incentive Plan"

A share incentive plan is a company program that gives employees or directors the chance to receive or buy company shares, often after staying with the firm or meeting performance goals. It matters to investors because it’s like giving workers a slice of the company pie to boost performance and loyalty, but issuing those slices can reduce each existing owner’s portion and change metrics such as earnings per share and share count.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADR (each representing two Class A ordinary shares)	The Core Securities Company Limited Suite C, 20/F., Standard Chartered Bank Building, 4-4A Des Voeux Road Central Central K3 999077	20000	550800.00	2752269715	04/02/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ADR (each representing two Class A ordinary shares	04/01/2026	Vesting of Restricted Share Units granted pursuant to the Issuer's Share Incentive Plan	JD.com, Inc.			20000	04/01/2026	Vesting of Restricted Share Units

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Xu Ran No.18 Kechuang 11 Street BDA BEIJING F4 101111	ADS of JD.com, Inc.	01/02/2026	12851	376947.45

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does JD Form 144 report about the ADRs?

The Form 144 reports proposed resale of 20,000 ADRs. It ties those ADRs to RSU vesting under the issuer's share incentive plan on 04/01/2026, per the filing excerpt.

How many ADRs were sold in the past three months for JD?

The filing shows 12,851 ADRs sold during the past three months. Those sales are dated 01/02/2026 with proceeds of $376,947.45 as listed in the excerpt.

What is the ADR-to-ordinary-share ratio for JD in this filing?

Each ADR represents two Class A ordinary shares. That conversion ratio is stated on the filing cover information in the provided excerpt.

Are the 20,000 ADRs from compensation or open-market holdings?

The excerpt ties the 20,000 ADRs to vesting of restricted share units granted under the issuer's share incentive plan on 04/01/2026, indicating a compensation-related source.

Does the Form 144 specify the planned sale date or method?

No specific sale date or distribution method is provided in the excerpt. The filing lists the ADR quantity and vesting date but not timing or sales mechanism.