JD.com (NASDAQ: JD) Rule 144: Proposed sale of 12,800 ADRs after RSU vesting

Rhea-AI Filing Summary

JD.com, Inc. filing a Rule 144 notice for the proposed sale of 12,800 ADRs (each ADR represents two Class A ordinary shares). The filing shows vesting of Restricted Share Units on 04/01/2026 tied to 12,800 ADS and prior sales of 2,806 ADS on 01/02/2026.

Insights

Securities Compliance Counsel

Rule 144 notice documents a planned resale of ADRs after RSU vesting.

The filing lists a proposed sale of 12,800 ADRs, with the ADR defined as representing two Class A ordinary shares and RSU vesting dated 04/01/2026. It also records prior dispositions of 2,806 ADS on 01/02/2026.

Timing, method of sale, and cash‑flow recipients are not detailed in the excerpt; subsequent SEC filings or broker disclosures would show execution details and actual proceeds.

Key Figures

Proposed ADRs to be sold: 12,800 ADRs ADR representation: 1 ADR = 2 Class A ordinary shares RSU vesting date: 04/01/2026 +1 more

4 metrics

Proposed ADRs to be sold 12,800 ADRs Listed in Rule 144 notice

ADR representation 1 ADR = 2 Class A ordinary shares ADR definition shown in filing

RSU vesting date 04/01/2026 Vesting of Restricted Share Units tied to 12,800 ADS

ADS sold in past 3 months 2,806 ADS Disposition recorded on 01/02/2026

Key Terms

ADR, Restricted Share Units, Rule 144

3 terms

ADR financial

"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.

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.

Rule 144 regulatory

"144: Securities To Be Sold"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

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	12800	352512.00	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.			12800	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
Zhang Pang No.18 Kechuang 11 Street BDA BEIJING F4 101111	ADS of JD.com, Inc	01/02/2026	2806	82306.01

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's Rule 144 filing mean for holders of JD ADRs?

It notifies the SEC of a proposed resale of 12,800 ADRs. The filing documents RSU vesting on 04/01/2026 and a prior sale of 2,806 ADS on 01/02/2026; it does not state sale timing or proceeds.

Who is listed as offering the ADRs in the JD Rule 144 notice?

The Core Securities Company Limited appears in the filing connected to the ADR line. The excerpt links that entity to the ADR record and shows the ADS instrument representing two Class A ordinary shares.

How many ADS were sold in the past three months per the filing?

The filing records 2,806 ADS sold on 01/02/2026. This is the disclosed recent disposition amount; the document does not provide sale prices or which party received proceeds in that transaction.

Were Restricted Share Units involved in the JD.com transaction?

Yes — the filing shows vesting of Restricted Share Units on 04/01/2026. The vesting entry lists 12,800 ADS/ADRs associated with that vesting event in the excerpt.