JD (JD) Form 144: Insider plans $19.5K ADR sale after RSU vest

Rhea-AI Filing Summary

JD.com, Inc. (JD) has filed a Form 144 with the U.S. SEC indicating a proposed insider sale. The notice covers the potential disposal of 600 American Depositary Receipts (ADRs), each ADR representing two Class A ordinary shares. Based on the filing, the aggregate market value of the planned sale is $19,548, translating to roughly $32.58 per ADR. The shares are expected to be sold on NASDAQ around 07/02/2025. The issuing broker is listed as The Core Securities Company Limited, Hong Kong.

The filing notes that the securities were acquired on 07/01/2025 through the vesting of Restricted Share Units (RSUs) granted under JD.com’s share incentive plan, implying the transaction is part of normal equity-compensation monetisation. Total shares outstanding for JD.com are disclosed as 2,890,019,557, so the proposed sale represents an immaterial 0.00002 % of shares outstanding.

Under Rule 144 disclosure requirements, the filer must detail any insider sales in the preceding three months. The filing shows a prior sale of 2,869 ADS on 04/03/2025, generating gross proceeds of $114,430.02. No additional remarks were provided, and the signatory affirms awareness of no undisclosed material adverse information.

Key Takeaway: The Form 144 signals limited insider selling activity, likely linked to routine RSU vesting rather than a strategic stake reduction; the dollar amount and share count are negligible relative to JD.com’s market capitalisation.

Positive

• None.

Negative

• Insider selling activity, albeit small, may be perceived as a modestly negative signal by sentiment-driven investors.

Insights

Financial Analyst

TL;DR: Tiny RSU-related insider sale; negligible dilution; neutral market impact.

The proposed sale of 600 ADRs worth roughly $19.5k is immaterial versus JD.com’s 2.89 billion shares outstanding. Rule 144 filings are procedural once insider share counts exceed 5,000 shares or $50k in any three-month period, which the filer already triggered with the earlier 2,869-ADS disposition. Given the modest size, there is no implication for liquidity, control, or near-term earnings. The filing simply flags compliance with SEC resale limitations. Investors typically view aggregate insider selling trendlines, not isolated micro-transactions, so this notice should be regarded as housekeeping. Overall impact: neutral.

Corporate Governance Expert

TL;DR: Routine Form 144 shows governance compliance; insider activity minor.

The document demonstrates JD.com’s insiders are adhering to U.S. disclosure standards for secondary sales, reinforcing transparency. The shares stem from RSU vesting—a standard compensation feature in large tech firms. While any insider sale can raise questions, the minuscule fraction (0.00002 %) minimises governance concerns about shifting commitment or information asymmetry. No 10b5-1 plan specifics were disclosed, but the representation of no undisclosed adverse information mitigates potential signalling risk. This event is not impactful for governance assessments.

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	600	19548.00	2890019557	07/02/2025	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)	07/01/2025	Vesting of Restricted Share Units granted pursuant to the Issuer's Share Incentive Plan	JD.com, Inc.			600	07/01/2025	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
Su Shan No.18 Kechuang 11 Street BDA Beijing F4 101111	ADS of JD.com, Inc.	04/03/2025	2869	114430.02

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 Form 144 filed on 07/02/2025 disclose?

A proposed sale of 600 ADRs worth $19,548, acquired via RSU vesting.

How significant is the 600-ADR sale compared to JD.com's total shares?

It equals roughly 0.00002 % of the 2.89 billion shares outstanding, therefore immaterial.

Were there prior insider sales disclosed in the filing?

Yes. 2,869 ADS were sold on 04/03/2025, generating $114,430.02.

What is the scheduled trading venue for the proposed sale?

NASDAQ is listed as the exchange for execution.

How were the securities acquired by the insider?

Through the vesting of Restricted Share Units granted under JD.com’s share incentive plan.

Does the filer claim knowledge of undisclosed adverse information?

No. The signer represents they are unaware of any non-public negative information.