JD.com (NASDAQ: JD) issues CNY10B senior notes due 2031 and 2036
Rhea-AI Filing Summary
JD.com, Inc. has completed an offering of CNY10 billion aggregate principal amount of CNY‑denominated senior unsecured notes in offshore transactions to certain non‑U.S. persons under Regulation S. The offering comprises CNY7.5 billion of 2.05% notes due 2031 and CNY2.5 billion of 2.75% notes due 2036.
JD.com intends to use the net proceeds for general corporate purposes, including repaying existing debt and paying interest. The notes have not been registered under the U.S. Securities Act and cannot be offered or sold in the United States without an exemption. Listing and permission to deal in the notes on the Hong Kong Stock Exchange are expected to become effective on April 13, 2026.
Positive
- None.
Negative
- None.
Insights
JD.com adds CNY10B of long-dated, low‑coupon debt, mainly to refinance.
JD.com has issued CNY10 billion of CNY‑denominated senior unsecured notes in two tranches: CNY7.5 billion at 2.05% due 2031 and CNY2.5 billion at 2.75% due 2036. These are offered offshore under Regulation S, targeting non‑U.S. investors.
The company plans to use net proceeds for general corporate purposes, explicitly including repayment of existing indebtedness and interest. That suggests a refinancing focus rather than funding a new, large expansion. The relatively low coupons may modestly reduce interest expense if they replace higher‑cost debt.
The notes are expected to list on the Hong Kong Stock Exchange on April 13, 2026, which should support secondary trading liquidity among professional investors. Actual balance‑sheet impact will depend on which specific debts are repaid and future disclosures in JD.com’s periodic reports.
Key Figures
Key Terms
senior unsecured notes financial
Regulation S regulatory
weighted voting rights structure financial
offering memorandum regulatory
professional investors financial
Offering Details
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-36450
JD.com, Inc.
20th Floor, Building A, No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Exhibit Index
| 99.1 | Press Release—JD.com Announces Completion of CNY10 Billion CNY-denominated Senior Notes |
| 99.2 | Announcement—Notice of Listing on the Stock Exchange of Hong Kong Limited |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JD.COM, INC. | ||
| By : | /s/ Ian Su Shan | |
| Name : | Ian Su Shan | |
| Title : | Chief Financial Officer | |
Date: April 10, 2026
Exhibit 99.1
JD.com Announces Completion of CNY10 Billion Offering of CNY-denominated Senior Notes
BEIJING, April 10, 2026 (GLOBE NEWSWIRE) — JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter), the “Company” or “JD.com”), a leading supply chain-based technology and service provider, today announced the completion of its offering of CNY10 billion aggregate principal amount of CNY-denominated senior unsecured notes (the “Notes”). The Notes were offered in offshore transactions outside the United States to certain non-U.S. persons (the “Notes Offering”) in reliance on Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”).
The Notes Offering consists of CNY7.5 billion of 2.05% notes due 2031 and CNY2.5 billion of 2.75% notes due 2036.
The Company intends to use the net proceeds from the Notes Offering for general corporate purposes, including repayment of certain existing indebtedness and payment of interest.
The Notes have not been and will not be registered under the Securities Act or any state securities laws. They may not be offered or sold in the United States or to, or for the account or benefits of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The listing of and permission to deal in the Notes on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) is expected to become effective on April 13, 2026.
This announcement shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, in the United States or elsewhere, and shall not constitute an offer, solicitation or sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About JD.com
JD.com is a leading supply chain-based technology and service provider. The Company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The Company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements made on the website of the Hong Kong Stock Exchange, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about JD.com’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and governmental policies relating to the industries in which JD.com or its business partners operate; potential changes in laws, regulations and governmental policies or changes in the interpretation and implementation of laws, regulations and governmental policies that could adversely affect the industries in which JD.com or its business partners operate, including, among others, initiatives to enhance supervision of companies listed on an overseas exchange and tighten scrutiny over data privacy and data security; risks associated with JD.com’s acquisitions, investments and alliances, including fluctuation in the market value of JD.com’s investment portfolio; natural disasters and geopolitical events; change in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and globally. Further information regarding these and other risks is included in JD.com’s filings with the SEC and the announcements on the website of the Hong Kong Stock Exchange. All information provided herein is as of the date of this announcement, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law.
For investor and media inquiries, please contact:
Investor Relations
Sean Zhang
+86 (10) 8912-6804
IR@JD.com
Media Relations
+86 (10) 8911-6155
Press@JD.com
Exhibit 99.2
119631 (JD.com Eng) 09/04/2026 19:53 M71 HKEX E>C
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise 20 votes, respectively, on any resolution tabled at our general meetings, except as may otherwise be required by law or provided for in our Memorandum and Articles of Association. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing two of our Class A ordinary shares, are listed on the Nasdaq Global Select Market in the United States under the symbol JD.
The announcement shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
JD.com, Inc.
京東集團股份有限公司
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Codes: 9618 (HKD counter) and 89618 (RMB counter))
NOTICE OF LISTING ON THE STOCK EXCHANGE
OF HONG KONG LIMITED
CNY7,500,000,000 2.05% SENIOR NOTES DUE 2031
(Debt Stock Code: 85116)
AND
CNY2,500,000,000 2.75% SENIOR NOTES DUE 2036
(Debt Stock Code: 85117)
(collectively, the “Notes”)
Application has been made to The Stock Exchange of Hong Kong Limited for the listing of, and permission to deal in, the Notes by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) only, as described in the offering memorandum relating thereto dated April 1, 2026. The listing of and permission to deal in the Notes is expected to become effective on April 13, 2026.
| By Order of the Board of Directors |
| JD.com, Inc. |
| Mr. Richard Qiangdong Liu |
| Chairman of the Board of Directors |
Beijing, China, April 10, 2026
As at the date of this announcement, our board of directors comprises Mr. Richard Qiangdong LIU as the chairman, Ms. Sandy Ran XU as the executive director, Ms. Caroline SCHEUFELE, Ms. Carol Yun Yau LI, Ms. Grace Kun DING, Ms. Jennifer Ngar-Wing YU, Mr. Ming HUANG, Mr. Louis T. HSIEH, and Mr. Dingbo XU as the independent directors.