JD.com (NASDAQ: JD) plans offshore CNY senior notes sale

Rhea-AI Filing Summary

JD.com plans to issue CNY-denominated senior unsecured notes in offshore transactions to non-U.S. investors under Regulation S. The principal amount, interest rates, maturity dates and other terms will be set at pricing. JD.com expects to use the net proceeds for general corporate purposes, including repaying certain existing debt and paying interest. The notes will not be registered under the U.S. Securities Act and cannot be offered or sold in the United States without an applicable exemption. The company notes there is no assurance the proposed notes offering will be completed.

Insights

Credit and capital-structure analyst

JD.com plans an offshore CNY bond deal to refinance debt.

JD.com is preparing a CNY-denominated senior unsecured notes offering to non-U.S. investors in offshore markets under Regulation S. These are debt securities, ranking as senior obligations of the company.

The company plans to use net proceeds for general corporate purposes, including repayment of some existing indebtedness and interest. This points to balance-sheet management rather than funding a specific acquisition or project.

The announcement emphasizes that final terms will be set at pricing and that completion is uncertain, highlighting exposure to market conditions and investor demand. Subsequent company communications may provide the final size, pricing and tenor of the notes once determined.

Key Terms

CNY-denominated senior unsecured notes, Regulation S, general corporate purposes, forward-looking statements, +1 more

5 terms

CNY-denominated senior unsecured notes financial

"it proposes to offer CNY-denominated senior unsecured notes (the “Notes”)"

Regulation S regulatory

"to non-U.S. persons in reliance on Regulation S under the United States Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

general corporate purposes financial

"use the net proceeds from the Notes Offering for general corporate purposes, including repayment of certain existing indebtedness"

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

forward-looking statements regulatory

"This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

safe harbor regulatory

"made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

Form 6-K: How Foreign Companies Report to the SEC →

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 March 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 Proposed Offering of CNY-denominated Senior Notes

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: March 31, 2026

Exhibit 99.1

JD.com Announces Proposed Offering of CNY-denominated Senior Notes

BEIJING, March 30, 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 that it proposes to offer CNY-denominated senior unsecured notes (the “Notes”) in offshore transactions outside the United States to non-U.S. persons in reliance on Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions and other factors (the “Notes Offering”). The principal amount, interest rates, maturity dates and other terms of the Notes will be determined at the time of pricing of the Notes Offering.

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.

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. Any offering of securities will be made by means of one or more offering documents, which will contain detailed material information about the Company and its operational and financial performance.

This announcement contains information about the pending Notes Offering, and there can be no assurance that the Notes Offering will be completed.

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 Stock Exchange of Hong Kong Limited (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

FAQ

What did JD (JD.com) announce in this Form 6-K filing?

JD.com announced a proposed offering of CNY-denominated senior unsecured notes in offshore transactions to non-U.S. investors under Regulation S, with final terms set at pricing and completion dependent on market conditions.

How will JD.com (JD) use the proceeds from the proposed senior notes?

JD.com intends to use the net proceeds from the proposed CNY senior notes for general corporate purposes, including repaying certain existing indebtedness and paying interest, supporting its ongoing financing needs and capital structure management.

Where and to whom will JD.com’s CNY senior notes be offered?

The proposed CNY-denominated senior notes will be offered in offshore transactions outside the United States to non-U.S. persons, relying on Regulation S under the U.S. Securities Act of 1933 as the exemption framework for the offering.

Are JD.com’s proposed CNY senior notes registered in the United States?

The proposed CNY senior notes have not been and will not be registered under the U.S. Securities Act or state securities laws, and may not be offered or sold in the United States without a valid exemption from registration requirements.

Is JD.com’s proposed CNY senior notes offering guaranteed to be completed?

JD.com explicitly states there can be no assurance the proposed CNY senior notes offering will be completed, underscoring that it remains subject to market conditions and other factors that may affect investor demand or execution.

What type of security is JD.com planning to issue in this proposed deal?

JD.com is planning to issue CNY-denominated senior unsecured notes, a form of debt security that ranks as a senior obligation of the company but is not secured by specific collateral or assets backing the repayment.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 8.2 KB