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  4. [Form 3] JD.com, Inc. Initial Statement of Beneficial Ownership

JD.com (Ticker: JD) CFO details RSU and ADS equity holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

JD.com, Inc. Chief Financial Officer Shan Su filed an initial ownership report detailing existing equity interests. The filing shows restricted share units covering a total of 80,000 Class A ordinary shares, granted between April 1, 2023 and April 1, 2025, with vesting schedules running from 2026 through 2029. Shan Su also holds 33,590 American depositary shares, with each ADS representing two Class A ordinary shares.

Positive

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Insider Shan Su
Role Chief Financial Officer
Type Security Shares Price Value
holding Restricted Share Units -- -- --
holding Restricted Share Units -- -- --
holding Restricted Share Units -- -- --
holding Restricted Share Units -- -- --
holding American depositary shares -- -- --
Holdings After Transaction: Restricted Share Units — 5,000 shares (Direct); American depositary shares — 33,590 shares (Direct)
Footnotes (1)
  1. Each American depositary share represents two Class A ordinary shares. These restricted share units were granted on April 1, 2023 and subject to a vesting schedule in equal installments on April 1, 2026 and 2027, respectively. They do not have an expiration date. Each restricted share unit represents contingent rights to receive one Class A ordinary share. These restricted share units were granted on July 1, 2023 and subject to a vesting schedule in equal installments on July 1, 2026 and 2027, respectively. They do not have an expiration date. These restricted share units were granted on April 1, 2024 and subject to a vesting schedule in equal installments on April 1, 2026, 2027 and 2028, respectively. They do not have an expiration date. These restricted share units were granted on April 1, 2025 and subject to a vesting schedule in equal installments on April 1, 2026, 2027, 2028 and 2029, respectively. They do not have an expiration date.
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Shan Su
(Last)(First)(Middle)
20TH FLOOR, BUILDING A,
NO. 18 KECHUANG 11 STREET
(Street)
BEIJING101111
(City)(State)(Zip)
CHINA
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
JD.com, Inc. [ JD ]
3a. Foreign Trading Symbol
[HKEX: 9618] 		5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
American depositary shares(1)33,590D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units (2) (2)Class A ordinary shares5,000(3)D
Restricted Share Units (4) (4)Class A ordinary shares5,000(3)D
Restricted Share Units (5) (5)Class A ordinary shares30,000(3)D
Restricted Share Units (6) (6)Class A ordinary shares40,000(3)D
Explanation of Responses:
1. Each American depositary share represents two Class A ordinary shares.
2. These restricted share units were granted on April 1, 2023 and subject to a vesting schedule in equal installments on April 1, 2026 and 2027, respectively. They do not have an expiration date.
3. Each restricted share unit represents contingent rights to receive one Class A ordinary share.
4. These restricted share units were granted on July 1, 2023 and subject to a vesting schedule in equal installments on July 1, 2026 and 2027, respectively. They do not have an expiration date.
5. These restricted share units were granted on April 1, 2024 and subject to a vesting schedule in equal installments on April 1, 2026, 2027 and 2028, respectively. They do not have an expiration date.
6. These restricted share units were granted on April 1, 2025 and subject to a vesting schedule in equal installments on April 1, 2026, 2027, 2028 and 2029, respectively. They do not have an expiration date.
/s/ Su Shan03/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does JD.com (JD) CFO Shan Su report in this Form 3 filing?

The filing reports Shan Su’s existing equity holdings in JD.com, Inc., not new trades. It lists restricted share units tied to Class A ordinary shares and a separate position in American depositary shares, establishing her baseline ownership as Chief Financial Officer.

How many restricted share units does JD.com (JD) CFO Shan Su hold?

Shan Su holds restricted share units that in total relate to 80,000 Class A ordinary shares. These RSUs were granted in 2023, 2024, and 2025 and follow multi-year vesting schedules extending from 2026 through 2029, with no stated expiration dates.

What are the vesting schedules for Shan Su’s JD.com (JD) restricted share units?

Her RSUs granted in 2023 vest in equal installments on April 1, 2026, April 1, 2027, July 1, 2026, and July 1, 2027. Later grants from 2024 and 2025 vest annually from 2026 through 2029, providing staggered future share delivery.

How many JD.com (JD) American depositary shares does the CFO own?

The Form 3 shows Shan Su directly holding 33,590 American depositary shares of JD.com. A footnote explains that each ADS represents two Class A ordinary shares, giving investors clarity on how these depositary shares relate to the underlying equity.

Do Shan Su’s JD.com (JD) restricted share units have an expiration date?

The footnotes state that the restricted share units do not have an expiration date. Instead, they are governed by time-based vesting schedules, with installments vesting between 2026 and 2029, after which the related Class A ordinary shares can be delivered.

Does this JD.com (JD) Form 3 show any insider buying or selling by the CFO?

No, the Form 3 is an initial ownership report and does not show new buying or selling transactions. It records Shan Su’s existing holdings in restricted share units and American depositary shares at the time she became a reporting insider.