Liu Qiangdong details JD.com (JD) share, ADS and option stakes

Rhea-AI Filing Summary

JD.com, Inc. director Liu Qiangdong filed an initial statement of beneficial ownership showing a large equity position across ordinary shares, American depositary shares, options and restricted share units linked to Class A ordinary shares.

He indirectly holds 305,630,780 Class B ordinary shares and 11,487,275 American depositary shares through Max Smart Limited. Each American depositary share represents two Class A ordinary shares. Direct derivative positions include options over 17,000,000 Class A ordinary shares at an exercise price of 16.7000 and options over 5,000,000 Class A ordinary shares at an exercise price of 17.1750, as well as 10,000,000 restricted share units, each representing rights to receive one Class A ordinary share. The options include grants from May 2015 that are fully vested with expirations in 2035, and additional option and restricted share unit grants from May 2025 that vest over five years starting May 15, 2026.

SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

Liu Qiangdong

(Last) (First) (Middle)

1 CONNAUGHT PLACE, CENTRAL

(Street)

HONG KONG 00000

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
Class B ordinary shares	305,630,780	I	By Max Smart Limited
American depositary shares(1)	11,487,275	I	By Max Smart Limited

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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	(2)	(2)	Class A ordinary shares	17,000,000	$16.7	D
Options	(3)	05/14/2035	Class A ordinary shares	5,000,000	$17.175	D
Restricted Share Units	(4)	(4)	Class A ordinary shares	10,000,000	(5)	D

Explanation of Responses:

1. Each American depositary share represents two Class A ordinary shares.

2. These options were granted in May 2015 and subject to a 10-year vesting schedule. As of the date hereof, all these options were vested. The expiration dates of these options are May 15, 2035 or May 21, 2035.

3. These options were granted on May 15, 2025 and subject to a 5-year vesting schedule in equal installments starting from May 15, 2026.

4. These restricted share units were granted on May 15, 2025 and subject to a 5-year vesting schedule in equal installments starting from May 15, 2026. They do not have an expiration date.

5. Each restricted share unit represents contingent rights to receive one Class A ordinary share.

	/s/ Qiangdong Liu	03/18/2026
	** Signature of Reporting Person	Date
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)

FAQ

What does Liu Qiangdong’s JD (JD) Form 3 filing show?

The Form 3 shows Liu Qiangdong’s existing ownership in JD.com, including Class B shares, American depositary shares, options, and restricted share units. It is an initial disclosure of holdings, not a report of new purchases or sales.

How many JD.com shares does Liu Qiangdong hold indirectly via Max Smart Limited?

Liu Qiangdong indirectly holds 305,630,780 Class B ordinary shares and 11,487,275 American depositary shares of JD.com through Max Smart Limited. Each American depositary share represents two Class A ordinary shares, giving him substantial indirect economic exposure.

What option awards linked to JD (JD) Class A shares does Liu Qiangdong report?

He reports options over 17,000,000 Class A ordinary shares at an exercise price of 16.7000 and options over 5,000,000 Class A ordinary shares at 17.1750. Earlier grants from May 2015 are fully vested, with expirations in 2035.

What restricted share units does Liu Qiangdong hold in JD.com?

Liu Qiangdong holds 10,000,000 restricted share units, each representing a right to receive one Class A ordinary share. These RSUs were granted on May 15, 2025 and vest in equal installments over five years starting May 15, 2026.

Does the JD (JD) Form 3 indicate any recent buying or selling by Liu Qiangdong?

No, the Form 3 reflects holdings rather than recent trades. The transaction summary shows no buy, sell, exercise, gift, or restructuring transactions, only entries classed as holding records with unknown transaction codes.

How are JD.com American depositary shares related to Class A ordinary shares?

Each JD.com American depositary share represents two Class A ordinary shares, according to the footnotes. This means Liu Qiangdong’s 11,487,275 American depositary shares correspond economically to twice that number of underlying Class A ordinary shares.