JD.com (JD) CEO Xu Ran details RSU and ADS holdings in Form 3

Rhea-AI Filing Summary

JD.com, Inc. Chief Executive Officer and director Xu Ran filed an initial statement of beneficial ownership. The filing lists direct holdings of multiple blocks of restricted share units, each representing one Class A ordinary share, covering 10,000, 75,000, 200,000 and smaller additional amounts.

Xu Ran also directly holds 203,032 American depositary shares, with each ADS representing two Class A ordinary shares. The restricted share units were granted between July 1, 2022 and July 1, 2025 and are scheduled to vest in installments from April 1, 2026 through 2029, with no expiration dates.

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^*

Xu Ran

(Last) (First) (Middle)

20TH FLOOR, BUILDING A,

NO. 18 KECHUANG 11 STREET

(Street)

BEIJING 101111

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)
American depositary shares(1)	203,032	D

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
Restricted Share Units	(2)	(2)	Class A ordinary shares	10,000	(3)	D
Restricted Share Units	(4)	(4)	Class A ordinary shares	10,000	(3)	D
Restricted Share Units	(5)	(5)	Class A ordinary shares	75,000	(3)	D
Restricted Share Units	(6)	(6)	Class A ordinary shares	200,000	(3)	D
Restricted Share Units	(7)	(7)	Class A ordinary shares	10,722	(3)	D
Restricted Share Units	(8)	(8)	Class A ordinary shares	4,020	(3)	D

Explanation of Responses:

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

2. These restricted share units were granted on July 1, 2022 and will vest on April 1, 2026. 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.

7. These restricted share units were granted on July 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.

8. These restricted share units were granted on July 1, 2025 and subject to a vesting schedule in equal installments on April 1, 2026, 2027 and 2028, respectively. They do not have an expiration date.

	/s/ Ran Xu	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 JD (JD.com, Inc.)’s Form 3 for Xu Ran show?

The Form 3 shows that Xu Ran, JD.com’s Chief Executive Officer and director, holds several blocks of restricted share units linked to Class A ordinary shares, plus a direct position in American depositary shares, establishing his initial reported beneficial ownership in the company’s equity.

How many American depositary shares does Xu Ran hold in JD (JD.com, Inc.)?

Xu Ran directly holds 203,032 American depositary shares of JD.com. Each American depositary share represents two Class A ordinary shares, giving him substantial economic exposure through ADSs in addition to his restricted share unit awards reported in the Form 3 filing.

What are the key terms of Xu Ran’s restricted share units in JD (JD.com, Inc.)?

Each restricted share unit represents a contingent right to receive one Class A ordinary share of JD.com. The units do not have expiration dates and are tied to specific vesting schedules, meaning actual share delivery depends on time-based vesting conditions being satisfied over future years.

When were Xu Ran’s JD (JD.com, Inc.) restricted share units granted?

The restricted share units disclosed were granted on several dates: July 1, 2022; July 1, 2023; April 1, 2024; and multiple grants on April 1, 2025 and July 1, 2025. Each grant has its own vesting schedule described in the footnotes to the Form 3.

Over what period will Xu Ran’s JD (JD.com, Inc.) restricted share units vest?

The restricted share units vest in installments between 2026 and 2029. One grant fully vests on April 1, 2026, while others vest in equal installments on specified dates in 2026, 2027, 2028 and 2029, aligning long-term compensation with JD.com’s multi-year performance horizon.

Does JD (JD.com, Inc.)’s Form 3 show any insider buying or selling by Xu Ran?

The Form 3 functions as an initial ownership report and lists holdings rather than explicit purchases or sales. The transactions are coded as holdings of restricted share units and American depositary shares, with no separate buy or sell transaction codes disclosed in the structured data.