JD.com (NASDAQ: JD) director receives 33,224 restricted share units as equity award

Rhea-AI Filing Summary

Xu Dingbo reported acquisition or exercise transactions in this Form 4 filing.

JD.com, Inc. director Xu Dingbo reported receiving a grant of 33,224 restricted share units, each representing the contingent right to receive one Class A ordinary share. The award was granted on May 15, 2026 and is subject to a 2-year vesting schedule in equal installments starting May 22, 2027, leaving Xu with 33,224 RSUs reported following this grant.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Xu Dingbo

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	33,224	$0.00	--

Holdings After Transaction: Restricted Share Units — 33,224 shares (Direct, null)

Footnotes (1)

1. Each restricted share unit represents the contingent right to receive one Class A ordinary share. These restricted share units were granted on May 15, 2026 and subject to a 2-year vesting schedule in equal installments starting from May 22, 2027. They do not have an expiration date.

Key Figures

RSUs granted: 33,224 units Underlying shares: 33,224 Class A shares RSUs after transaction: 33,224 units +2 more

5 metrics

RSUs granted 33,224 units Restricted share units granted to director on May 15, 2026

Underlying shares 33,224 Class A shares Each RSU represents one Class A ordinary share

RSUs after transaction 33,224 units Total restricted share units reported following the grant

Vesting period 2 years Vests in equal installments starting May 22, 2027

Grant price per unit $0.0000 Equity award, not an open-market purchase

Key Terms

Restricted Share Units, Class A ordinary shares, vesting schedule, transaction code "A"

4 terms

Restricted Share Units financial

"security_title: Restricted Share Units"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Class A ordinary shares financial

"underlying_security_title: Class A ordinary shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

vesting schedule financial

"subject to a 2-year vesting schedule in equal installments"

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

transaction code "A" regulatory

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Xu Dingbo

(Last) (First) (Middle)

BUILDING 20, ZHONGGUANCUN SOFTWARE PARK,

8 DONGBEIWANG WEST RD., HAIDIAN DISTRICT

(Street)

BEIJING 00000

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
JD.com, Inc. [ JD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol
[HKEX: 9618]

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	05/15/2026		A		33,224		(2)	(2)	Class A ordinary shares	33,224	$0	33,224	D

Explanation of Responses:

1. Each restricted share unit represents the contingent right to receive one Class A ordinary share.

2. These restricted share units were granted on May 15, 2026 and subject to a 2-year vesting schedule in equal installments starting from May 22, 2027. They do not have an expiration date.

	/s/ Dingbo Xu	05/15/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What did JD (JD.com, Inc.) director Xu Dingbo report on this Form 4?

Director Xu Dingbo reported receiving a grant of 33,224 restricted share units. Each unit represents a contingent right to one Class A ordinary share, reflecting equity-based compensation rather than an open-market stock purchase or sale.

How many JD restricted share units were granted to Xu Dingbo?

The filing shows a grant of 33,224 restricted share units to Xu Dingbo. After this compensation award, the total restricted share units reported as held by him is also 33,224, indicating this is a new RSU position in the filing.

What does each JD restricted share unit represent in this Form 4?

Each restricted share unit represents the contingent right to receive one Class A ordinary share. This means Xu may receive an equivalent number of JD.com Class A shares in the future as vesting conditions are satisfied over time.

What is the vesting schedule for Xu Dingbo’s JD RSU grant?

The restricted share units granted on May 15, 2026 vest over a 2-year schedule. They vest in equal installments starting from May 22, 2027, so the equity compensation is delivered gradually rather than all at once.

Do the JD restricted share units granted to Xu Dingbo have an expiration date?

The footnotes state that these restricted share units do not have an expiration date. Instead, they are governed by a 2-year vesting schedule in equal installments beginning May 22, 2027, after which vested units may settle into shares.

Was this JD Form 4 transaction a market buy or sell of shares?

No, this Form 4 reports a grant of restricted share units as compensation. The transaction code “A” denotes a grant, award, or other acquisition, not an open-market purchase or sale of JD.com shares at a market price.