JD.com director gains 1M ADSs from RSU vesting

JD.com, Inc. director Liu Qiangdong reported equity awards vesting and conversion into ordinary shares.

Accepted by SEC EDGAR 05/15/2026 - 06:05 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

JD.com, Inc. director Liu Qiangdong reported equity awards vesting and conversion into ordinary shares. On May 15, 2026, restricted share units vested and were settled into 1,000,000 American depositary shares (ADSs), each ADS representing two Class A ordinary shares. The filing shows these ADSs were acquired upon vesting rather than through open‑market purchases. Following the transactions, Liu directly holds 1,000,000 ADSs and 8,000,000 restricted share units, each RSU representing a contingent right to receive one Class A ordinary share.

Insider Trade Summary

2,000,000 shares exercised/converted

Exercise 2 txns

Insider Liu Qiangdong

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	2,000,000	$0.00	$0.00
Exercise	American depositary shares	1,000,000	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 8,000,000 contracts (Direct); American depositary shares — 1,000,000 shares (Direct)

Holdings Before and After: Restricted Share Units, 10,000,000 to 8,000,000 contracts (Direct); American depositary shares, 0 to 1,000,000 shares (Direct)

Footnotes (3)

1. F1. These American depositary shares (ADSs), each representing two Class A ordinary shares, were acquired upon vesting and settlement of restricted share units.
2. F2. Each restricted share unit represents the contingent right to receive one Class A ordinary share.
3. F3. These restricted shares units were vested on May 15, 2026 and do not have an expiration date.

Key Figures

ADSs acquired: 1,000,000 ADSs ADS share ratio: 2 Class A shares per ADS RSUs converted: 2,000,000 RSUs +4 more

7 metrics

ADSs acquired 1,000,000 ADSs Acquired upon RSU vesting on May 15, 2026

ADS share ratio 2 Class A shares per ADS Each ADS represents two Class A ordinary shares

RSUs converted 2,000,000 RSUs RSUs vesting into 2,000,000 Class A ordinary shares

RSUs held after 8,000,000 RSUs Restricted share units directly held following transactions

ADS holdings after 1,000,000 ADSs Total American depositary shares directly held after transactions

Transaction code M Exercise or conversion of derivative security for both entries

Transaction date May 15, 2026 Vesting and settlement date for reported RSUs

Key Terms

American depositary shares, Restricted Share Units, Class A ordinary shares, contingent right, +1 more

5 terms

American depositary shares financial

"These American depositary shares (ADSs), each representing two Class A ordinary shares, were acquired upon vesting"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Restricted Share Units financial

"These restricted shares units were vested on May 15, 2026 and do not have an expiration date."

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

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

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.

contingent right financial

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

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did JD (JD.com, Inc.) report for Liu Qiangdong?

JD.com reported that director Liu Qiangdong acquired equity through vesting awards. On May 15, 2026, restricted share units vested and were settled into 1,000,000 American depositary shares, rather than being acquired in open‑market purchases.

How many JD.com ADSs did Liu Qiangdong receive in the latest Form 4 filing?

Liu Qiangdong received 1,000,000 American depositary shares. Footnotes state these ADSs were acquired upon vesting and settlement of restricted share units, reflecting compensation-related equity rather than a cash purchase in the market.

What do JD.com American depositary shares represent in this Form 4?

Each JD.com American depositary share represents two Class A ordinary shares. The filing explains that 1,000,000 ADSs were delivered upon restricted share unit vesting, corresponding economically to 2,000,000 underlying Class A ordinary shares.

What are the terms of the JD (JD.com) restricted share units reported?

Each restricted share unit represents a contingent right to receive one Class A ordinary share. The filing notes that these restricted share units vested on May 15, 2026 and, once vested, do not carry an expiration date.

How many JD.com restricted share units does Liu Qiangdong hold after the transactions?

After the reported transactions, Liu Qiangdong directly holds 8,000,000 restricted share units. Each of these units corresponds to the right to receive one Class A ordinary share upon satisfaction of vesting or settlement conditions.

Were the JD.com insider transactions open-market buys or equity vesting events?

The transactions were equity vesting events, not open-market buys. The Form 4 uses code M for derivative exercises and footnotes clarify the ADSs were acquired upon vesting and settlement of restricted share units granted as compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Liu Qiangdong

(Last) (First) (Middle)

1 CONNAUGHT PLACE, CENTRAL

(Street)

HONG KONG 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
American depositary shares(1)	05/15/2026		M		1,000,000	A	$0	1,000,000	D

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	(2)	05/15/2026		M			2,000,000	(3)	(3)	Class A ordinary shares	2,000,000	$0	8,000,000	D

Explanation of Responses:

1. These American depositary shares (ADSs), each representing two Class A ordinary shares, were acquired upon vesting and settlement of restricted share units.

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

3. These restricted shares units were vested on May 15, 2026 and do not have an expiration date.

	/s/ Qiangdong Liu	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)