JD.com (JD) CEO Xu Ran logs RSU vesting, new 80K grant and tax ADS sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
JD.com, Inc. Chief Executive Officer Xu Ran reported routine equity compensation activity involving restricted share units (RSUs) and American depositary shares (ADSs). On April 1, 2026, multiple RSU awards vested and were settled into ADSs, with each ADS representing two Class A ordinary shares, and each RSU representing one Class A ordinary share.
The filing shows an automatic, non-discretionary sell-to-cover transaction on April 2, 2026, where 20,000 ADSs were disposed of at $28.44 per ADS solely to satisfy income tax liabilities from the RSU vesting, rather than as an open-market sale. Xu also received a new grant of 80,000 RSUs on April 1, 2026, subject to a four-year vesting schedule in equal installments starting April 1, 2027. After these transactions, he directly holds 227,544 ADSs.
Positive
- None.
Negative
- None.
Insider Trade Summary
89,020 shares exercised/converted
Mixed
8 txns
Insider
Xu Ran
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | American depositary shares | 20,000 | $28.44 | $569K |
| Exercise | Restricted Share Units | 10,000 | $0.00 | -- |
| Exercise | Restricted Share Units | 25,000 | $0.00 | -- |
| Exercise | Restricted Share Units | 50,000 | $0.00 | -- |
| Exercise | Restricted Share Units | 2,680 | $0.00 | -- |
| Exercise | Restricted Share Units | 1,340 | $0.00 | -- |
| Grant/Award | Restricted Share Units | 80,000 | $0.00 | -- |
| Exercise | American depositary shares | 44,510 | $0.00 | -- |
Holdings After Transaction:
American depositary shares — 227,544 shares (Direct);
Restricted Share Units — 0 shares (Direct)
Footnotes (1)
- These American depositary shares (ADSs), each representing two Class A ordinary shares, were acquired upon vesting and settlement of restricted share units. Represents ADSs sold pursuant to a mandatory, non-discretionary, sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of restricted share units. Each restricted share unit represents the contingent right to receive one Class A ordinary share. These restricted shares units were vested on April 1, 2026 and do not have an expiration date. These restricted share units were granted on April 1, 2026 and subject to a 4-year vesting schedule in equal installments starting from April 1, 2027 They do not have an expiration date.
Key Figures
Tax sell-to-cover ADS disposition: 20,000 ADSs at $28.44
Post-transaction ADS holdings: 227,544 ADSs
Derivative exercises: 89,020 shares
+3 more
6 metrics
Tax sell-to-cover ADS disposition
20,000 ADSs at $28.44
Mandatory arrangement on April 2, 2026 to satisfy income tax liabilities
Post-transaction ADS holdings
227,544 ADSs
Direct holdings after reported transactions
Derivative exercises
89,020 shares
Total shares involved in derivative exercises in this filing
New RSU grant
80,000 RSUs
Granted April 1, 2026, vesting over four years in equal installments
ADS to ordinary share ratio
1 ADS = 2 Class A shares
Each ADS represents two Class A ordinary shares
RSU to share ratio
1 RSU = 1 Class A share
Each RSU is a contingent right to one Class A ordinary share
Key Terms
American depositary shares, Restricted Share Units, sell-to-cover arrangement, vesting schedule, +1 more
5 terms
sell-to-cover arrangement financial
"Represents ADSs sold pursuant to a mandatory, non-discretionary, sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of restricted share units."
vesting schedule financial
"These restricted share units were granted on April 1, 2026 and subject to a 4-year vesting schedule in equal installments starting from April 1, 2027"
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.
contingent right financial
"Each restricted share unit represents the contingent right to receive one Class A ordinary share."
FAQ
What insider transactions did JD (JD.com, Inc.) CEO Xu Ran report?
Xu Ran reported RSU vesting, ADS acquisitions, a tax-related ADS disposition, and a new RSU grant. Several restricted share units converted into Class A ordinary shares and ADSs, plus a mandatory sell-to-cover of 20,000 ADSs to cover income tax liabilities from the vesting.
How many JD.com ADSs does CEO Xu Ran hold after these transactions?
After the reported transactions, Xu Ran directly holds 227,544 American depositary shares. Each ADS represents two Class A ordinary shares, so this figure reflects his post-transaction direct ADS position as disclosed, not counting any additional derivative awards that remain unvested or unexercised.
What new equity award did JD grant to CEO Xu Ran in this Form 4?
Xu Ran received a grant of 80,000 restricted share units on April 1, 2026. Each RSU represents the right to receive one Class A ordinary share and is subject to a four-year vesting schedule in equal installments starting April 1, 2027 without an expiration date.
What do the RSU footnotes in JD CEO Xu Ran’s Form 4 explain?
Footnotes explain that each RSU equals one Class A ordinary share, that vested RSUs settled into ADSs, and that some RSUs vested on April 1, 2026. They also describe the new 80,000 RSU grant with a four-year vesting schedule and clarify there is no expiration date for these RSUs.