JD.com CHRO vests RSUs, uses ADS for taxes

JD.com, Inc. Chief Human Resources Officer Zhang Pang reported compensation-related share activity involving restricted share units and American depositary shares (ADSs).

Rhea-AI Filing Summary

JD.com, Inc. Chief Human Resources Officer Zhang Pang reported compensation-related share activity involving restricted share units and American depositary shares (ADSs). On April 1, 2026, 57,722 restricted share units vested and were converted into Class A ordinary shares, each unit representing one share. In connection with this vesting, 28,861 ADSs, each representing two Class A ordinary shares, were acquired upon settlement.

Also on April 1, 2026, Zhang Pang received a new grant of 30,000 restricted share units, subject to a four-year vesting schedule in equal installments starting April 1, 2027. On April 2, 2026, 12,800 ADSs were sold under a mandatory, non-discretionary sell-to-cover arrangement to satisfy income tax liabilities from the vesting. After these transactions, Zhang Pang directly held 122,693 ADSs.

Insider Trade Summary

57,722 shares exercised/converted

Exercise 4 txns

Insider Zhang Pang

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	American depositary shares	12,800	$28.44	$364K
Exercise	Restricted Share Units	57,722	$0.00	$0.00
Grant/Award	Restricted Share Units	30,000	$0.00	$0.00
Exercise	American depositary shares	28,861	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 122,948 contracts (Direct); American depositary shares — 122,693 shares (Direct)

Footnotes (5)

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. 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.
3. F3. Each restricted share unit represents the contingent right to receive one Class A ordinary share.
4. F4. These restricted shares units were vested on April 1, 2026 and do not have an expiration date.
5. F5. 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

ADS tax sell-to-cover: 12,800 ADSs at $28.44 RSUs vested: 57,722 units New RSU grant: 30,000 units +3 more

6 metrics

ADS tax sell-to-cover 12,800 ADSs at $28.44 Sold April 2, 2026 to satisfy income tax liabilities

RSUs vested 57,722 units Restricted share units vested on April 1, 2026

New RSU grant 30,000 units Granted April 1, 2026, vesting over four years from 2027

ADS acquired on settlement 28,861 ADSs Acquired upon vesting and settlement of RSUs

ADS holdings after transactions 122,693 ADSs Direct holdings following April 2026 transactions

Derivative exercise shares 57,722 shares Shares underlying RSUs exercised/converted

Key Terms

American depositary shares, Restricted Share Units, sell-to-cover arrangement, vesting schedule, +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 share units were granted on April 1, 2026 and subject to a 4-year vesting schedule"

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.

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"

vesting schedule financial

"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.

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.

FAQ

What insider transactions did JD (JD.com, Inc.) report for Zhang Pang?

JD.com’s Chief Human Resources Officer Zhang Pang reported RSU vesting, a new RSU grant, ADS acquired from RSU settlement, and ADS sold for tax withholding. These Form 4 transactions reflect compensation and tax events rather than open-market investment decisions.

How many restricted share units vested for JD CHRO Zhang Pang?

On April 1, 2026, 57,722 restricted share units vested for JD.com’s Chief Human Resources Officer. Each vested unit corresponds to one Class A ordinary share, and the vesting triggered settlement into shares plus related tax obligations covered through a sell-to-cover ADS transaction.

How many new restricted share units were granted to JD’s Chief Human Resources Officer?

JD.com granted 30,000 new restricted share units to Chief Human Resources Officer Zhang Pang on April 1, 2026. These RSUs vest over four years in equal installments starting April 1, 2027, providing a multi-year equity-based compensation incentive tied to ongoing service.

What ADS transactions did Zhang Pang disclose in the JD Form 4 filing?

Zhang Pang acquired 28,861 American depositary shares upon vesting and settlement of restricted share units and had 12,800 ADSs sold under a mandatory sell-to-cover arrangement. The ADS sale was specifically used to satisfy income tax liabilities from the RSU vesting event.

What was the price for the ADSs used to cover JD.com tax liabilities?

The 12,800 American depositary shares used in the sell-to-cover tax transaction were priced at $28.44 per ADS. This mandatory, non-discretionary sale helped pay income taxes arising from the vesting of restricted share units for JD.com’s Chief Human Resources Officer.

How many JD.com ADSs does Zhang Pang hold after these transactions?

Following the reported Form 4 transactions, Zhang Pang directly holds 122,693 American depositary shares of JD.com, Inc. This figure reflects the net position after acquiring ADSs from RSU settlement and having a portion sold to cover associated income tax obligations.

How do JD.com restricted share units convert into shares and ADSs?

Each JD.com restricted share unit represents the right to receive one Class A ordinary share upon vesting. Certain vested shares were then represented as American depositary shares, with each ADS representing two Class A ordinary shares, facilitating trading on U.S. markets.

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Accepted by SEC EDGAR 04/03/2026 - 07:12 AM Learn about SEC filing dates

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^*

Zhang Pang

(Last) (First) (Middle)

20TH FLOOR, BUILDING A

NO. 18 KECHUANG 11 STREET

(Street)

BEIJING 101111

(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)

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

2a. Foreign Trading Symbol
[HKEX:9618]

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)	04/01/2026		M		28,861	A	$0	135,493	D
American depositary shares(2)	04/02/2026		F		12,800	D	$28.44	122,693	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	(3)	04/01/2026		M			57,722	(4)	(4)	Class A ordinary shares	57,722	$0	92,948	D
Restricted Share Units	(3)	04/01/2026		A		30,000		(5)	(5)	Class A ordinary shares	30,000	$0	30,000	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. 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.

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

4. These restricted shares units were vested on April 1, 2026 and do not have an expiration date.

5. 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.

	/s/ Pang Zhang	04/03/2026
	** 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)