What are JD.com restricted share units as described in this Form 4?

Each restricted share unit represents a contingent right to receive one Class A ordinary share of JD.com. The filing notes 2,500 restricted share units vested on July 1, 2026 and do not have an expiration date, illustrating their role as long-term equity compensation for the CFO.

JD.com (NASDAQ: JD) CFO vests RSUs, sells ADSs to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

JD.com, Inc. Chief Financial Officer Shan Su reported routine equity compensation activity. On July 1, 2026, restricted share units vested and were settled into 1,250 American depositary shares (ADSs), each ADS representing two Class A ordinary shares, increasing her direct holdings.

In connection with this vesting, 574 ADSs were disposed of at $26.46 per ADS under a mandatory, non-discretionary sell-to-cover arrangement to satisfy income tax liabilities. After these transactions, Su directly holds 40,916 ADSs. The filing reflects compensation-related vesting and associated tax withholding rather than an open-market investment trade.

Insider Trade Summary

2,500 shares exercised/converted

Mixed 3 txns

Insider Shan Su

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	American depositary shares	574	$26.46	$15K
Exercise	Restricted Share Units	2,500	$0.00	--
Exercise	American depositary shares	1,250	$0.00	--

Holdings After Transaction: American depositary shares — 40,916 shares (Direct, null); Restricted Share Units — 2,500 shares (Direct, null)

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 July 1, 2026 and do not have an expiration date.

Key Figures

ADSs disposed for taxes: 574 ADSs ADSs acquired via RSU vesting: 1,250 ADSs RSUs vested: 2,500 restricted share units +3 more

6 metrics

ADSs disposed for taxes 574 ADSs Tax-withholding disposition at $26.46 per ADS on July 2, 2026

ADSs acquired via RSU vesting 1,250 ADSs Acquired upon vesting and settlement of RSUs on July 1, 2026

RSUs vested 2,500 restricted share units Each RSU represents one Class A ordinary share; vested July 1, 2026

ADS holdings after transactions 40,916 ADSs Directly held by CFO Shan Su following reported Form 4 transactions

Tax sell-to-cover price $26.46 per ADS Price received for 574 ADSs disposed to satisfy income tax liabilities

ADS to ordinary share ratio 1 ADS = 2 Class A shares Each ADS represents two Class A ordinary shares of JD.com

Key Terms

American depositary shares, Restricted Share Units, sell-to-cover arrangement, non-discretionary, +1 more

5 terms

American depositary shares financial

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

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.

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."

non-discretionary 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."

contingent right financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 07:06 AM Accepted by SEC EDGAR 07/06/2026 - 07:06 AM

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^*

Shan Su

(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 Financial Officer

2a. Foreign Trading Symbol
[HKEX: 9618]

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
American depositary shares⁽¹⁾	07/01/2026		M		1,250	A	$0	41,490	D
American depositary shares⁽²⁾	07/02/2026		F		574	D	$26.46	40,916	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽³⁾	07/01/2026		M			2,500	⁽⁴⁾	⁽⁴⁾	Class A ordinary shares	2,500	$0	2,500	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 July 1, 2026 and do not have an expiration date.

	/s/ Su Shan	07/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did JD (JD.com, Inc.) CFO Shan Su report in this Form 4?

JD.com CFO Shan Su reported equity compensation activity tied to vested restricted share units. RSUs converted into American depositary shares, and a portion of the new shares was automatically sold to cover income tax liabilities under a mandatory, non-discretionary sell-to-cover arrangement.

How many JD.com (JD) shares did the CFO acquire through RSU vesting?

Upon RSU vesting, Shan Su acquired 1,250 American depositary shares (ADSs). Footnotes explain these ADSs were received when restricted share units vested and settled, with each ADS representing two Class A ordinary shares of JD.com, reflecting routine compensation-related share delivery.

How many JD.com ADSs were sold to cover taxes in this filing?

The filing shows 574 American depositary shares were disposed of at $26.46 per ADS. Footnotes state this occurred under a mandatory, non-discretionary sell-to-cover arrangement specifically to satisfy income tax liabilities triggered by the vesting of restricted share units, not a discretionary market sale.

How many JD.com ADSs does CFO Shan Su hold after these transactions?

Following the reported transactions, Shan Su directly holds 40,916 American depositary shares of JD.com. This post-transaction balance includes ADSs received from the RSU vesting and is net of the 574 ADSs disposed of to satisfy income tax obligations through the sell-to-cover arrangement.

Does this JD Form 4 indicate open-market buying or selling by the CFO?

The Form 4 reflects RSU vesting and a tax-withholding disposition, not open-market trading. ADSs were acquired through derivative exercises and a portion was sold automatically under a mandatory, non-discretionary sell-to-cover arrangement solely to cover income tax liabilities, rather than discretionary investment decisions.