JD.com, Inc. (JD) CFO logs RSU grant, ADS vesting and tax sell-to-cover

Rhea-AI Filing Summary

JD.com, Inc. Chief Financial Officer Shan Su reported equity compensation activity and related tax withholding. On April 1, 2026, Su received a grant of 30,000 restricted share units, each representing the right to receive one Class A ordinary share, subject to a four-year vesting schedule in equal installments starting April 1, 2027.

On the same date, restricted share units covering 22,500 Class A ordinary shares vested and were settled into 11,250 American depositary shares (ADSs), with each ADS representing two Class A ordinary shares. On April 2, 2026, 4,600 ADSs were disposed of at $28.44 per ADS under a mandatory, non-discretionary sell-to-cover arrangement to satisfy income tax liabilities incurred upon the vesting. After these transactions, Su directly held 40,240 ADSs.

Insider Trade Summary

22,500 shares exercised/converted

Mixed 6 txns

Insider Shan Su

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	American depositary shares	4,600	$28.44	$131K
Exercise	Restricted Share Units	2,500	$0.00	--
Exercise	Restricted Share Units	10,000	$0.00	--
Exercise	Restricted Share Units	10,000	$0.00	--
Grant/Award	Restricted Share Units	30,000	$0.00	--
Exercise	American depositary shares	11,250	$0.00	--

Holdings After Transaction: American depositary shares — 40,240 shares (Direct); Restricted Share Units — 2,500 shares (Direct)

Footnotes (1)

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-withholding ADS disposition: 4,600 ADSs at $28.44 ADS holdings after transactions: 40,240 ADSs RSUs vested: 22,500 shares +2 more

5 metrics

Tax-withholding ADS disposition 4,600 ADSs at $28.44 Mandatory sell-to-cover on April 2, 2026

ADS holdings after transactions 40,240 ADSs Direct ownership after April 2, 2026 disposition

RSUs vested 22,500 shares Restricted share units vested on April 1, 2026

ADSs from RSU vesting 11,250 ADSs Each ADS represents two Class A ordinary shares

New RSU grant 30,000 RSUs Granted April 1, 2026 with four-year vesting

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"

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 April 1, 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.

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"

non-discretionary financial

"pursuant to a mandatory, non-discretionary, sell-to-cover arrangement for the purpose of satisfying income tax liabilities"

contingent right financial

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

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^*

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)
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		11,250	A	$0	44,840	D
American depositary shares(2)	04/02/2026		F		4,600	D	$28.44	40,240	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			2,500	(4)	(4)	Class A ordinary shares	2,500	$0	2,500	D
Restricted Share Units	(3)	04/01/2026		M			10,000	(4)	(4)	Class A ordinary shares	10,000	$0	20,000	D
Restricted Share Units	(3)	04/01/2026		M			10,000	(4)	(4)	Class A ordinary shares	10,000	$0	30,000	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/ Su Shan	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)

FAQ

What equity awards did JD (JD) CFO Shan Su receive in this Form 4?

Shan Su received a grant of 30,000 restricted share units, each representing the right to receive one Class A ordinary share. The grant vests over four years in equal installments starting on April 1, 2027, functioning as long-term equity compensation.

How many JD (JD) restricted share units vested for the CFO in this filing?

Restricted share units covering 22,500 Class A ordinary shares vested for Shan Su on April 1, 2026. These vested units were settled into 11,250 American depositary shares (ADSs), with each ADS representing two Class A ordinary shares of JD.com, Inc.

What JD (JD) American depositary share transactions did the CFO report?

The filing shows Shan Su acquired 11,250 ADSs upon vesting and settlement of restricted share units on April 1, 2026. On April 2, 2026, 4,600 ADSs were disposed of at $28.44 per ADS to cover income tax liabilities from that vesting.

Was the JD (JD) CFO’s share disposition an open-market sale?

The 4,600 ADS disposition was made under a mandatory, non-discretionary sell-to-cover arrangement to satisfy income tax liabilities. This indicates the transaction was structured to cover taxes on vested equity rather than a discretionary, open-market sale decision.

How many JD (JD) ADSs does CFO Shan Su hold after these transactions?

Following the reported transactions, Shan Su directly held 40,240 American depositary shares. This figure reflects the ADSs acquired upon vesting and settlement of restricted share units, net of the ADSs disposed of to satisfy associated income tax obligations.

How does the new JD (JD) restricted share grant vest for the CFO?

The new 30,000 restricted share unit grant to Shan Su was made on April 1, 2026. It is subject to a four-year vesting schedule in equal installments beginning on April 1, 2027, with no expiration date disclosed in the filing.