JD.com (NASDAQ: JD) CEO logs RSU vesting and mandatory tax sell-to-cover

Rhea-AI Filing Summary

JD.com Chief Executive Officer Xu Ran reported routine equity compensation activity. On July 1, 2026, 5,000 restricted share units vested, each converting into one Class A ordinary share and resulting in 2,500 American depositary shares (ADSs), with each ADS representing two Class A ordinary shares. A mandatory, non-discretionary sell-to-cover arrangement then disposed of 1,148 ADSs at $26.46 per ADS on July 2, 2026 to satisfy income tax liabilities from the vesting. After these transactions, Xu Ran directly held 228,896 ADSs.

Insider Trade Summary

5,000 shares exercised/converted

Mixed 3 txns

Insider Xu Ran

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	American depositary shares	1,148	$26.46	$30K
Exercise	Restricted Share Units	5,000	$0.00	--
Exercise	American depositary shares	2,500	$0.00	--

Holdings After Transaction: American depositary shares — 228,896 shares (Direct, null); Restricted Share Units — 5,000 shares (Direct, null)

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

Key Figures

RSUs vested: 5,000 units ADSs from vesting: 2,500 ADSs Tax sell-to-cover shares: 1,148 ADSs +3 more

6 metrics

RSUs vested 5,000 units Restricted share units vested on July 1, 2026

ADSs from vesting 2,500 ADSs ADSs acquired upon vesting and settlement of RSUs

Tax sell-to-cover shares 1,148 ADSs ADSs sold to satisfy income tax liabilities

Tax sell price $26.46 per ADS Price for ADSs sold in tax-withholding disposition

ADS holdings after transactions 228,896 ADSs Directly held by Xu Ran following reported transactions

ADS to Class A ratio 1 ADS : 2 Class A shares Each ADS represents two Class A ordinary shares

Key Terms

Restricted Share Units, American depositary shares, sell-to-cover arrangement, Class A ordinary shares, +1 more

5 terms

Restricted Share Units financial

"These restricted shares units were vested on July 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.

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."

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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 07:04 AM Accepted by SEC EDGAR 07/06/2026 - 07:04 AM Learn about SEC filing dates

FAQ

What insider transactions did JD (JD.com, Inc.) CEO Xu Ran report?

Xu Ran reported vesting of restricted share units and a related tax sale. 5,000 RSUs vested into Class A ordinary shares, represented as 2,500 ADSs, followed by a mandatory sale of 1,148 ADSs solely to cover income tax liabilities from the vesting.

Was the JD (JD.com) CEO’s July 2026 share sale an open-market transaction?

The sale was not a discretionary open-market trade. The 1,148 ADSs were sold under a mandatory, non-discretionary sell-to-cover arrangement designed only to satisfy income tax liabilities arising from the vesting of restricted share units.

How many JD.com ADSs does CEO Xu Ran hold after these Form 4 transactions?

After the reported transactions, Xu Ran holds 228,896 ADSs directly. This balance reflects the net position following RSU vesting into ADSs and the subsequent mandatory sale of 1,148 ADSs to cover income tax obligations related to that vesting.

What do JD.com restricted share units reported by Xu Ran represent?

Each restricted share unit represents a contingent right to one Class A ordinary share. Upon vesting, 5,000 RSUs converted into 5,000 Class A ordinary shares, which were settled as 2,500 ADSs, with every ADS representing two Class A ordinary shares under the program.

How are JD.com American depositary shares (ADSs) related to Class A ordinary shares?

Each JD.com ADS represents two Class A ordinary shares. In this filing, ADSs were acquired upon vesting and settlement of restricted share units, with 5,000 Class A ordinary shares corresponding to 2,500 ADSs under this two-to-one share representation structure.

Did JD (JD.com) CEO Xu Ran exercise any derivatives in this Form 4?

Yes, the filing shows derivative exercises related to restricted share units. Two transactions coded “M” reflect the exercise or conversion of derivatives, including 5,000 RSUs converting into Class A ordinary shares that were then represented as ADSs upon settlement.

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^*

Xu Ran

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)
			Code	V	Amount	(A) or (D)	Price
American depositary shares(1)	07/01/2026		M		2,500	A	$0	230,044	D
American depositary shares(2)	07/02/2026		F		1,148	D	$26.46	228,896	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)	07/01/2026		M			5,000	(4)	(4)	Class A ordinary shares	5,000	$0	5,000	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 July 1, 2026 and do not have an expiration date.

	/s/ Ran Xu	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)