Xu Ran 4

What Happened

• Xu Ran, CEO of JD.com (JD), had restricted share units (RSUs) vest on July 1, 2026 and those RSUs were settled into American Depositary Shares (ADSs). The filing shows conversion/exercise activity resulting in a total of 7,500 ADSs acquired via vesting (these derive from 15,000 Class A ordinary shares, since each ADS represents two Class A shares). On July 2, 2026 he sold 1,148 ADSs at $26.46 per ADS to satisfy tax withholding, generating about $30,376. The RSU settlement has no exercise price (reported $0.00).

Key Details

• Dates and actions:
  • 2026-07-01: Conversion/settlement of RSUs into ADSs (7,500 ADSs total reported as derivative conversions) at $0.00.
  • 2026-07-02: Sale of 1,148 ADSs at $26.46 each — proceeds ≈ $30,376 (sell-to-cover for taxes).
• Footnotes of note:
  • Each ADS represents two Class A ordinary shares (F1).
  • The ADSs were received upon vesting/settlement of RSUs; each RSU corresponds to one Class A share and the RSUs vested on July 1, 2026 (F3, F4).
  • The sale of ADSs was a mandatory, non-discretionary sell-to-cover to satisfy income tax liabilities from the vesting (F2).
• Shares owned after the transactions are not provided in the excerpt of the filing.
• Filing: Form 4 filed July 6, 2026 (no late filing flag shown in the provided data).

Context

• This was primarily a compensation vesting event (RSUs settled into ADSs) rather than an open-market purchase or voluntary sale; the small sale that followed was a routine sell-to-cover to satisfy tax withholding. In SEC coding, M denotes exercise/conversion of a derivative and F denotes payment for tax liability/withholding — both apply here. Such vesting-and-sell-to-cover transactions are common and do not by themselves indicate CEO buying or selling to express a view on the company's stock.