Shan Su 4

What Happened

• Shan Su, Chief Financial Officer of JD.com (JD), had 2,500 restricted share units (RSUs) vest and be settled on July 1, 2026. Those RSUs were converted into 1,250 American Depositary Shares (ADSs) (each ADS represents two Class A ordinary shares) at no cash cost (vesting).
• On July 2, 2026, 574 ADSs were sold in a mandatory sell-to-cover transaction to satisfy income tax withholding, at $26.46 per ADS for proceeds of $15,188.
• These transactions reflect an award settlement (vesting) rather than an open-market purchase or a voluntary sale by the insider.

Key Details

• Transaction dates: July 1, 2026 (vesting/settlement), July 2, 2026 (sell-to-cover).
• Vesting/conversion: 2,500 RSUs settled into 1,250 ADSs — recorded as derivative exercise/conversion (code M) at $0.00.
• Tax withholding sale: 574 ADSs sold at $26.46 each for $15,188 — recorded as tax withholding/sale (code F).
• Footnotes of note:
  • Each ADS represents two Class A ordinary shares (F1).
  • The ADSs were acquired upon vesting and settlement of RSUs (F1, F4).
  • The 574 ADSs sold were under a mandatory sell-to-cover to satisfy income taxes from the vesting (F2).
  • Each RSU equals one Class A ordinary share; the RSUs vested July 1 and do not expire (F3, F4).
• Shares owned after the transaction: Not stated in the provided filing excerpt.
• Filing date/timeliness: Form 4 filed July 6, 2026 reporting July 1–2 transactions. Form 4s for officers are generally due within 2 business days after the transaction, so this filing appears to have been submitted after that typical window.

Context

• This was a routine RSU vesting and settlement, not a market purchase. The subsequent sale was a mandatory sell-to-cover to pay withholding taxes — a common administrative step that does not necessarily signal the insider's view on the stock.
• Code explanations: M = exercise/conversion of derivative (used here for RSU settlement into ADSs); F = payment of exercise price or tax liability (sell-to-cover tax withholding).