Baidu (BIDU) CFO He Haijian Exercises Options, Receives Award

What Happened

• He Haijian, Chief Financial Officer of Baidu, reported a restricted share award and an exercise/conversion of derivative securities. The Form 4 shows a grant (code A) of 122,792 shares on 2026-08-06 (reported as $0.00) and an exercise (code M) of 151,536 shares on 2026-08-07. The exercise shows matching acquisition and disposition of 151,536 shares on 2026-08-07 (both reported at $0.00), indicating the exercised shares were immediately disposed/sold the same day. All amounts are reported as American depositary shares (ADS).

Key Details

• Transaction dates and codes:
  • 2026-08-06 — Grant/Award (A): 122,792 shares @ $0.00 (restricted)
  • 2026-08-07 — Exercise/Conversion (M): 151,536 shares acquired @ $0.00
  • 2026-08-07 — Exercise/Conversion (M): 151,536 shares disposed @ $0.00
• ADS conversion: Each ADS represents 8 Class A ordinary shares (per footnote). Equivalent underlying Class A shares: 122,792 ADS = 982,336 ordinary shares; 151,536 ADS = 1,212,288 ordinary shares.
• Vesting / restrictions:
  • The 122,792-share award (granted 8/6/2026) vests 25% on 8/6/2027, 25% on 8/6/2028 and 50% on 8/6/2030 (no expiration) (footnote F2).
  • A prior restricted grant (8/7/2025) vests in four equal annual installments beginning on its first anniversary (footnote F3).
• Shares owned after the transactions: not specified in the provided excerpt of the filing.
• Filing timeliness: Form filed 2026-08-10 for trades on 8/6–8/7; this appears to be timely (filed within standard Form 4 reporting window).

Context

• The 8/7 entries show both acquisition and immediate disposition of the same number of derivative shares on the same day — consistent with an immediate sale (cashless exercise or same-day disposition) rather than a long-term purchase.
• The 8/6 award is restricted and vests over multiple future dates, so it does not represent immediate liquidity.
• These filings are factual disclosures of insider activity and do not, by themselves, indicate the insider’s view of the company’s prospects.