Zhang Pang 4

What Happened

• Zhang Pang, Chief Human Resources Officer of JD.com, had restricted share units (RSUs) settle and converted into ADSs on April 1, 2026, and was also granted new RSUs. Specifically, 28,861 ADSs were acquired upon vesting (reported at $0), and a separate derivative entry shows 57,722 ADSs (reported as a conversion/disposition at $0). On April 2, 2026 she disposed of 12,800 ADSs at $28.44 each, raising $364,032 under a mandatory sell-to-cover arrangement to satisfy tax withholding. Additionally, 30,000 RSUs were granted on April 1, 2026 (reported at $0) subject to future vesting.

Key Details

• Transaction dates/prices:
  • April 1, 2026: 28,861 ADSs acquired via RSU settlement (reported $0); 57,722 ADSs reported as a derivative disposition (reported $0).
  • April 2, 2026: 12,800 ADSs sold at $28.44 each = $364,032 (sell-to-cover for taxes).
  • April 1, 2026: 30,000 RSUs granted (future vesting).
• Shares owned after transaction: not specified in the supplied filing data.
• Notable footnotes:
  • ADSs = American depositary shares; each ADS represents two Class A ordinary shares.
  • Acquisitions on April 1 reflect RSUs that vested and settled into ADSs.
  • The April 2 sale was a mandatory, non-discretionary sell-to-cover to satisfy income tax liabilities on vesting.
  • The newly granted 30,000 RSUs vest over four years in equal installments starting April 1, 2027.
• Filing timeliness: Form 4 filed April 3, 2026 for transactions on April 1–2; this appears to be a timely filing.

Context

• These entries reflect RSU vesting and a routine sell-to-cover tax withholding, not a voluntary open-market sale of additional shares. The exercise/conversion (transaction code M) here means RSUs were converted/settled into ADSs (reported at $0 because they are not option exercises requiring a cash exercise price). The grant reported is a forward-looking compensation award subject to vesting and does not represent an immediate purchase.