Xu Ran 4

What Happened

• Xu Ran, CEO of JD.com (JD), had restricted share units (RSUs) vest and settle on April 1, 2026, resulting in the acquisition of 44,510 American Depositary Shares (ADSs). On April 2, 2026, 20,000 ADSs were sold under a mandatory sell‑to‑cover arrangement to satisfy tax withholding, generating $568,800 (20,000 ADSs × $28.44). In addition, Xu was granted 80,000 RSUs on April 1, 2026 that are subject to a multi‑year vesting schedule.

Key Details

• Transaction dates and amounts:
  • 2026-04-01: Exercise/conversion of derivatives (RSU vesting) — acquired 44,510 ADSs at $0.00 (vesting/settlement).
  • 2026-04-02: Tax withholding sell-to-cover — disposed 20,000 ADSs at $28.44 for $568,800 (proceeds).
  • 2026-04-01: Grant — 80,000 RSUs awarded (subject to future vesting).
• Footnotes of note:
  • Each ADS represents two Class A ordinary shares (F1).
  • The 20,000 ADSs were sold pursuant to a mandatory, non‑discretionary sell‑to‑cover to meet income tax liabilities from RSU vesting (F2).
  • Each RSU represents the right to one Class A ordinary share; certain RSUs vested on April 1, 2026 and some newly granted RSUs vest in equal installments over four years starting April 1, 2027 (F3–F5).
• Shares owned after the transactions: not specified in the filing.
• Filing timeliness: Form 4 was filed on April 3, 2026 for transactions on April 1–2, 2026 — this appears to be timely (Form 4 is generally due within two business days).

Context

• RSU vesting and settlement is not the same as an open‑market purchase — it reflects compensation being converted into ADSs. The April 2 sale was a routine, mandatory sell‑to‑cover to satisfy tax liabilities, not necessarily a discretionary sale signaling a view on the stock.
• ADS mechanics: each ADS = 2 Class A ordinary shares, so be mindful when comparing ADS counts to ordinary share counts.
• Transaction codes used: M = exercise/conversion of derivative (RSU vesting), F = withholding/sale to cover taxes, A = award/grant.