Shan Su 4

4 · JD.com, Inc. · Filed Apr 3, 2026

AI-generated summary of this filing

Updated Apr 3, 2026

JD.com CFO Shan Su Exercises RSUs, Sells 4,600 ADSs

What Happened

Shan Su, Chief Financial Officer of JD.com (JD), had restricted share units (RSUs) vest and settle on April 1, 2026, resulting in receipt/conversion of American Depositary Shares (ADSs). The filing shows 11,250 ADSs acquired on vesting and additional conversion/settlement entries recorded at $0 (settlement mechanics).
On April 2, 2026, 4,600 ADSs were sold under a mandatory sell-to-cover arrangement to satisfy income tax withholding at $28.44 per ADS, generating $130,824. Each ADS represents two Class A ordinary shares.
The filing also shows a grant on April 1, 2026 of 30,000 RSUs (derivative award) that are subject to a four-year vesting schedule in equal installments beginning April 1, 2027.

Key Details

Transaction dates: RSU vesting/settlement on April 1, 2026; sell-to-cover sale on April 2, 2026 (sale price $28.44/ADS; proceeds $130,824).
Shares reported acquired on vesting: 11,250 ADSs (each ADS = 2 Class A shares). Shares sold for tax withholding: 4,600 ADSs (≈9,200 underlying Class A shares).
New award: 30,000 RSUs granted 4/1/2026, vesting over 4 years starting 4/1/2027; RSUs represent contingent rights to receive Class A ordinary shares and have no expiration date (per filing footnotes).
Footnotes indicate the sale was a mandatory, non-discretionary sell-to-cover to satisfy tax liabilities upon RSU vesting (routine tax withholding), not an open-market discretionary sell.
Filing was submitted April 3, 2026 for transactions on April 1–2, which appears timely under Form 4 rules (not marked late).

Context

This was largely an administrative/settlement event: RSUs vested and were settled into ADSs, and a portion was sold automatically to cover taxes (common practice). Such sell-to-cover transactions are routine and do not necessarily signal a change in insider sentiment.
The 30,000-RSU grant is a future compensation award subject to standard multi-year vesting and does not represent immediate transferable shares.

Form 4

Period: 2026-04-01

Chief Financial Officer

Transactions

Exercise/Conversion
American depositary shares
[F1]
2026-04-01+11,250→ 44,840 total
Tax Payment
American depositary shares
[F2]
2026-04-02$28.44/sh−4,600$130,824→ 40,240 total
Exercise/Conversion
Restricted Share Units
[F3][F4]
2026-04-01−2,500→ 2,500 total
→ Class A ordinary shares (2,500 underlying)
Exercise/Conversion
Restricted Share Units
[F3][F4]
2026-04-01−10,000→ 20,000 total
→ Class A ordinary shares (10,000 underlying)
Exercise/Conversion
Restricted Share Units
[F3][F4]
2026-04-01−10,000→ 30,000 total
→ Class A ordinary shares (10,000 underlying)
Award
Restricted Share Units
[F3][F5]
2026-04-01+30,000→ 30,000 total
→ Class A ordinary shares (30,000 underlying)

Footnotes (5)

[F1]These American depositary shares (ADSs), each representing two Class A ordinary shares, were acquired upon vesting and settlement of restricted share units.
[F2]Represents ADSs sold pursuant to a mandatory, non-discretionary, sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of restricted share units.
[F3]Each restricted share unit represents the contingent right to receive one Class A ordinary share.
[F4]These restricted shares units were vested on April 1, 2026 and do not have an expiration date.
[F5]These restricted share units were granted on April 1, 2026 and subject to a 4-year vesting schedule in equal installments starting from April 1, 2027. They do not have an expiration date.

Signature

/s/ Su Shan|2026-04-03

1 file