Shan Su 4

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.