百度 2026年年度报告和过渡报告

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report 2,197,993,760ClassA ordinary shares and 524,020,320ClassB ordinary shares, par valueUS$0.000000625 per share, as of December31, 2025. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Accelerated filer☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☒ Table of Contents TABLE OF CONTENTS PartIItem1.Identity of Directors, Senior Management and AdvisersItem2.Offer Statistics and Expected TimetableItem3.Key InformationItem4.Information on the CompanyItem4A.Unresolved Staff CommentsItem5.Operating and Financial Review and ProspectsItem6.Directors, Senior Management and EmployeesItem7.Major Shareholders and Related Party TransactionsItem8.Financial InformationItem9.The Offer and ListingItem10.Additional InformationItem11.Quantitative and Qualitative Disclosures about Market RiskItem12.Description of Securities Other than Equity Securities PartII Item13.Defaults, Dividend Arrearages and DelinquenciesItem14.Material Modifications to the Rights of Security Holders and Use of Proceeds.Item15.Controls and ProceduresItem16A.Audit Committee Financial ExpertItem16B.Code of EthicsItem16C.Principal Accountant Fees and ServicesItem16D.Exemptions from the Listing Standards for Audit CommitteesItem16E.Purchases of Equity Securities by the Issuer and Affiliated PurchasersItem16F.Change in Registrant’s Certifying AccountantItem16G.Corporate GovernanceItem16H.Mine Safety DisclosureItem16I.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsItem16J.Insider Trading PoliciesItem16K.Cybersecurity PartIII Item17.Financial StatementsItem18.Financial StatementsItem19.Exhibits Table of Contents INTRODUCTION In this annual report, except where the context otherwise requires and for purposes of this annual report only: •“ADSs” refer to our American depositary shares, each ADSs representing eight ClassA ordinary shares;•“Baidu General Business” refers to Baidu Core. Starting from the fourth quarter of 2025, we redefined Baidu Core as Baidu GeneralBusiness;•“China” or “PRC” refers to the People’s Republic of China, including Hong Kong, Macau and Taiwan; and “Chinese mainland” refers tothe People’s Republic of China, excluding Hong Kong, Macau and Taiwan;•“ClassA ordinary shares” refer to ClassA ordinary shares of the share capital of our company with a par value of US$0.000000625 each,conferring a holder of a ClassA ordinary share one vote per share on all matters submitted for voting at general meetings of our company;•“ClassB ordinary shares” refer to ClassB ordinary shares of the share capital of our company with a par value of US$0.000000625 each,conferring weighted voting rights in our company such that a holder of a ClassB ordinary share is entitled to 10 votes per share on allmatters submitted for voting at general meetings of our company;•“Hong Kong” or “HK” or “Hong Kong S.A.R.” refers to the Hong Kong Special Administrative Region of the PRC;•“Hong Kong Listing Rules” refer to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, asamended or supplemented from time to time;•“Hong Kong Share Registrar” refers to Computershare Hong Kong Investor Services Limited;•“Hong Kong Stock Exchange” refers to The Stock Exchange of Hong Kong Limited;•“Main Board” refers to the stock market (excluding the option market) operated by the Hong Kong Stock Exchange which is independentfrom and operated in parallel with the Growth Enterprise Market of the Hong Kong Stock Exchange;•“MAU,” or monthly active user, refers to the number of mobile devices that launched our mobile apps during a given month;•“our company” refers to Baidu, Inc., which is not a PRC operating company but a Cayman Islands holding company with operationsprimarily conduct