京东 2026年年度报告和过渡报告

(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report Commission file number: 001-36450 JD.com, Inc. (Exact Name of Registrant as Specified in its Charter) N/A(Translation of Registrant’s Name into English) Cayman Islands(Jurisdiction of Incorporation or Organization) 20th Floor, Building A, No. 18 Kechuang 11 StreetYizhuang Economic and Technological Development ZoneDaxing District, Beijing 101111People’s Republic of China(Address of Principal Executive Offices) Ian Su Shan, Chief Financial OfficerTelephone: +86 10 8911-8888Email: ir@jd.com20th Floor, Building A, No. 18 Kechuang 11 StreetYizhuang Economic and Technological Development ZoneDaxing District, Beijing 101111People’s Republic of China(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange On Which RegisteredAmerican depositary shares(one American depositary share representingtwoClassA ordinary shares, par value US$0.00002per share)JDThe Nasdaq Stock Market LLC(The Nasdaq Global Select Market) None(Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d) of the Act: None(Title of Class) 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 annualreport: 2,426,357,703 ClassA ordinary shares (excluding 70,161,302 ClassA ordinary shares, which consisted of shares issued to thedepositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under ourshare incentive plans and shares repurchased but not yet cancelled) and 321,776,028 ClassB ordinary shares, par value US$0.00002per share, as of December31, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes☐No 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 theSecurities 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 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Acceleratedfiler☐Non-acceleratedfiler☐Emerginggrowthcompany☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section13(a) ofthe Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☒ International Financial Reporting Standards as issuedby the International Ac