UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2023

Commission File Number: 001-36450

JD.com, Inc.

20th Floor, Building A, No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒                Form 40-F  ☐

Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 11, 2023

Exhibit 99.1

JD.com Announces First Quarter 2023 Results

Beijing, China---May 11, 2023---JD.com, Inc. (NASDAQ: JD and HKEX: 9618), a leading supply chain-based technology and service provider, today announced its unaudited financial results for the quarter ended March 31, 2023.

First Quarter 2023 Highlights

“JD saw strong growth in profitability in the first quarter as we continued to streamline our operations, optimize our product portfolio and expand our service offerings,” said Lei Xu, CEO of JD.com. “In the quarters ahead, we will further enhance our business structure in order to drive the expansion of our user base throughout China. JD.com has built China’s most trusted brand in retail, and is uniquely positioned to provide our loyal user base with the superior quality, value, speed and selection they have come to expect, while maintaining the flexibility to seize upon multiple growth opportunities across our businesses.”

“During the first quarter, we were pleased to see service revenues grow to account for 20% of our total revenues, helping deliver strong margins and reflecting our success in attracting a record number of third-party merchants to the JD.com platform,” said Sandy Xu, Chief Financial Officer of JD.com. “We also see more encouraging trends in Q2, both financially and operationally, as we push forward our proactive adjustment. Looking ahead, we will continue to focus on the quality of our businesses while providing a superior platform for our merchants and suppliers in terms of exposure, traffic and lower costs, in order to drive sustainable growth for the long term.”

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Business Highlights

Environment, Social and Governance

JD Retail

JD Health

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JD Logistics

JD Industrials

3

Dada

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First Quarter 2023 Financial Results

Net Revenues. For the first quarter of 2023, JD.com reported net revenues of RMB243.0 billion (US$35.4 billion), representing a 1.4% increase from the same period of 2022. Net product revenues decreased by 4.3%, while net service revenues increased by 34.5% for the first quarter of 2023, as compared to the same period of 2022.

Cost of Revenues. Cost of revenues increased by 0.4% to RMB206.9 billion (US$30.1 billion) for the first quarter of 2023 from RMB206.2 billion for the first quarter of 2022.

Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, decreased by 0.7% to RMB15.4 billion (US$2.2 billion) for the first quarter of 2023 from RMB15.5 billion for the first quarter of 2022. Fulfillment expenses as a percentage of net revenues was 6.3% for the first quarter of 2023, compared to 6.5% for the same period last year.

Marketing Expenses. Marketing expenses decreased by 8.0% to RMB8.0 billion (US$1.2 billion) for the first quarter of 2023 from RMB8.7 billion for the first quarter of 2022.

Research and Development Expenses. Research and development expenses decreased by 4.5% to RMB4.2 billion (US$0.6 billion) for the first quarter of 2023 from RMB4.4 billion for the first quarter of 2022.

General and Administrative Expenses. General and administrative expenses was RMB2.5 billion (US$0.4 billion) for the first quarter of 2023, kept relatively steady as compared to RMB2.5 billion for the first quarter of 2022.

Income from Operations and Non-GAAP Income from Operations. Income from operations for the first quarter of 2023 was RMB6.4 billion (US$0.9 billion), compared to RMB2.4 billion for the same period last year. Non-GAAP income from operations was RMB7.9 billion (US$1.1 billion) for the first quarter of 2023, as compared to RMB4.7 billion for the first quarter of 2022. Operating margin of JD Retail before unallocated items for the first quarter of 2023 was 4.6%, compared to 3.6% for the first quarter of 2022.

Non-GAAP EBITDA. Non-GAAP EBITDA increased by 56.6% to RMB9.5 billion (US$1.4 billion) for the first quarter of 2023 from RMB6.1 billion for the first quarter of 2022.

Share of Results of Equity Investees. Share of results of equity investees was a loss of RMB0.8 billion (US$0.1 billion) for the first quarter of 2023, as compared to RMB1.1 billion for the first quarter of 2022. The loss for the first quarter of 2022 and 2023 was primarily due to share of losses from certain equity investees.

Others, net. Other non-operating income was RMB2.8 billion (US$0.4 billion) for the first quarter of 2023, as compared to other non-operating loss of RMB3.9 billion for the first quarter of 2022. The increase was primarily due to a loss of RMB3.6 billion recognized resulting from the change of Dada’s share price prior to the closing of the acquisition of Dada in the first quarter of 2022, and the fair value change of investment securities.

Net Income/(Loss) Attributable to the Company’s Ordinary Shareholders and Non-GAAP Net Income Attributable to the Company’s Ordinary Shareholders. Net income attributable to the company’s ordinary shareholders for the first quarter of 2023 was RMB6.3 billion (US$0.9 billion), compared to a net loss of RMB3.0 billion for the same period last year. Non-GAAP net income attributable to the company’s ordinary shareholders for the first quarter of 2023 was RMB7.6 billion (US$1.1 billion), as compared to RMB4.0 billion for the same period last year.

Diluted EPS and Non-GAAP Diluted EPS. Diluted net income per ADS for the first quarter of 2023 was RMB3.93 (US$0.57), compared to a diluted net loss per ADS of RMB1.92 for the first quarter of 2022. Non-GAAP diluted net income per ADS for the first quarter of 2023 was RMB4.76 (US$0.69), compared to RMB2.53 for the first quarter of 2022.

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Cash Flow and Working Capital

As of March 31, 2023, the company’s cash and cash equivalents, restricted cash and short-term investments totaled RMB203.2 billion (US$29.6 billion), compared to RMB226.2 billion as of December 31, 2022. For the first quarter of 2023, free cash flow of the company was as follows:

Net cash provided by investing activities was RMB16.7 billion (US$2.4 billion) for the first quarter of 2023, consisting primarily of the decrease in short-term investments, partially offset by cash paid for capital expenditures.

Net cash provided by financing activities was RMB1.3 billion (US$0.2 billion) for the first quarter of 2023, consisting primarily of proceeds from JD Industrials’ non-redeemable series B preferred share financing and net proceeds from bank loans, partly offset by cash paid for share repurchase. In the first quarter of 2023, the company has repurchased approximately 3.8 million of its ADSs for approximately RMB1.1 billion (US$0.2 billion) under its share repurchase program.

For the twelve months ended March 31, 2023, free cash flow of the company was as follows:

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Supplemental Information

The company reports four segments, JD Retail, JD Logistics, Dada and New businesses. JD Retail, including JD Health and JD Industrials, among other components, mainly engage in online retail, online marketplace and marketing services in China. JD Logistics includes both internal and external logistics businesses. Dada is a local on-demand delivery and retail platform in China. New businesses mainly include JD Property, Jingxi and overseas businesses.

The table below sets forth the segment operating results:

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The table below sets forth the revenue information:

Conference Call

JD.com’s management will hold a conference call at 8:00 am, Eastern Time on May 11, 2023, (8:00 pm, Beijing/Hong Kong Time on May 11, 2023) to discuss the first quarter of 2023 financial results.

Please register in advance of the conference using the link provided below and dial in 15 minutes prior to the call, using participant dial-in numbers, the Passcode and unique access PIN which would be provided upon registering. You will be automatically linked to the live call after completion of this process, unless required to provide the conference ID below due to regional restrictions.

PRE-REGISTER LINK: https://s1.c-conf.com/diamondpass/10030318-tfg7rc.html

CONFERENCE ID: 10030318

A telephone replay will be available for one week until May 18, 2023. The dial-in details are as follows:

Additionally, a live and archived webcast of the conference call will also be available on the JD.com’s investor relations website at http://ir.jd.com.

About JD.com

JD.com is a leading supply chain-based technology and service provider. The company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.

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Non-GAAP Measures

In evaluating the business, the company considers and uses non-GAAP measures, such as non-GAAP income/(loss) from operations, non-GAAP operating margin, non-GAAP net income/(loss) attributable to the company’s ordinary shareholders, non-GAAP net margin, free cash flow, non-GAAP EBITDA, non-GAAP EBITDA margin, non-GAAP net income/(loss) per share and non-GAAP net income/(loss) per ADS, as supplemental measures to review and assess operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The company defines non-GAAP income/(loss) from operations as income/(loss) from operations excluding share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements, gain on sale of development properties and impairment of goodwill and intangible assets. The company defines non-GAAP net income/(loss) attributable to the company’s ordinary shareholders as net income/(loss) attributable to the company’s ordinary shareholders excluding share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements and non-compete agreements, gain/(loss) on disposals/deemed disposals of investments and others, reconciling items on the share of equity method investments, loss/(gain) from fair value change of long-term investments, impairment of goodwill, intangible assets and investments, gain in relation to sale of development properties and tax effects on non-GAAP adjustments. The company defines free cash flow as operating cash flow adjusting the impact from JD Baitiao receivables included in the operating cash flow and capital expenditures, net of the proceeds from sale of development properties. Capital expenditures include purchase of property, equipment and software, cash paid for construction in progress, purchase of intangible assets and land use rights. The company defines non-GAAP EBITDA as non-GAAP income/(loss) from operations plus depreciation and amortization excluding amortization of intangible assets resulting from assets and business acquisitions. Non-GAAP basic net income/(loss) per share is calculated by dividing non-GAAP net income/(loss) attributable to the company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the periods. Non-GAAP diluted net income/(loss) per share is calculated by dividing non-GAAP net income/(loss) attributable to the company’s ordinary shareholders by the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the periods, including the dilutive effect of share-based awards as determined under the treasury stock method. Non-GAAP net income/(loss) per ADS is equal to non-GAAP net income/(loss) per share multiplied by two.

The company presents these non-GAAP financial measures because they are used by management to evaluate operating performance and formulate business plans. Non-GAAP income/(loss) from operations, non-GAAP net income/(loss) attributable to the company’s ordinary shareholders and non-GAAP EBITDA reflect the company’s ongoing business operations in a manner that allows more meaningful period-to-period comparisons. Free cash flow enables management to assess liquidity and cash flow while taking into account the impact from JD Baitiao receivables included in the operating cash flow and the demands that the expansion of fulfillment infrastructure and technology platform has placed on financial resources. The company believes that the use of the non-GAAP financial measures facilitates investors to understand and evaluate the company’s current operating performance and future prospects in the same manner as management does, if they so choose. The company also believes that the non-GAAP financial measures provide useful information to both management and investors by excluding certain expenses, gain/loss and other items that are not expected to result in future cash payments or that are non-recurring in nature or may not be indicative of the company’s core operating results and business outlook.

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The non-GAAP financial measures have limitations as analytical tools. The company’s non-GAAP financial measures do not reflect all items of income and expense that affect the company’s operations or not represent the residual cash flow available for discretionary expenditures. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. The company encourages you to review the company’s financial information in its entirety and not rely on a single financial measure.

CONTACTS:

Investor Relations

Sean Zhang

+86 (10) 8912-6804

IR@JD.com

Media Relations

+86 (10) 8911-6155

Press@JD.com

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as JD.com’s strategic and operational plans, contain forward-looking statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements made on the website of the Hong Kong Stock Exchange, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about JD.com’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and governmental policies relating to the industries in which JD.com or its business partners operate; potential changes in laws, regulations and governmental policies or changes in the interpretation and implementation of laws, regulations and governmental policies that could adversely affect the industries in which JD.com or its business partners operate, including, among others, initiatives to enhance supervision of companies listed on an overseas exchange and tighten scrutiny over data privacy and data security; risks associated with JD.com’s acquisitions, investments and alliances, including fluctuation in the market value of JD.com’s investment portfolio; impact of the COVID-19 pandemic; natural disasters and geopolitical events; change in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and globally. Further information regarding these and other risks is included in JD.com’s filings with the SEC and the announcements on the website of the Hong Kong Stock Exchange. All information provided herein is as of the date of this announcement, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law.

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JD.com, Inc.

Unaudited Interim Condensed Consolidated Balance Sheets

(In millions, except otherwise noted)

11

JD.com, Inc.

Unaudited Interim Condensed Consolidated Balance Sheets

(In millions, except otherwise noted)

12

JD.com, Inc.

Unaudited Interim Condensed Consolidated Statements of Operations

(In millions, except per share data)

13

JD.com, Inc.

Unaudited Interim Condensed Consolidated Statements of Operations

(In millions, except per share data)

14

JD.com, Inc.

Unaudited Non-GAAP Net Income Per Share and Per ADS

(In millions, except per share data)

15

JD.com, Inc.

Unaudited Interim Condensed Consolidated Statements of Cash Flows and Free Cash Flow

(In millions)

16

JD.com, Inc.

Supplemental Financial Information and Business Metrics

17

JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In millions, except percentage data)

18

JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In millions, except percentage data)

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Exhibit 99.2

JD.com Announces Management Changes

Beijing, China—May 11, 2023—JD.com, Inc. (“JD.com” or the “Company”) (NASDAQ: JD and HKEX: 9618), a leading supply chain-based technology and service provider, is pleased to announce today that Ms. Sandy Ran Xu, the current chief financial officer of JD.com, has been appointed as the chief executive officer and an executive director of the Company to succeed Mr. Lei Xu. Mr. Lei Xu will retire from his positions as the chief executive officer and executive director of the Company due to personal reasons. Mr. Ian Su Shan, the current chief financial officer of JD Logistics, has been appointed as the chief financial officer of the Company.

Mr. Lei Xu will begin the process of handing the CEO role over to Sandy immediately, leaving ample time for a seamless transition before his retirement in June. Mr. Xu has been with JD.com for over a decade in various senior roles and has made significant contributions to the Company’s development. After his retirement, Mr. Xu will serve as the first chairman of the advisory council of JD.com and continue to participate in the high-quality development of the Company.

Ms. Sandy Ran Xu has served as the chief financial officer of JD.com since June 2020. Ms. Xu joined JD.com in July 2018, and oversaw group finance, accounting and tax functions in addition to serving as chief financial officer of JD Retail from July 2018 to May 2020. Prior to joining JD.com, Ms. Xu was an audit partner and spent nearly 20 years with PricewaterhouseCoopers Zhong Tian LLP, Beijing office and PricewaterhouseCoopers, San Jose office. Ms. Xu also serves as a director of JD Technology. Ms. Xu received her bachelor’s degree with a double major in information science and economics from Peking University.

Mr. Ian Su Shan has served as the chief financial officer of JD Logistics since May 2022. Mr. Shan joined JD.com in December 2021. Prior to that, Mr. Shan worked at Lavender Hill Capital Partners from October 2019 to November 2021 and served as a Managing Director from January 2021 to November 2021. He also worked in the TMT Group of the Investment Banking Division at Goldman Sachs (Asia) L.L.C. from 2015 to 2019 and served as an Executive Director from January 2017 to September 2019. Mr. Shan received his bachelor’s degree in laws from China University of Political Science and Law, and his master’s degree in laws from University of Warwick. Mr. Shan is a CFA charterholder.

“On behalf of our board, I would like to thank Lei for his outstanding contributions to JD.com. His sound judgment and leadership as the CEO have been instrumental to our development. We wish him all the best in his well-deserved retirement and look forward to his continuing contributions as the chairman of our advisory council,” said Mr. Richard Qiangdong Liu, chairman of JD.com. “We are confident that Sandy as the CEO and Ian as the CFO will provide strong leadership for JD.com going forward. Sandy has been a great CFO, and has also contributed significantly to our business functions and demonstrated profound insights about our business and strategic development. Going forward, I’ll continue to devote my time to JD’s long-term strategies, mentorship of younger management, and revitalization of rural areas, and Sandy will lead the management team and oversee our daily operations. In addition, Ian’s outstanding performance as the CFO of JD Logistics and his track record of professional success makes him the ideal person to succeed as the CFO of JD.com.”

“It has been a great privilege to work alongside such a talented and dedicated team at JD.com, and I am grateful for the trust of the board and Richard as well as for everyone’s support during the years we’ve worked together,” said Mr. Lei Xu. “I am also fortunate to have worked closely with Sandy for years. With her stellar performance, excellent professionalism and deep understanding of JD.com’s business, I am sure she will make a perfect CEO. While I have decided to retire and devote more time to my family, I am as confident as ever in JD.com’s long-term leadership as a supply chain-based technology and service provider and its mission to create value for users, business partners and the society.”

“It’s a great honor to become the CEO of JD.com, and I deeply appreciate the trust of both Richard and the board,” commented Ms. Sandy Ran Xu. “Richard and Lei have set a strong foundation for our future endeavors and will continue to provide invaluable support for JD.com’s long-term strategic development. I look forward to further driving JD.com’s sustainable high-quality growth and bringing more values to our customers, business partners and the society.”

“I am excited about serving as the CFO at the group level and look forward to working closely with the executive team to drive JD.com’s future growth,” said Mr. Ian Su Shan.

About JD.com

JD.com is a leading supply chain-based technology and service provider. The company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements made on the website of the Stock Exchange of Hong Kong Limited, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about JD.com’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and governmental policies relating to the industries in which JD.com or its business partners operate; potential changes in laws, regulations and governmental policies or changes in the interpretation and implementation of laws, regulations and governmental policies that could adversely affect the industries in which JD.com or its business partners operate, including, among others, initiatives to enhance supervision of companies listed on an overseas exchange and tighten scrutiny over data privacy and data security; risks associated with JD.com’s acquisitions, investments and alliances, including fluctuation in the market value of JD.com’s investment portfolio; impact of the COVID-19 pandemic; natural disasters and geopolitical events; change in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and globally. Further information regarding these and other risks is included in JD.com’s filings with the SEC and the announcements on the website of the Stock Exchange of Hong Kong Limited. All information provided herein is as of the date of this announcement, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

Investor Relations

Sean Zhang

+86 (10) 8912-6804

IR@JD.com

Media Relations

+86 (10) 8911-6155

Press@JD.com

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