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 March 2024

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: March 6, 2024

Exhibit 99.1

JD.com Announces Fourth Quarter and Full Year 2023 Results, Annual Dividend

and Share Repurchase Program

Beijing, China — March 6, 2024 — JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter)), a leading supply chain-based technology and service provider, today announced its unaudited financial results for the three months and the full year ended December 31, 2023 and an annual cash dividend for the year ended December 31, 2023. The company also announced the adoption of a new share repurchase program under which the company may repurchase up to US$3.0 billion worth of its shares (including ADSs) over the next 36 months through March 2027.

Fourth Quarter and Full Year 2023 Highlights

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“We were pleased to finish 2023 on a strong note, with upticks in both revenues and profitability for the fourth quarter,” said Sandy Xu, Chief Executive Officer of JD.com. “JD’s proactive actions have begun to produce results as our decisive focus on user experience, price competitiveness and platform ecosystem drives deeper and more frequent user engagement and healthier user growth momentum. With the two priorities of user experience improvement and market share expansion, we look forward to creating more value for our users, business partners and shareholders in 2024.”

“JD delivered solid financial results for the fourth quarter and the full year of 2023, as our efforts to provide the utmost in selection, speed, quality and value resonated well with users,” said Ian Su Shan, Chief Financial Officer of JD.com. “Our core home appliance and electronics categories continued to outperform the industry, and general merchandise category returned to a growth trajectory in the quarter. Reflecting our strong profitability and balance sheet, we remain committed to returning value to shareholders in the form of an annual cash dividend, as well as through our share repurchase program.”

Dividend Payment

The company announced that its board of directors (the “Board”) approved an annual cash dividend for the year ended December 31, 2023 of US$0.38 per ordinary share, or US$0.76 per ADS, to holders of ordinary shares and holders of ADSs, respectively, as of the close of business on April 5, 2024 Beijing/Hong Kong Time and New York Time, respectively, payable in U.S. dollars. The aggregate amount of the dividend will be approximately US$1.2 billion. The payment date is expected to be on or around April 23, 2024 and on or around April 29, 2024 for holders of ordinary shares and holders of ADSs, respectively.

Share Repurchase Program

The company approved the existing share repurchase program (the “Existing Share Repurchase Program”) in March 2020 with repurchase authorization of US$2.0 billion and extended and upsized it to US$3.0 billion in December 2021. Pursuant to the Existing Share Repurchase Program, the company has repurchased a total of 55.5 million Class A ordinary shares (equivalent to 27.8 million ADSs) for a total of approximately US$1.5 billion as of December 31, 2023, including the repurchase of 15.0 million Class A ordinary shares (equivalent of 7.5 million ADSs) for a total of approximately US$203.1 million during the three months ended December 31, 2023, and 22.7 million Class A ordinary shares (equivalent of 11.3 million ADSs) for a total of approximately US$356.2 million in the full year of 2023.

The company’s Board has approved a new share repurchase program (the “New Share Repurchase Program”), effective upon the expiry of the company’s Existing Share Repurchase Program on March 17, 2024. Pursuant to the New Share Repurchase Program, the company may repurchase up to US$3.0 billion worth of its shares (including ADSs) over the next 36 months through March 2027.

The company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The company’s Board will review the share repurchase program periodically, and may authorize adjustment of its terms and size.

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Business Highlights

Environment, Social and Governance

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Fourth quarter 2023 Financial Results

Net Revenues. For the fourth quarter of 2023, JD.com reported net revenues of RMB306.1 billion (US$43.1 billion), representing a 3.6% increase from the same period of 2022. Net product revenues increased by 3.7%, while net service revenues increased by 3.0% for the fourth quarter of 2023, as compared to the same period of 2022.

Cost of Revenues. Cost of revenues increased by 3.4% to RMB262.6 billion (US$37.0 billion) for the fourth quarter of 2023 from RMB253.9 billion for the fourth quarter of 2022.

Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 2.5% to RMB17.3 billion (US$2.4 billion) for the fourth quarter of 2023 from RMB16.9 billion for the fourth quarter of 2022. Fulfillment expenses as a percentage of net revenues was 5.6% for the fourth quarter of 2023, compared to 5.7% for the same period last year.

Marketing Expenses. Marketing expenses increased by 9.4% to RMB13.1 billion (US$1.8 billion) for the fourth quarter of 2023 from RMB12.0 billion for the fourth quarter of 2022, marketing expenses as a percentage of net revenues was 4.3% for the fourth quarter of 2023, compared to 4.1% for the same period last year. The increase was mainly due to the increased spending in promotion activities.

Research and Development Expenses. Research and development expenses decreased by 0.6% to RMB4.3 billion (US$0.6 billion) for the fourth quarter of 2023 from RMB4.4 billion for the fourth quarter of 2022. Research and development expenses as a percentage of net revenues was 1.4% for the fourth quarter of 2023, compared to 1.5% for the same period last year.

General and Administrative Expenses. General and administrative expenses decreased by 34.8% to RMB2.4 billion (US$0.3 billion) for the fourth quarter of 2023 from RMB3.6 billion for the fourth quarter of 2022, primarily due to the decrease in share-based compensation expenses. General and administrative expenses as a percentage of net revenues was 0.8% for the fourth quarter of 2023, compared to 1.2% for the same period last year.

Income from Operations and Non-GAAP Income from Operations. Income from operations for the fourth quarter of 2023 decreased by 58.1% to RMB2.0 billion (US$0.3 billion) from RMB4.8 billion for the same period last year, primarily due to the non-cash impairment of goodwill and long-lived assets in relation to Dada of RMB4.0 billion and non-cash impairment of long-lived assets in relation to JD Property of RMB1.1 billion. Operating margin for the fourth quarter of 2023 was 0.7%, compared to 1.6% for the fourth quarter of 2022. Non-GAAP income from operations increased by 7.5% to RMB7.8 billion (US$1.1 billion) for the fourth quarter of 2023 from RMB7.3 billion for the fourth quarter of 2022. Non-GAAP operating margin for the fourth quarter of 2023 was 2.5%, maintained the same level as the fourth quarter of 2022. Operating margin of JD Retail before unallocated items for the fourth quarter of 2023 was 2.6%, compared to 3.0% for the fourth quarter of 2022.

Non-GAAP EBITDA. Non-GAAP EBITDA increased by 8.6% to RMB9.7 billion (US$1.4 billion) for the fourth quarter of 2023 from RMB8.9 billion for the fourth quarter of 2022. Non-GAAP EBITDA margin for the fourth quarter of 2023 was 3.2%, compared to 3.0% for the fourth quarter of 2022.

Others, net. Other non-operating income was RMB1.7 billion (US$0.2 billion) for the fourth quarter of 2023, as compared to a loss of RMB0.4 billion for the fourth quarter of 2022, primarily due to increase in interest income and decrease in loss in relation to equity investments.

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Net Income 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 fourth quarter of 2023 increased by 11.8% to RMB3.4 billion (US$0.5 billion) from RMB3.0 billion for the same period last year. Net margin attributable to the company’s ordinary shareholders for the fourth quarter of 2023 was 1.1%, compared to 1.0% for the fourth quarter of 2022. Non-GAAP net income attributable to the company’s ordinary shareholders for the fourth quarter of 2023 increased by 9.9% to RMB8.4 billion (US$1.2 billion) from RMB7.7 billion for the same period last year. Non-GAAP net margin attributable to the company’s ordinary shareholders for the fourth quarter of 2023 was 2.7%, compared to 2.6% for the fourth quarter of 2022.

Diluted EPS and Non-GAAP Diluted EPS. Diluted net income per ADS for the fourth quarter of 2023 increased by 11.8% to RMB2.13 (US$0.30) from RMB1.91 for the fourth quarter of 2022. Non-GAAP diluted net income per ADS for the fourth quarter of 2023 increased by 10.2% to RMB5.30 (US$0.75) from RMB4.81 for the fourth quarter of 2022.

Cash Flow and Working Capital

As of December 31, 2023, the company’s cash and cash equivalents, restricted cash and short-term investments totaled RMB197.7 billion (US$27.8 billion), compared to RMB226.2 billion as of December 31, 2022. For the fourth quarter of 2023, free cash flow of the company was as follows:

Net cash used in investing activities was RMB63.1 billion (US$8.9 billion) for the fourth quarter of 2023, consisting primarily of increase in long-term time deposits and wealth management products, and cash paid for capital expenditures.

Net cash used in financing activities was RMB0.7 billion (US$0.1 billion) for the fourth quarter of 2023, consisting primarily of cash paid for repurchase of ordinary shares, partially offset by the net proceeds from bank loans.

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Full Year 2023 Financial Results

Net Revenues. For the full year of 2023, JD.com reported net revenues of RMB1,084.7 billion (US$152.8 billion), representing a 3.7% increase from the full year of 2022. Net product revenues increased by 0.7%, while net service revenues increased by 17.8% for the full year of 2023, as compared to the full year of 2022.

Cost of Revenues. Cost of revenues increased by 2.9% to RMB925.0 billion (US$130.3 billion) for the full year of 2023 from RMB899.2 billion for the full year of 2022.

Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 2.5% to RMB64.6 billion (US$9.1 billion) for the full year of 2023 from RMB63.0 billion for the full year of 2022. Fulfillment expenses as a percentage of net revenues was 6.0% for the full year of 2023, maintained the same level as the full year of 2022.

Marketing Expenses. Marketing expenses increased by 6.3% to RMB40.1 billion (US$5.7 billion) for the full year of 2023 from RMB37.8 billion for the full year of 2022. Marketing expenses as a percentage of net revenues was 3.7% for the full year of 2023, compared to 3.6% for the full year of 2022.

Research and Development Expenses. Research and development expenses decreased by 3.0% to RMB16.4 billion (US$2.3 billion) for the full year of 2023 from RMB16.9 billion for the full year of 2022. Research and development expenses as a percentage of net revenues was 1.5% for the full year of 2023, compared to 1.6% for the full year of 2022.

General and Administrative Expenses. General and administrative expenses decreased by 12.2% to RMB9.7 billion (US$1.4 billion) for the full year of 2023 from RMB11.1 billion for the full year of 2022, primarily due to the decrease in share-based compensation expenses. General and administrative expenses as a percentage of net revenues was 0.9% for the full year of 2023, compared to 1.1% for the full year of 2022.

Income from Operations and Non-GAAP Income from Operations. Income from operations for the full year of 2023 increased by 32.0% to RMB26.0 billion (US$3.7 billion) from RMB19.7 billion for the full year of 2022. Operating margin for the full year of 2023 was 2.4%, compared to 1.9% for the full year of 2022. Non-GAAP income from operations for the full year of 2023 increased by 28.5% to RMB35.4 billion (US$5.0 billion) from RMB27.6 billion for the full year of 2022. Non-GAAP operating margin for the full year of 2023 was 3.3%, compared to 2.6% for the full year of 2022. Operating margin of JD Retail before unallocated items for the full year of 2023 was 3.8%, compared to 3.7% for the full year of 2022.

Non-GAAP EBITDA. Non-GAAP EBITDA for the full year of 2023 increased by 26.3% to RMB42.5 billion (US$6.0 billion) from RMB33.6 billion for the full year of 2022. Non-GAAP EBITDA margin for the full year of 2023 was 3.9%, compared to 3.2% for the full year of 2022.

Share of Results of Equity Investees. Share of results of equity investees was an income of RMB1.0 billion (US$0.1 billion) for the full year of 2023, as compared to a loss of RMB2.2 billion for the full year of 2022, primarily due to the increase in share of profit and the decrease in impairment of equity method investees.

Others, net. Other non-operating income was RMB7.5 billion (US$1.1 billion) for the full year of 2023, as compared to a loss of RMB1.6 billion for the full year of 2022, primarily due to increase in interest income and decrease in loss in relation to equity investments.

Net Income 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 full year of 2023 increased by 132.8% to RMB24.2 billion (US$3.4 billion) from RMB10.4 billion for the full year of 2022. Net margin attributable to the company’s ordinary shareholders for the full year of 2023 was 2.2%, compared to 1.0% for the full year of 2022. Non-GAAP net income attributable to the company’s ordinary shareholders for the full year of 2023 increased by 24.7% to RMB35.2 billion (US$5.0 billion) from RMB28.2 billion for the full year of 2022. Non-GAAP net margin attributable to the company’s ordinary shareholders for the full year of 2023 was 3.2%, compared to 2.7% for full year of 2022.

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Diluted EPS and Non-GAAP Diluted EPS. Diluted net income per ADS for the full year of 2023 increased by 137.2% to RMB15.23 (US$2.14) from RMB6.42 for the full year of 2022. Non-GAAP diluted net income per ADS for the full year of 2023 increased by 25.1% to RMB22.17 (US$3.12) from RMB17.73 for the full year of 2022.

Cash Flow and Working Capital

For the full year of 2023, free cash flow of the company was as follows:

Net cash used in investing activities was RMB59.5 billion (US$8.4 billion) for the full year of 2023, consisting primarily of increase in time deposits and wealth management products, and cash paid for capital expenditures.

Net cash used in financing activities was RMB5.8 billion (US$0.8 billion) for the full year of 2023, consisting primarily of cash paid for dividends and repurchase of ordinary shares, partially offset by the net proceeds from bank loans.

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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.

On March 5, 2024, Dada announced the results of the independent review led by the audit committee of its board of directors, with the assistance of independent professional advisers, regarding certain suspicious practices that were identified during its routine internal audit which were previously disclosed on January 8, 2024. Based on the findings of the independent review, certain revenues and associated costs were overstated in Dada’s past financial statements. Please refer to Dada’s current report on Form 6-K titled “Dada Announces Findings of Independent Review” (the “Dada Announcement”) for more details.

For the fourth quarter of 2023, the company aggregated the results of Dada and New Businesses, which were two separate reporting segments previously, under “Others” for the purpose of this press release. The company reversed Dada’s overstated net revenues of approximately RMB499 million and associated costs in the first three quarters of 2023 as described in the Dada Announcement from the results of “Others” in the fourth quarter of 2023. The company’s preliminary unaudited financial results for the full year of 2023 may differ from the audited financial results, which remain subject to the completion of the annual audit of the company’s and Dada’s financial results.

The table below sets forth the segment operating results, with prior period segment information retrospectively revised to conform to current period presentation:

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The tables below set forth the revenue information:

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Conference Call

JD.com’s management will hold a conference call at 7:00 am, Eastern Time on March 6, 2024, (8:00 pm, Beijing/Hong Kong Time on March 6, 2024) to discuss its financial results for the three months and the full year ended December 31, 2023.

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/10037176-hg876t.html

CONFERENCE ID: 10037176

A telephone replay will be available for one week until March 13, 2024. 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.

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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.

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 attributable to the company’s ordinary shareholders, 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 long-lived 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, long-lived 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

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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 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; 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 Condensed Consolidated Balance Sheets

(In millions, except otherwise noted)

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JD.com, Inc.

Unaudited Condensed Consolidated Statements of Operations

(In millions, except per share data)

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JD.com, Inc.

Unaudited Condensed Consolidated Statements of Operations

(In millions, except per share data)

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JD.com, Inc.

Unaudited Non-GAAP Net Income Per Share and Per ADS

(In millions, except per share data)

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JD.com, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows and Free Cash Flow

(In millions)

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JD.com, Inc.

Supplemental Financial Information and Business Metrics

(In RMB billions, except turnover days data)

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JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In millions, except percentage data)

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JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In millions, except percentage data)