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 2021

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  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

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 19, 2021

Exhibit 99.1

JD.com Announces First Quarter 2021 Results

Beijing, China—May 19, 2021—JD.com, Inc. (NASDAQ: JD and HKEX: 9618), China’s leading technology driven e-commerce company transforming to become the leading supply chain-based technology and service provider, today announced its unaudited financial results for the quarter ended March 31, 2021.

First Quarter 2021 Highlights

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“As we mark JD.com’s 18th anniversary, we are pleased to deliver another strong quarter of growth to kick off 2021” said Richard Liu, Chairman and Chief Executive Officer of JD.com. “Since our establishment, JD’s focus on customers has set us apart and today we are proud that 500 million active users rely on JD’s broad selection of quality products and best-in-class customer services to support every aspect of their lives. JD is also increasingly the partner of choice for millions of businesses who benefit from our advanced supply-chain infrastructure to reduce costs and boost operating efficiency.”

“As our strong growth momentum from last year continued into the first quarter of 2021, we are also encouraged by the diversification of our revenue streams with an increasing contribution from service revenues.” said Sandy Xu, Chief Financial Officer of JD.com. “JD Retail’s operating margin further expanded during the quarter, as we continue to drive stronger operating leverage through technology and innovation.”

Business Highlights

Environment, Social and Governance

JD Retail

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JD Health

JD Logistics

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Other Highlights

Operational Metrics Update

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First Quarter 2021 Financial Results

Net Revenues. For the first quarter of 2021, JD.com reported net revenues of RMB203.2 billion (US$31.0 billion), representing a 39.0% increase from the same period in 2020. Net product revenues increased by 34.7%, while net service revenues increased by 73.1% for the first quarter of 2021, as compared to the same period of 2020.

Cost of Revenues. Cost of revenues increased by 40.7% to RMB174.1 billion (US$26.6 billion) for the first quarter of 2021 from RMB123.7 billion for the first quarter of 2020.

Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 32.7% to RMB13.8 billion (US$2.1 billion) for the first quarter of 2021 from RMB10.4 billion for the first quarter of 2020.

Marketing Expenses. Marketing expenses increased by 56.6% to RMB7.0 billion (US$1.1 billion) for the first quarter of 2021 from RMB4.5 billion for the first quarter of 2020.

Research and Development Expenses. Research and development expenses increased by 15.1% to RMB4.5 billion (US$0.7 billion) for the first quarter of 2021 from RMB3.9 billion for the first quarter of 2020.

General and Administrative Expenses. General and administrative expenses increased by 56.8% to RMB2.2 billion (US$0.3 billion) for the first quarter of 2021 from RMB1.4 billion for the first quarter of 2020. The increase was primarily due to the increase in share-based compensation expenses in relation to JD Health’s and JD Logistics’s share incentive plans.

Income from Operations and Non-GAAP Income from Operations. Income from operations for the first quarter of 2021 was RMB1.7 billion (US$0.3 billion), compared to RMB2.3 billion for the same period last year. Non-GAAP income from operations for the first quarter of 2021 was RMB3.5 billion (US$0.5 billion), compared to non-GAAP income from operations of RMB3.3 billion for the first quarter of 2020. Operating margin of JD Retail before unallocated items for the first quarter of 2021 was 4.0%, compared to 3.7% for the first quarter of 2020.

Non-GAAP EBITDA for the first quarter of 2021 was RMB4.9 billion (US$0.8 billion), compared to RMB4.5 billion for the first quarter of 2020.

Share of Results of Equity Investees. In the first quarter of 2021, share of results of equity investees was an income of RMB0.7 billion (US$0.1 billion), which was mainly contributed by JD Technology. In the first quarter of 2020, share of results of equity investees was a loss of RMB1.1 billion, which was mainly resulted from Jiangsu Five Star, Dada and Yixin.

Net Income Attributable to Ordinary Shareholders and Non-GAAP Net Income Attributable to Ordinary Shareholders. Net income attributable to ordinary shareholders for the first quarter of 2021 was RMB3.6 billion (US$0.6 billion), compared to RMB1.1 billion for the same period last year. Non-GAAP net income attributable to ordinary shareholders for the first quarter of 2021 was RMB4.0 billion (US$0.6 billion), compared to RMB3.0 billion for the same period last year.

Diluted EPS and Non-GAAP Diluted EPS. Diluted net income per ADS for the first quarter of 2021 was RMB2.25 (US$0.34), compared to RMB0.72 for the first quarter of 2020. Non-GAAP diluted net income per ADS for the first quarter of 2021 was RMB2.47 (US$0.38), compared to RMB1.98 for the first quarter of 2020.

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Cash Flow and Working Capital

As of March 31, 2021, the company’s cash and cash equivalents, restricted cash and short-term investments totaled RMB138.8 billion (US$21.2 billion), compared to RMB151.1 billion as of December 31, 2020. For the first quarter of 2021, free cash flow of the company was as follows:

Net cash used in investing activities was RMB7.6 billion (US$1.2 billion) for the first quarter of 2021, consisting primarily of increase in short-term investments of RMB2.7 billion, cash paid for investments in equity investees and purchases of investment securities of RMB5.9 billion and cash paid for capital expenditures of RMB4.2 billion, partially offset by cash received from disposal of investment securities of RMB6.8 billion, and proceeds from sale of development properties of RMB0.8 billion.

Net cash used in financing activities was RMB0.6 billion (US$0.1 billion) for the first quarter of 2021, consisting primarily of cash paid for repurchase of ordinary shares of RMB4.1 billion, and repayment of short-term debts of RMB1.0 billion, offset by proceeds from JD Property’s series A preferred share financing of RMB2.4 billion, and proceeds from short-term debts of RMB2.0 billion.

Between January 1, 2021 and May 18, 2021, the company repurchased approximately 10.1 million ADSs for approximately US$0.8 billion from the open market under the US$2.0 billion repurchase program authorized by the Board of Directors in March 2020.

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For the twelve months ended March 31, 2021, free cash flow of the company was as follows:

Supplemental Information

Beginning with the first quarter of 2021, the company implemented certain segment reporting changes to better reflect its recently optimized organizational structure and business developments. The major changes in segment information mainly include: (1) Reported the results of JD Logistics as a new standalone segment. JD Logistics published its prospectus in Hong Kong on May 17, 2021 and expects to list on the Main Board of the Hong Kong Stock Exchange on May 28, 2021. There is no assurance that the listing of JD Logistics will take place or as to when it may take place. (2) Moved the results of Jingxi and the internal business of JD Property from JD Retail to New businesses. The changes relate to the realignment of JD Retail in connection with the recent establishment of the new Jingxi business group and the closing of JD Property’s series A preferred share financing. As a result, the company now reports three segments, JD Retail, JD Logistics and New businesses. New businesses mainly include JD Property, Jingxi, overseas businesses and technology initiatives. These changes have no impact on the company’s previously reported consolidated balance sheets, statements of operations, or statements of cash flows.

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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 table below sets forth the revenue information:

Conference Call

JD.com’s management will hold a conference call at 7:30 am, Eastern Time on May 19, 2021, (7:30 pm, Beijing/Hong Kong Time on May 19, 2021) to discuss the first quarter 2021 financial results.

Please register in advance of the conference using the link provided below and dial in 10 minutes prior to the call, using participant dial-in numbers, Direct Event passcode and unique registrant ID 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: http://apac.directeventreg.com/registration/event/9297145

CONFERENCE ID: 9297145

A telephone replay will be available from 10:30 am, Eastern Time on May 19, 2021 through 9:59 am, Eastern Time on May 27, 2021. The dial-in details are as follows:

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

About JD.com

JD.com is a leading technology driven e-commerce company transforming to become the 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 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 ordinary shareholders as net income/(loss) attributable to 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, 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 and foreign exchange impact 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 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 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 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

Ruiyu Li

Senior Director of Investor Relations

+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 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; Chinese governmental policies relating to JD.com’s industry and general economic conditions in China. Further information regarding these and other risks is included in JD.com’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, 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 thousands, except per share data and otherwise noted)

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JD.com, Inc.

Unaudited Interim Condensed Consolidated Balance Sheets

(In thousands, except per share data and otherwise noted)

13

JD.com, Inc.

Unaudited Interim Condensed Consolidated Balance Sheets

(In thousands, except per share data and otherwise noted)

14

JD.com, Inc.

Unaudited Interim Condensed Consolidated Statements of Operations

(In thousands, except per share data and otherwise noted)

15

JD.com, Inc.

Unaudited Interim Condensed Consolidated Statements of Operations

(In thousands, except per share data and otherwise noted)

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JD.com, Inc.

Unaudited Non-GAAP Net Income Per Share and Per ADS

(In thousands, except per share data and otherwise noted)

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JD.com, Inc.

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

(In thousands)

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JD.com, Inc.

Supplemental Financial Information and Business Metrics

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JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In thousands, except percentage data)

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JD.com, Inc.

Unaudited Reconciliation of GAAP and Non-GAAP Results

(In thousands, except percentage data)

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