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 2022

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: March 10, 2022

Exhibit 99.1

JD.com Announces Fourth Quarter and Full Year 2021 Results

Beijing, China—March 10, 2022—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 and the full year ended December 31, 2021.

Fourth Quarter and Full Year 2021 Highlights

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“JD.com maintained a healthy growth momentum and contributed to the high-quality expansion of China’s consumption amid a dynamic external environment. This was driven by our resilient business model as a new type of real economy based enterprise and persistent focus on serving users and supporting business partners,” said Lei Xu, President of JD.com. “JD’s open ecosystem and supply chain capabilities created exceptional value for business partners by enabling high-efficiency operations and continued growth. Looking ahead, our focus on bringing value to users and partners will continue to guide our long-term development and investment priorities.”

“We are pleased to finish the year with a set of strong results on both the top and bottom lines as we continued to execute and deliver on our strategic priorities,” said Sandy Xu, Chief Financial Officer of JD.com. “During the quarter, we further optimized our operational efficiency through technology and innovation, increasing our competitiveness as well as our ability to support our business partners. In 2022, we will continue to execute our business strategies and focus on sustainable high-quality growth across all of our business lines.”

Business Highlights

Environment, Social and Governance

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JD Retail

JD Health

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JD Logistics

JD Industry

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Fourth Quarter 2021 Financial Results

Net Revenues. For the fourth quarter of 2021, JD.com reported net revenues of RMB275.9 billion (US$43.3 billion), representing a 23.0% increase from the same period of 2020. Net product revenues increased by 22.1%, while net service revenues increased by 28.3% for the fourth quarter of 2021, as compared to the same period of 2020.

Cost of Revenues. Cost of revenues increased by 23.6% to RMB238.8 billion (US$37.5 billion) for the fourth quarter of 2021 from RMB193.2 billion for the fourth quarter of 2020.

Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 10.7% to RMB16.3 billion (US$2.6 billion) for the fourth quarter of 2021 from RMB14.8 billion for the fourth quarter of 2020. Fulfillment expenses as a percentage of net revenues was 5.9% for the fourth quarter of 2021, compared to 6.6% for the same period last year.

Marketing Expenses. Marketing expenses increased by 28.2% to RMB13.4 billion (US$2.1 billion) for the fourth quarter of 2021 from RMB10.4 billion for the fourth quarter of 2020.

Research and Development Expenses. Research and development expenses was RMB4.1 billion (US$0.6 billion) for the fourth quarter of 2021, as compared to RMB4.5 billion for the fourth quarter of 2020.

General and Administrative Expenses. General and administrative expenses increased by 89.0% to RMB3.7 billion (US$0.6 billion) for the fourth quarter of 2021 from RMB2.0 billion for the fourth quarter of 2020. The increase was primarily due to the increase in share-based compensation expenses.

Income/(Loss) from Operations and Non-GAAP Income from Operations. Loss from operations for the fourth quarter of 2021 was RMB392.0 million (US$61.5 million), compared to an income of RMB594.9 million for the same period last year. Non-GAAP income from operations for the fourth quarter of 2021 was RMB2.8 billion (US$0.4 billion), compared to RMB1.2 billion for the fourth quarter of 2020. Operating margin of JD Retail before unallocated items for the fourth quarter of 2021 was 2.1%, compared to 1.9% for the fourth quarter of 2020.

Non-GAAP EBITDA. Non-GAAP EBITDA increased by 56.2% to RMB4.2 billion (US$0.7 billion) for the fourth quarter of 2021, compared to RMB2.7 billion for the fourth quarter of 2020.

Share of Results of Equity Investees. Share of results of equity investees was a loss of RMB4.3 billion (US$0.7 billion) for the fourth quarter of 2021, as compared to an income of RMB1.7 billion for the fourth quarter of 2020. The loss for the fourth quarter of 2021 was primarily due to non-cash impairment in certain equity investees.

Others, net. Other non-operating loss was RMB22.0 million (US$3.5 million) for the fourth quarter of 2021, as compared to other non-operating income of RMB22.0 billion for the fourth quarter of 2020. The decrease was primarily due to the fluctuation in fair value change of investment securities, which resulting from the fluctuation in the market prices of equity investments in publicly-traded companies.

Net Income/(Loss) Attributable to Ordinary Shareholders and Non-GAAP Net Income Attributable to Ordinary Shareholders. Net loss attributable to ordinary shareholders for the fourth quarter of 2021 was RMB5.2 billion (US$0.8 billion), compared to a net income of RMB24.3 billion for the same period last year. Non-GAAP net income attributable to ordinary shareholders for the fourth quarter of 2021 was RMB3.6 billion (US$0.6 billion), compared to RMB2.4 billion for the same period last year.

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Diluted EPS and Non-GAAP Diluted EPS. Diluted net loss per ADS for the fourth quarter of 2021 was RMB3.33 (US$0.52), compared to a diluted net income per ADS of RMB15.18 for the fourth quarter of 2020. Non-GAAP diluted net income per ADS for the fourth quarter of 2021 was RMB2.21 (US$0.35), compared to RMB1.49 for the fourth quarter of 2020.

Cash Flow and Working Capital

As of December 31, 2021, the company’s cash and cash equivalents, restricted cash and short-term investments totaled RMB191.3 billion (US$30.0 billion), compared to RMB151.1 billion as of December 31, 2020. For the fourth quarter of 2021, free cash flow of the company was as follows:

Net cash used in investing activities was RMB18.8 billion (US$2.9 billion) for the fourth quarter of 2021, consisting primarily of increase in short-term investments and cash paid for capital expenditures.

Net cash used in financing activities was RMB3.4 billion (US$0.5 billion) for the fourth quarter of 2021, consisting primarily of repayment of short-term debts, partly offset by proceeds from the second closing of JD Property’s non-redeemable series A preferred share financing.

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Full Year 2021 Financial Results

Net Revenues. For the full year of 2021, JD.com reported net revenues of RMB951.6 billion (US$149.3 billion), representing a 27.6% increase from the full year of 2020. Net product revenues increased by 25.1%, while net service revenues increased by 44.7% for the full year of 2021, as compared to the full year of 2020.

Cost of Revenues. Cost of revenues increased by 29.2% to RMB822.5 billion (US$129.1 billion) for the full year of 2021 from RMB636.7 billion for the full year of 2020.

Fulfillment Expenses. Fulfillment expenses, which primarily include procurement, warehousing, delivery, customer service and payment processing expenses, increased by 21.3% to RMB59.1 billion (US$9.3 billion) for the full year of 2021 from RMB48.7 billion for the full year of 2020. Fulfillment expenses as a percentage of net revenues was 6.2% for the full year of 2021, compared to 6.5% for the full year of 2020.

Marketing Expenses. Marketing expenses increased by 42.7% to RMB38.7 billion (US$6.1 billion) for the full year of 2021 from RMB27.2 billion for the full year of 2020.

Research and Development Expenses. Research and development expenses was RMB16.3 billion (US$2.6 billion) for the full year of 2021, as compared to RMB16.1 billion for the full year of 2020.

General and Administrative Expenses. General and administrative expenses increased by 80.4% to RMB11.6 billion (US$1.8 billion) for the full year of 2021 from RMB6.4 billion for the full year of 2020. The increase was primarily due to the increase in share-based compensation expenses, and the increase in scale of business.

Income from Operations and Non-GAAP Income from Operations. Income from operations for the full year of 2021 was RMB4.1 billion (US$0.6 billion), compared to RMB12.3 billion for the full year of 2020. Non-GAAP income from operations for the full year of 2021 was RMB13.4 billion (US$2.1 billion), compared to RMB15.3 billion for the full year of 2020. Operating margin of JD Retail before unallocated items for the full year of 2021 was 3.1%, compared to 3.0% for the full year of 2020.

Non-GAAP EBITDA. Non-GAAP EBITDA for the full year of 2021 was RMB18.7 billion (US$2.9 billion), compared to RMB20.7 billion for the full year of 2020.

Share of Results of Equity Investees. Share of results of equity investees was a loss of RMB4.9 billion (US$0.8 billion) for the full year of 2021, as compared to an income of RMB4.3 billion for the full year of 2020. The loss for the full year of 2021 was primarily due to non-cash impairment in certain equity investees.

Others, net. Other non-operating loss was RMB0.6 billion (US$0.1 billion) for the full year of 2021, as compared to other non-operating income of RMB35.3 billion for the full year of 2020. The decrease was primarily due to the fluctuation in fair value change of investment securities, which resulting from the fluctuation in the market prices of equity investments in publicly-traded companies.

Net Income/(Loss) Attributable to Ordinary Shareholders and Non-GAAP Net Income Attributable to Ordinary Shareholders. Net loss attributable to ordinary shareholders for the full year of 2021 was RMB3.6 billion (US$0.6 billion), compared to a net income of RMB49.4 billion for the full year of 2020. Non-GAAP net income attributable to ordinary shareholders for the full year of 2021 was RMB17.2 billion (US$2.7 billion), compared to RMB16.8 billion for the full year of 2020.

Diluted EPS and Non-GAAP Diluted EPS. Diluted net loss per ADS for the full year of 2021 was RMB2.29 (US$0.36), compared to a diluted net income per ADS of RMB31.68 for the full year of 2020. Non-GAAP diluted net income per ADS for the full year of 2021 was RMB10.75 (US$1.69), compared to RMB10.56 for the full year of 2020.

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Cash Flow and Working Capital

For the full year of 2021, free cash flow of the company was as follows:

Net cash used in investing activities was RMB74.2 billion (US$11.7 billion) for the full year of 2021, consisting primarily of increase in short-term investments, cash paid for capital expenditures, and cash paid for investments in equity investees and purchases of investment securities, partially offset by cash received from disposal of investment securities and proceeds from sale of development properties.

Net cash provided by financing activities was RMB19.5 billion (US$3.1 billion) for the full year of 2021, consisting primarily of proceeds from the initial public offering of JD Logistics, proceeds from short-term debts, and proceeds from JD Property’s non-redeemable series A preferred share financing, partially offset by repayment of short-term debts and unsecured senior notes, and repurchase of ordinary shares.

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Supplemental Information

The company reports three segments, JD Retail, JD Logistics and New businesses. JD Retail mainly consists of online retail, online marketplace and marketing services in China. JD Logistics includes both internal and external logistics businesses. New businesses mainly include JD Property, Jingxi, overseas businesses and technology initiatives.

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

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The table below sets forth the revenue information:

Recent Development

Status Update of Acquisition of CNLP

Since the previously announced entry into definitive agreement and potential mandatory conditional cash offer to acquire China Logistics Property Holdings Co., Ltd (“CNLP”) on September 1, 2021, the transaction has progressed as planned. JD.com has begun to consolidate the financial results of CNLP into its own since March 1, 2022. JD.com held approximately 80% of CNLP’s issued and outstanding shares as of March 1, 2022. The cash offer to acquire CNLP is still in process as of the date of this announcement.

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Conference Call

JD.com’s management will hold a conference call at 7:00 am, Eastern Time on March 10, 2022, (8:00 pm, Beijing/Hong Kong Time on March 10, 2022) to discuss financial results for the fourth quarter and full year of 2021.

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/1165506

CONFERENCE ID: 1165506

A telephone replay will be available from 10:00 am, Eastern Time on March 10, 2022 through 8:59 am, Eastern Time on March 17, 2022. 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 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.

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.

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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 announcements made on the website of The Stock Exchange of Hong Kong Limited (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 Condensed Consolidated Balance Sheets

(In thousands, except otherwise noted)

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JD.com, Inc.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except otherwise noted)

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JD.com, Inc.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except otherwise noted)

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JD.com, Inc.

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data)

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JD.com, Inc.

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data)

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JD.com, Inc.

Unaudited Non-GAAP Net Income Per Share and Per ADS

(In thousands, except per share data)

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JD.com, Inc.

Unaudited 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

GMV⁽⁹⁾ increased by 26.2% for the full year of 2021, as compared to the full year of 2020.

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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)