| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 |
3. Issuer Name and Ticker or Trading Symbol
Baidu, Inc. [ BIDU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A ordinary shares | 3,013,200 | D | |
| Class B ordinary shares | 439,200,000 | I | By Handsome Reward Limited(2) |
| Class A ordinary shares(1) | 3,530,768 | D | |
| Class A ordinary shares(1) | 8,614,416 | I | By Handsome Reward Limited(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (3) | 10/27/2026 | Class A ordinary shares | 724,800 | $21.888(3) | I | By Handsome Reward Limited(2) |
| Stock Option (Right to Buy) | (4) | 02/22/2027 | Class A ordinary shares | 469,120 | $23.251(4) | I | By Handsome Reward Limited(2) |
| Restricted Shares | (5) | (5) | Class A ordinary shares | 684,200 | (5) | I | By Handsome Reward Limited(2) |
| Restricted Shares | (6) | (6) | Class A ordinary shares | 1,532,432 | (6) | I | By Handsome Reward Limited(2) |
| Restricted Shares | (7) | (7) | Class A ordinary shares | 2,108,824 | (7) | I | By Handsome Reward Limited(2) |
| Explanation of Responses: |
| 1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents eight Class A ordinary shares. |
| 2. Handsome Reward Limited is a British Virgin Islands company wholly owned by Mr. Robin Yanhong Li. |
| 3. Represents stock options to purchase 724,800 Class A ordinary shares at an exercise price of US$21.888 per Class A ordinary share (equivalent to US$175.1 per ADS). The stock options are fully vested and exercisable as of the date of this form. |
| 4. Represents stock options to purchase 469,120 Class A ordinary shares at an exercise price of US$23.251 per Class A ordinary share (equivalent to US$186.01 per ADS). The stock options are fully vested and exercisable as of the date of this form. |
| 5. The restricted shares vest per annum in two equal installments over a 2-year period, starting from August 9, 2026, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date. |
| 6. The restricted shares vest per annum in three equal installments over a 3-year period, starting from August 8, 2026, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date. |
| 7. The restricted shares vest per annum in four equal installments over a 4-year period, starting from August 7, 2026, subject to the reporting person's continued service through the applicable vesting date. The restricted shares do not have an expiration date. |
| Remarks: |
| Chairman of Board of Directors, Chief Executive Officer *Ms. Melissa Ma, Mr. Robin Yanhong Li's wife, holds shares in her personal capacity 3,465,992 Class A ordinary shares, including in the form of American depositary shares, and 84,720,000 Class B ordinary shares as of the date of this form. Mr. Robin Yanhong Li disclaims beneficial ownership of all of such shares. |
| /s/ Yanhong Robin Li | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||