Baidu Inc SEC Filings

Baidu, Inc. filed a Form 144 reporting the proposed sale of 15,323 American Depository Shares on 05/20/2026. The notice references vesting restricted shares granted under the company 2018 Share Incentive Plan and indicates same day cashless exercise and sale services rendered.

Baidu reported Q1 2026 results showing rapid AI growth alongside softer legacy operations. Revenue was RMB32.1 billion ($4.65 billion), down 2% quarter over quarter. Baidu General Business revenue was RMB26.0 billion ($3.77 billion), flat quarter over quarter and up 2% year over year.

Baidu Core AI-powered Business revenue reached RMB13.6 billion, rising 49% year over year and 21% quarter over quarter, and accounted for 52% of Baidu General Business revenue. Within this, AI Cloud Infra grew to RMB8.8 billion, up 79% year over year and 52% quarter over quarter, while AI Applications and AI-native Marketing Services were mixed.

Legacy Business revenue declined to RMB10.2 billion, down 29% year over year. Operating income was RMB3.2 billion with a 10% margin, and net income attributable to Baidu was RMB3.4 billion with an 11% margin. Non-GAAP net income was RMB4.3 billion, a 14% margin, and adjusted EBITDA was RMB6.0 billion with a 19% margin. Operating cash flow was RMB2.7 billion, and total cash and investments were RMB279.3 billion.

Baidu, Inc. will hold its annual general meeting of shareholders on June 5, 2026 at 9:00 a.m. (Beijing/Hong Kong time) at its Baidu Campus headquarters in Beijing. The meeting is informational only; no proposal will be submitted for shareholder approval.

The board has set May 18, 2026 (Hong Kong time) as the record date for holders of Class A and Class B ordinary shares to receive notice of and attend the AGM. Only shareholders on the Register of Members as of that date may attend; holders of American Depositary Shares are not entitled to attend. Baidu’s Form 20-F and Hong Kong Annual Report, which contain the company’s audited financial statements and related disclosures for the year ended December 31, 2025, are available on its investor relations website, the SEC’s website and the Hong Kong Stock Exchange site. One Baidu ADS represents eight Class A ordinary shares.

Baidu, Inc. will hold a board meeting on May 18, 2026 to approve its unaudited financial results and announcement for the three months ended March 31, 2026.

The company plans to post the first quarter 2026 results announcement on its investor relations website and the Hong Kong Stock Exchange website after Hong Kong trading hours and before the opening of the U.S. market on the same day.

Management will host an earnings conference call at 8:00 PM Beijing/Hong Kong Time (8:00 AM U.S. Eastern Time) on May 18, 2026, with live and archived webcasts available via Baidu’s investor relations site.

Baidu, Inc. submitted a Form 144 notice relating to proposed sales of ADSs, where each ADS represents eight ordinary shares. The filing states the ADSs were acquired from the issuer in a private transaction on 01/01/2005 and were acquired "for service rendered." The form lists broker information for Goldman Sachs & Co. LLC and includes filing metadata dated 04/01/2026.

Baidu, Inc. director Xu Ran filed an initial ownership report showing equity holdings in the company. The filing lists 28,728 restricted shares tied to Class A ordinary shares, with an exercise price of 0.0000 per share, and 23,112 Class A ordinary shares held directly.

According to the notes, the restricted shares were granted on February 6, 2026 and vest annually in four equal installments over a 2-year period, beginning on the first anniversary of the grant date, subject to continued service. The Class A ordinary shares are held in the form of American depositary shares, each representing eight Class A ordinary shares.

Baidu, Inc. has filed a Form 6-K as a foreign private issuer, primarily to furnish its Annual Report for the year ended December 31, 2025 as Exhibit 99.1. This annual report was prepared under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and is being made available to U.S. investors through this submission.

The report is signed on behalf of Baidu by Chief Financial Officer Haijian He, reflecting management’s authorization of the furnished information. The filing indicates that Baidu files its annual reports under cover of Form 20-F, and uses this Form 6-K to keep U.S. markets aligned with disclosures provided in its Hong Kong listing.

Baidu, Inc. files its Form 20‑F for 2025, highlighting slower growth, heavy China exposure and a major shift toward AI. Revenue was RMB129,079 million in 2025, down from 2024 and 2023, and a RMB16,190 million impairment pushed operating results to a loss.

Despite this, net income attributable to Baidu reached RMB5,589 million in 2025, helped by other income. Cash flow from operations turned negative at RMB3,013 million. The report stresses structural risks from its variable interest entity (VIE) structure, evolving PRC regulation, HFCAA-related U.S. listing risk, and large, uncertain investments in generative AI, cloud and other new businesses, including the YY Live acquisition for about US$2.1 billion.

Baidu, Inc. reported that independent director James Ding has resigned from its board, effective March 17, 2026. He is also stepping down from the audit committee, corporate governance and nominating committee, and as chairman of the compensation committee, due to a change in his personal work arrangement.

The company stated that his resignation does not result from any dispute or disagreement with Baidu. Following his departure, Baidu will adjust the audit, compensation, and corporate governance and nominating committees so that each continues to have two independent directors and complies with applicable corporate governance requirements.