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 November 2024

Commission File Number: 000-51469

BAIDU, INC.

Baidu Campus

No. 10 Shangdi 10th Street

Haidian District, Beijing 100085

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: November 21, 2024

Exhibit 99.1

Baidu Announces Third Quarter 2024 Results

BEIJING, China, November 21, 2024 – Baidu, Inc. (NASDAQ: BIDU and HKEX: 9888 (HKD Counter) and 89888 (RMB Counter)), (“Baidu” or the “Company”), a leading AI company with strong Internet foundation, today announced its unaudited financial results for the third quarter ended September 30, 2024.

“Baidu Core’s flattish third quarter top line reflected the ongoing weakness in our online marketing business, offset by the growth of our AI Cloud business. Our strong AI capabilities are gaining broader market recognition, as evidenced by increasing adoption of ERNIE. In intelligent driving, Apollo Go continues to lead the global autonomous ride-hailing market, hitting another milestone with our sixth-generation autonomous vehicle now operating on public roads across multiple cities in China,” said Robin Li, Co-founder and CEO of Baidu. “Despite the near-term pressures, we remain steadfast in our AI-focused strategy and are confident in our long-term trajectory. As we further scale AI, we are emboldened to find how it can drive innovations and create value for consumers, enterprises and society at large.”

“Our relentless focus on cost control helped support our third quarter results. Baidu Core’s operating margins remained stable as we managed to further optimize costs and realize more cost efficiencies between business units,” said Junjie He, Interim CFO of Baidu. “AI Cloud continued to show healthy and sustainable development in the third quarter. Meanwhile, Apollo Go continued to make operational strides, underpinning our confidence in the validity of the fully autonomous ride hailing business model.”

Third Quarter 2024 Financial Highlights¹

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Operational Highlights

Corporate

AI Cloud

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Intelligent Driving

Mobile Ecosystem

Third Quarter 2024 Financial Results

Total revenues were RMB33.6 billion ($4.78 billion), decreasing 3% year over year.

Cost of revenues was RMB16.4 billion ($2.34 billion), increasing 1% year over year, primarily due to an increase in traffic acquisition costs and costs related to AI Cloud business, partially offset by a decrease in personnel-related expenses and cost of goods sold.

Selling, general and administrative expenses were RMB5.9 billion ($836 million), increasing 2% year over year, primarily due to an increase in channel spending and promotional marketing expenses, partially offset by a decrease in personnel-related expenses.

Research and development expenses were RMB5.4 billion ($765 million), decreasing 12% year over year, primarily due to a decrease in personnel-related expenses.

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Operating income was RMB5.9 billion ($844 million). Baidu Core operating income was RMB5.7 billion ($811 million), and Baidu Core operating margin was 21%. Non-GAAP operating income was RMB7.0 billion ($999 million). Non-GAAP Baidu Core operating income was RMB6.7 billion ($948 million), and non-GAAP Baidu Core operating margin was 25%.

Total other income, net was RMB2.7 billion ($381 million), increasing 40% year over year, primarily due to an increase in fair value gain from long-term investments and disposal gain, partially offset by an increase in net foreign exchange loss arising from exchange rate fluctuation between Renminbi and U.S. dollar.

Income tax expense was RMB814 million ($116 million), compared to RMB1.3 billion in the same period last year.

Net income attributable to Baidu was RMB7.6 billion ($1.09 billion), and diluted earnings per ADS was RMB21.60 ($3.08). Net income attributable to Baidu Core was RMB7.5 billion ($1.07 billion), and net margin for Baidu Core was 28%. Non-GAAP net income attributable to Baidu was RMB5.9 billion ($839 million). Non-GAAP diluted earnings per ADS was RMB16.60 ($2.37). Non-GAAP net income attributable to Baidu Core was RMB5.7 billion ($809 million), and non-GAAP net margin for Baidu Core was 21%.

Adjusted EBITDA was RMB8.7 billion ($1.24 billion) and adjusted EBITDA margin was 26%. Adjusted EBITDA for Baidu Core was RMB8.3 billion ($1.19 billion) and adjusted EBITDA margin for Baidu Core was 31%.

As of September 30, 2024, cash, cash equivalents, restricted cash and short-term investments were RMB144.5 billion ($20.59 billion), and cash, cash equivalents, restricted cash and short-term investments excluding iQIYI were RMB140.3 billion ($19.99 billion). Free cash flow was RMB2.6 billion ($376 million), and free cash flow excluding iQIYI was RMB2.4 billion ($342 million).

Conference Call Information

Baidu’s management will hold an earnings conference call at 7.30 AM on November 21, 2024, U.S. Eastern Time (8.30 PM on November 21, 2024, Beijing Time).

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Please register in advance of the conference call using the link provided below. It will automatically direct you to the registration page of “Baidu Inc. Q3 2024 Earnings Conference Call”. Please follow the steps to enter your registration details, then click “Register”. Upon registering, you will then be provided with the dial-in number, the passcode, and your unique access PIN. This information will also be emailed to you as a calendar invite.

For pre-registration, please click:

https://s1.c-conf.com/diamondpass/10043066-56ncpy.html

In the 10 minutes prior to the call start time, you may use the conference access information (including dial-in number(s), the passcode and unique access PIN) provided in the calendar invite that you have received following your pre-registration.

Additionally, a live and archived webcast of this conference call will be available at https://ir.baidu.com.

About Baidu

Founded in 2000, Baidu’s mission is to make the complicated world simpler through technology. Baidu is a leading AI company with strong Internet foundation, trading on NASDAQ under “BIDU” and HKEX under “9888”. One Baidu ADS represents eight Class A ordinary shares.

Contacts

Investors Relations, Baidu, Inc.

Tel: +86-10-5992-8888

Email: ir@baidu.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, Baidu’s and other parties’ strategic and operational plans, contain forward-looking statements. Baidu may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, 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 but not limited to statements about Baidu’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: Baidu’s growth strategies; its future business development, including development of new products and services; its ability to attract and retain users and customers; competition in the Chinese Internet search and newsfeed market; competition for online marketing customers; changes in the Company’s revenues and certain cost or expense items as a percentage of its revenues; the outcome of ongoing, or any future, litigation or arbitration, including those relating to intellectual property rights; the expected growth of the Chinese-language Internet search and newsfeed market and the number of Internet and broadband users in China; Chinese governmental policies relating to the Internet and Internet search providers, and general economic conditions in China and elsewhere. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and other documents filed with the Securities and Exchange Commission, and announcements on the website of the Hong Kong Stock Exchange. Baidu does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release and in the attachments is as of the date of the press release, and Baidu undertakes no duty to update such information, except as required under applicable law.

Non-GAAP Financial Measures

To supplement Baidu’s consolidated financial results presented in accordance with GAAP, Baidu uses the following non-GAAP financial measures: non-GAAP operating income, non-GAAP operating margin, non-GAAP net income attributable to Baidu, non-GAAP net margin, non-GAAP diluted earnings per ADS, adjusted EBITDA, adjusted EBITDA margin and free cash flow. 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 GAAP.

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Baidu believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding certain items that may not be indicative of its recurring core business operating results, such as operating performance excluding non-cash charges or non-operating in nature. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to Baidu’s historical performance and liquidity. The Company believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using these non-GAAP financial measures is that these non-GAAP measures exclude certain items that have been and will continue to be for the foreseeable future a significant component in the Company’s results of operations. These non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company’s data.

Non-GAAP operating income represents operating income excluding share-based compensation expenses, and amortization and impairment of intangible assets resulting from business combinations.

Non-GAAP net income attributable to Baidu represents net income attributable to Baidu excluding share-based compensation expenses, amortization and impairment of intangible assets resulting from business combinations, disposal gain (loss), impairment of long-term investments, and fair value gain (loss) of long-term investments, adjusted for related income tax effects. Baidu’s share of equity method investments for these non-GAAP reconciling items, amortization and impairment of intangible assets not on the investees’ books, accretion of their redeemable non-controlling interests, and the gain or loss associated with the issuance of shares by the investees at a price higher or lower than the carrying value per share, adjusted for related income tax effects, are also excluded.

Non-GAAP diluted earnings per ADS represents diluted earnings per ADS calculated by dividing non-GAAP net income attributable to Baidu, by the weighted average number of ordinary shares expressed in ADS. Adjusted EBITDA represents operating income excluding depreciation, amortization and impairment of intangible assets resulting from business combinations, and share-based compensation expenses.

For more information on non-GAAP financial measures, please see the tables captioned “Reconciliations of non-GAAP financial measures to the nearest comparable GAAP measure.”

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Baidu, Inc.

Condensed Consolidated Statements of Income

(In millions except for per share (or ADS) information, unaudited)

(2) All translations from RMB to U.S. dollars are made at a rate of RMB7.0176 to US$1.00, the exchange rate in effect as of September 30, 2024 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.

8

Baidu, Inc.

Condensed Consolidated Balance Sheets

(In millions, unaudited)

9

Baidu, Inc.

Selected Information

(In millions, unaudited)

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Baidu, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions,unaudited)