Bilibili Inc. Announces Completion of US$500 Million Marketed Convertible Senior Notes Offering, Concurrent Equity Placement and Concurrent Delta Repurchase

Bilibili raises US$500 million via zero-coupon convertible notes while funding sizeable share repurchases, with an additional Tencent-linked tranche pending EGM approval.

Rhea-AI Summary

Bilibili (BILI) has completed a US$500 million offering of convertible senior notes due 2031 and a concurrent repurchase of approximately US$100 million of its Class Z ordinary shares.

The notes are senior unsecured, mature on September 15, 2031, do not bear regular interest and have an initial conversion rate of 50.3374 Class Z shares per US$1,000, implying an initial conversion price of about HK$155.79. This represents a premium of approximately 28.3% to the HK$121.40 Hong Kong closing price on September 4, 2026 and about 35.0% to the HK$115.38 reference price used in the concurrent equity placement.

A fixed-price placement of 33,351,660 Class Z shares at HK$115.38 has also closed, including 6,976,760 borrowed shares for hedging and 26,374,900 shares sold by a Tencent subsidiary. Bilibili repurchased 6,795,540 shares from the delta offering at the reference price under a special repurchase program of up to US$300 million. A further US$200 million Tencent subscription for notes and a related repurchase of 13,591,090 Tencent-held shares require approval by disinterested shareholders at an upcoming extraordinary general meeting and satisfaction of customary conditions.

Positive

• US$500 million raised through senior unsecured convertible notes maturing in 2031
• Convertible notes carry no regular interest, reducing ongoing cash financing cost
• Initial conversion price at HK$155.79 is a 28.3% premium to HK$121.40 close
• Conversion premium is about 35.0% above the HK$115.38 reference placement price
• Company completed repurchase of 6,795,540 shares under a US$300 million program
• Tencent has agreed to subscribe an additional US$200 million in notes, paired with a share repurchase, subject to approval

Negative

• US$500 million convertible notes imply potential equity dilution at 50.3374 shares per US$1,000
• Concurrent equity placement of 33,351,660 shares increases free float, with no proceeds to the company
• Additional US$200 million Tencent notes subscription and related 13,591,090-share repurchase remain uncertain pending EGM approval

News Explained

The completed equity placement did not issue new Class Z shares or send proceeds to Bilibili; Tencent received the net proceeds from its secondary sale, so the placement itself did not increase Bilibili’s share count.

Market Context

US$700 million was the transaction size described in the September 4 pricing record, which documente...

Analysis

US$700 million was the transaction size described in the September 4 pricing record, which documented the same notes, placement, and repurchase structure; this release confirmed completion while retaining a Tencent approval condition.

Key Figures

Marketed notes offering: US$500 million Concurrent share repurchase: US$100 million Concurrent equity placement: 33,351,660 Class Z ordinary shares +5 more

Marketed notes offering

US$500 million

Aggregate principal amount of convertible senior notes completed

Concurrent share repurchase

US$100 million

Repurchase completed alongside the marketed notes offering

Concurrent equity placement

33,351,660 Class Z ordinary shares

Placement completed at the reference price

Reference price

HK$115.38 per Class Z ordinary share

Price used for the concurrent equity placement and repurchase

Delta repurchase

6,795,540 Class Z ordinary shares

Shares purchased in the completed concurrent delta repurchase

Tencent notes subscription

US$200 million

Additional principal amount pending shareholder approval and closing conditions

Tencent repurchase

13,591,090 Class Z ordinary shares

Repurchase pending concurrent closing and disinterested shareholder approval

Notes maturity

September 15, 2031

Stated maturity date unless repurchased, redeemed, or converted earlier

Historical Context

1 past event · Latest: Sep 04

1 event

1. Sep 04

   Convertible notes pricing

   24h Move

   -1.7%

   Priced convertible notes alongside equity placement and concurrent share repurchases

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, qualified institutional buyers, regulation s, rule 144a, +1 more

5 terms

convertible senior notes financial

"offering of US$500 million in aggregate principal amount of convertible senior notes"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

qualified institutional buyers regulatory

"non-U.S. persons that are “qualified institutional buyers”"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

regulation s regulatory

"outside the United States in compliance with Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

rule 144a regulatory

"as defined in Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

senior, unsecured obligations financial

"The Notes are senior, unsecured obligations of the Company"

Senior, unsecured obligations are loans or bonds that a company promises to repay before lower-ranked (subordinated) creditors but without specific collateral backing them. They matter to investors because they combine relatively higher priority in a company’s payment order with greater risk than secured debt, so they typically offer higher yields and influence how much money investors could recover if the company runs into financial trouble.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SHANGHAI, Sept. 09, 2026 (GLOBE NEWSWIRE) -- Bilibili Inc. (“Bilibili” or the “Company”) (Nasdaq: BILI and HKEX: 9626), an iconic brand and a leading video community for young generations in China, today announced the completion of its previously announced offering (the “Marketed Notes Offering”) of US$500 million in aggregate principal amount of convertible senior notes due 2031 (the “Notes”) and its concurrent repurchase of approximately US$100 million of its Class Z ordinary shares. The Company has also been informed by the relevant financial institutions that the concurrent placement of borrowed Class Z ordinary shares to facilitate hedging by certain investors in the Notes, together with the secondary placement of Class Z ordinary shares by a subsidiary of Tencent Holdings Limited (together with its subsidiaries, “Tencent”), was completed today. The closing of the subscription by Tencent for an additional US$200 million in aggregate principal amount of the Notes and the Company’s repurchase of approximately US$200 million of its shares from Tencent remain subject to independent shareholder approval at an extraordinary general meeting of the Company and other customary closing conditions.

Marketed Notes Offering

The Notes in the Marketed Notes Offering were offered and sold only to non-U.S. persons that are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) outside the United States in compliance with Regulation S under the Securities Act.

The Notes are senior, unsecured obligations of the Company. The Notes will mature on September 15, 2031, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Holders may convert their Notes at their option at any time prior to the close of business on the seventh scheduled trading day immediately preceding the maturity date at an initial conversion rate of 50.3374 Class Z ordinary shares per US$1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately HK$155.79 per Class Z ordinary share and represents a conversion premium of approximately 28.3% above the closing price of HK$121.40 per Class Z ordinary share of the Company on the Hong Kong Stock Exchange on September 4, 2026) and a premium of approximately 35.0% to the Reference Price, being the clearing share price of the Concurrent Equity Placement (each as defined below) of HK$115.38 per Class Z ordinary share of the Company, and is subject to adjustments customary for such securities. Upon conversion, subject to certain procedures and conditions set forth in the terms of the Notes, the Company will cause to be delivered the Company’s Class Z ordinary shares, par value US$0.0001 per share.

The Notes do not bear regular interest, and the principal amount of the Notes will not accrete.

Concurrent Equity Placement and Concurrent Delta Repurchase

The Company has been informed by the relevant financial institutions that the previously announced concurrent fixed-price placement of an aggregate of 33,351,660 Class Z ordinary shares at HK$115.38 per Class Z ordinary share (the “Reference Price”) was completed today (the “Concurrent Equity Placement”). The Concurrent Equity Placement consisted of (i) 6,976,760 Class Z ordinary shares borrowed from non-affiliate third parties and offered, on a several basis, by certain financial institutions that acted as the initial purchasers in the Marketed Notes Offering (or their respective affiliates) (the “Concurrent Delta Offering”), and (ii) 26,374,900 Class Z ordinary shares offered and sold by a subsidiary of Tencent through a placing agent (the “Tencent Secondary Placement”). All the shares in the Concurrent Equity Placement were offered concurrently to the same category of investors and priced through the same bookbuilding process.

The Company did not issue any new Class Z ordinary shares in, or receive any proceeds from, the Concurrent Equity Placement. Tencent received the net proceeds from the Tencent Secondary Placement.

The Company completed its purchase of 6,795,540 Class Z ordinary shares offered in the Concurrent Delta Offering at the Reference Price (the “Concurrent Delta Repurchase”). The Concurrent Delta Repurchase was made pursuant to the Company’s separate special share repurchase program of up to US$300 million for the Concurrent Delta Repurchase and the Concurrent Tencent Repurchase.

Concurrent Tencent Repurchase and Tencent Notes Subscription

As previously announced, Tencent, through its subsidiary, has agreed to subscribe for an additional US$200 million in aggregate principal amount of the Notes on the same terms and at the same initial offering price as the Notes sold in the Marketed Notes Offering (the “Tencent Notes Subscription”). The Company has also agreed to repurchase 13,591,090 Class Z ordinary shares (including in the form of American depositary shares) held by Tencent at the Reference Price concurrently with the closing of the Tencent Notes Subscription (the “Concurrent Tencent Repurchase”). The Company has entered into an agreement with Tencent for the Tencent Notes Subscription and the Concurrent Tencent Repurchase. The closings of the Tencent Notes Subscription and the Concurrent Tencent Repurchase will be concurrent and remain subject to approval of the Concurrent Tencent Repurchase by at least three-fourths of the votes cast by disinterested shareholders present at an extraordinary general meeting of shareholders of the Company (the “EGM”), as well as other customary conditions precedent. The Company expects to convene the EGM in the near future.

Other Matters

The Notes, the Class Z ordinary shares deliverable upon conversion of the Notes and the Class Z ordinary shares offered and sold in the Concurrent Equity Placement have not been and will not be registered under the Securities Act or any state securities laws. They may not be offered or sold within the United States or to U.S. persons except pursuant to registration or an applicable exemption from the registration requirements of the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.

This press release contains information about the pending Concurrent Tencent Repurchase, Tencent Notes Subscription and the proposed EGM, and there can be no assurance that any of these transactions will be completed or that the required shareholder approval will be obtained.

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,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue,” or other similar expressions. Among other things, whether the Company will complete the Concurrent Tencent Repurchase or the Tencent Notes Subscription, whether the required shareholder approval will be obtained, the timing and outcome of the proposed EGM, descriptions of various hedging activities, and statements about Bilibili’s beliefs and expectations, contain forward-looking statements. Bilibili may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its interim and annual reports to shareholders, in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), 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 Bilibili’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: results of operations, financial condition, and stock price; Bilibili’s strategies; Bilibili’s future business development, financial condition and results of operations; Bilibili’s ability to retain and increase the number of users, members and advertising customers, provide quality content, products and services, and expand its product and service offerings; competition in the online entertainment industry; Bilibili’s ability to maintain its culture and brand image within its addressable user communities; Bilibili’s ability to manage its costs and expenses; PRC governmental policies and regulations relating to the online entertainment industry, general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission and the Hong Kong Stock Exchange. All information provided in this announcement and in the attachments is as of the date of the announcement, and the Company undertakes no duty to update such information, except as required under applicable law.

About Bilibili Inc.

Bilibili is an iconic brand and a leading video community with a mission to enrich the everyday lives of young generations in China. Bilibili offers a wide array of video-based content with All the Videos You Like as its value proposition. Bilibili builds its community around aspiring users, high-quality content, talented content creators and the strong emotional bonds among them. Bilibili pioneered the “bullet chatting” feature, a live comment function that has transformed our users’ viewing experience by displaying the thoughts and feelings of audience members viewing the same video. The Company has now become the welcoming home of diverse interests among young generations in China and the frontier for promoting Chinese culture across the world.

For more information, please visit: http://ir.bilibili.com.

For investor and media inquiries, please contact:

In China:

Bilibili Inc.
Juliet Yang
Tel: +86-21-2509-9255 Ext. 8523
Email: ir@bilibili.com

Piacente Financial Communications
Helen Wu
Tel: +86-10-6508-0677
Email: bilibili@tpg-ir.com

In the United States:

Piacente Financial Communications
Brandi Piacente
Tel: +1-212-481-2050
Email: bilibili@tpg-ir.com

FAQ

What are the key terms of Bilibili’s new convertible senior notes?

The notes are senior, unsecured obligations maturing on September 15, 2031, with no regular interest and no accretion of principal. Holders may convert at any time up to the seventh scheduled trading day before maturity at an initial conversion rate of 50.3374 Class Z ordinary shares per US$1,000 principal amount. This equates to an initial conversion price of approximately HK$155.79 per share, subject to customary adjustments. Upon conversion, and subject to specified procedures and conditions, Bilibili will deliver Class Z ordinary shares.

Who could participate in the Bilibili marketed notes offering?

The notes in the marketed offering were offered and sold only to non-U.S. persons who are “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) outside the United States, in compliance with Regulation S under the Securities Act.

How was the concurrent equity placement structured and who received the proceeds?

The concurrent equity placement comprised 33,351,660 Class Z shares at a fixed price of HK$115.38 per share. It included 6,976,760 borrowed shares offered by certain financial institutions (the concurrent delta offering) and 26,374,900 shares sold by a Tencent subsidiary (the Tencent secondary placement). All shares were offered to the same category of investors via a single bookbuilding. Bilibili did not issue new shares or receive proceeds; Tencent received the net proceeds from the Tencent secondary placement.

What is the scope of Bilibili’s special share repurchase program related to these transactions?

The company has a separate special share repurchase program of up to US$300 million designated for the concurrent delta repurchase and the concurrent Tencent repurchase. Under this program, Bilibili has completed the purchase of 6,795,540 Class Z shares from the concurrent delta offering at the HK$115.38 reference price.

What conditions must be met for the Tencent notes subscription and related share repurchase to close?

The Tencent notes subscription for an additional US$200 million of notes and Bilibili’s concurrent repurchase of 13,591,090 Class Z shares (including in ADS form) from Tencent will close concurrently. These transactions require approval of the concurrent Tencent repurchase by at least three-fourths of the votes cast by disinterested shareholders present at an extraordinary general meeting, and are also subject to other customary conditions precedent.

Are the new notes and related shares registered under the U.S. Securities Act?

No. The notes, the Class Z shares deliverable upon conversion, and the Class Z shares offered and sold in the concurrent equity placement have not been and will not be registered under the U.S. Securities Act or any state securities laws. They may not be offered or sold in the United States or to U.S. persons without registration or an applicable exemption.