Bilibili Inc. Announces Pricing of Offerings of US$700 Million Convertible Senior Notes, Concurrent Equity Placement and Concurrent Share Repurchases

Bilibili raises US$700 million via zero-coupon convertible notes to fund share repurchases and AI-focused growth, with Tencent participating as a major investor.

Rhea-AI Summary

Bilibili (BILI) priced offerings of US$700 million convertible senior notes due 2031, alongside a concurrent equity placement and share repurchases.

The notes include US$200 million subscribed by Tencent and US$500 million sold to other investors. They are senior unsecured, mature on September 15, 2031, bear no regular interest and have an initial conversion rate of 50.3374 Class Z ordinary shares per US$1,000, equivalent to a conversion price of about HK$155.79. This represents a 28.3% premium to the September 4, 2026 Hong Kong closing price of HK$121.40 and about a 35.0% premium to the HK$115.38 reference price used in the concurrent equity placement.

Bilibili plans to use proceeds to fund concurrent repurchases of 6,795,540 shares from the Delta offering and 13,591,090 shares from Tencent at HK$115.38 per share, as well as AI-driven growth initiatives and general corporate purposes. A special repurchase program of up to US$300 million was authorized, and completion of certain Tencent-related transactions is subject to shareholder approval at an upcoming EGM.

Positive

• US$700 million raised via convertible notes due 2031, extending capital duration.
• Notes carry no regular interest and no accretion, limiting cash interest expense.
• Initial conversion price at HK$155.79 reflects a 28.3% premium to HK$121.40 and about 35.0% above the HK$115.38 reference price.
• Tencent subscribing for US$200 million of the notes signals continued participation by a large shareholder.
• Board authorized a special share repurchase program of up to US$300 million to execute the concurrent repurchases.
• Company plans to allocate part of proceeds to AI-driven growth and productivity initiatives, alongside general corporate purposes.

Negative

• Convertible notes with a conversion rate of 50.3374 shares per US$1,000 introduce potential future equity dilution if fully converted.
• Concurrent equity placement includes 6,976,760 borrowed shares and a Tencent secondary sale of 26,374,900 shares, increasing free float without proceeds to the company.
• Holders may require repurchase of notes on September 15, 2029, creating a future cash outlay or refinancing need.
• Completion of the Tencent notes subscription and related repurchase is subject to shareholder approval, adding execution risk.
• Optional redemption is only permitted from September 28, 2029 subject to share price conditions, limiting near-term flexibility to retire the notes.

News Explained

The placement itself is not new issuance, but note conversion could increase shares and dilute existing ownership; closing is still pending.

Bilibili has priced US$700 million of convertible senior notes alongside a concurrent equity placement and share repurchases, but the disclosed transactions have not all reached closing.

The concurrent equity placement itself does not cause Bilibili to issue new Class Z shares or receive proceeds: borrowed shares are sold, while Tencent receives the net proceeds from its secondary placement.

If holders convert the notes, Bilibili will deliver Class Z ordinary shares; under the supplied definition, issuing additional shares increases the total share count and reduces existing holders’ percentage ownership absent offsetting changes.

The release says the Marketed Notes Offering, Tencent subscription, equity placement and repurchases remain pending, with the Tencent transactions also subject to disinterested-shareholder approval and other conditions.

Market Reaction – BILI

-1.29% $15.25 28.0x vol

15m delay

-1.29% Vs previous close

$15.25 Last Price

$14.57 $15.59 Day Range

$6.40B Market Cap

28.0x Rel. Volume

Following this news, BILI has declined 1.29%, reflecting a mild negative market reaction. Our momentum scanner has triggered 9 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $15.25. Trading volume is exceptionally heavy at 28.0x the average, suggesting significant selling pressure.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

BZ was down 2.72% and PINS was down 2.57% in the peer snapshot, while BILI’s pre-headline change was...

Analysis

BZ was down 2.72% and PINS was down 2.57% in the peer snapshot, while BILI’s pre-headline change was 0.32%. That comparison adds a company-specific lens; approval and financing execution remained key risks to watch.

Key Figures

Convertible notes offering: US$700 million Notes maturity: September 15, 2031 Initial conversion price: HK$155.79 per Class Z share +5 more

8 metrics

Convertible notes offering US$700 million Aggregate principal amount of notes due 2031

Notes maturity September 15, 2031 Scheduled maturity date

Initial conversion price HK$155.79 per Class Z share Convertible senior notes

Conversion premium 28.3% Above the September 4, 2026 Hong Kong closing price

Concurrent Delta Offering 6,976,760 Class Z shares Shares offered at HK$115.38 per share

Tencent Secondary Placement 26,374,900 Class Z shares Shares sold by Tencent at the Reference Price

Concurrent Tencent Repurchase 13,591,090 Class Z shares Shares repurchased from Tencent

Special share repurchase program US$300 million Board-authorized program for the Concurrent Repurchases

Historical Context

5 past events · Latest: Aug 27 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 27	Second-quarter earnings	Positive	+3.8%	Second-quarter revenue, profit, user engagement, and cash balances improved year over year.
Aug 06	Earnings date announcement	Neutral	+0.4%	The company scheduled its second-quarter results release and investor conference call.
Jun 30	Repurchase program update	Positive	+1.0%	The company reported completed share repurchases during the quarter and year to date.
Jun 24	Share repurchase program	Positive	+3.5%	Bilibili authorized a new US$300 million share repurchase program.
Jun 17	Annual meeting results	Neutral	-0.7%	Shareholders approved all proposed resolutions at the annual general meeting.

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

Pattern Detected

Recent history showed positive reactions to earnings and buyback announcements, while the June 17 annual-meeting update was followed by a -0.69% move.

Key Terms

convertible senior notes, regulation s, rule 144a, convertible arbitrage strategy

4 terms

convertible senior notes financial

"offerings of US$700 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.

regulation s regulatory

"in compliance with Regulation S under the Securities Act"

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

"qualified institutional buyers (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.

convertible arbitrage strategy financial

"investors subscribing for the Notes who employ a convertible arbitrage strategy"

A convertible arbitrage strategy is a market‑neutral trading approach that buys convertible securities (bonds or preferred shares that can be turned into stock) while hedging equity exposure, typically by shorting the issuer’s common shares. It aims to profit from pricing differences between the convertible and the underlying stock, plus interest and volatility effects, so it matters to investors because it changes a portfolio’s risk profile, liquidity needs, and sensitivity to credit and market volatility.

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

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SHANGHAI, Sept. 04, 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 pricing of its offerings (the “Notes Offerings”) of US$700 million in aggregate principal amount of convertible senior notes due 2031 (the “Notes”), including US$200 million of the principal amount of the Notes subscribed for in the Tencent Notes Subscription (as described below). The Notes have been made available 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 Company plans to use the aggregate proceeds from the Notes Offerings in the following manner: (a) to fund the Concurrent Delta Repurchase (as defined below); (b) to fund the Concurrent Tencent Repurchase (as defined below); (c) for AI-driven growth, including but not limited to: (i) strengthen its AI capabilities in content comprehension, recommendation and creation, (ii) deepen user engagement with its high-quality content and community, and (iii) leverage AI to boost productivity and efficiency; and (d) for general corporate purposes.

Terms of the Notes

When issued, the Notes will be 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 Company may redeem for cash all or any part of the Notes on or after September 28, 2029 if the last reported sale price of the Class Z ordinary shares (converted into U.S. dollars at the prevailing rate as of such trading day) has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days, whether or not consecutive, during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption (the “Optional Redemption”). In addition, the Company may redeem for cash all but not part of the Notes at any time if less than 10% of the aggregate principal amount of Notes originally issued remains outstanding at such time (the “Cleanup Redemption”). The Company may also redeem the Notes upon the occurrence of certain tax-related events (the “Tax Redemption”). Holders of the Notes may require the Company to repurchase for cash all or part of their Notes on September 15, 2029 or in the event of certain fundamental changes. In connection with certain corporate events or if the Company issues a notice of Optional Redemption, Cleanup Redemption or Tax Redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or such Optional Redemption, Cleanup Redemption or Tax Redemption.

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

Tencent Notes Subscription

Tencent Holdings Limited (together with its subsidiaries, “Tencent”), through its subsidiary, has agreed to subscribe for US$200 million of the principal amount of the Notes, in addition to the aggregate principal amount of the Notes of US$500 million that will be sold to investors other than Tencent through certain financial institutions acting severally as the initial purchasers in compliance with Regulation S under the Securities Act (the “Marketed Notes Offering”), on the same terms of the Notes and at the same initial offering price as offered in the Marketed Notes Offering (the “Tencent Notes Subscription”).

The closings of the Tencent Notes Subscription and the Concurrent Tencent Repurchase (described below) will be concurrent and subject to the completion of the Marketed Notes Offering, the shareholders’ approval at the EGM (described below) and other customary conditions precedent.

Concurrent Equity Placement

The Company also announced the pricing of the previously announced concurrent fixed-price offering of its 6,976,760 Class Z ordinary shares that are being borrowed from non-affiliate third parties and offered, on a several basis, by certain financial institutions acting as the initial purchasers of the Marketed Notes Offering (or their respective affiliates) (in such capacity, the “Concurrent Delta Offering Banks”) to non-U.S. persons in offshore transactions pursuant to Rule 903 of Regulation S under the Securities Act, at HK$115.38 per Class Z ordinary share (the “Concurrent Delta Offering” and such price, the “Reference Price”). The Concurrent Delta Offering Banks will use the resulting short positions to facilitate the establishment of initial short positions by certain investors subscribing for the Notes who employ a convertible arbitrage strategy (the “Convertible Arbitrage Investors”) to hedge their investments in the Notes. Such short positions may be established by Convertible Arbitrage Investors through sales of borrowed Class Z ordinary shares or synthetically through derivative transactions, in each case, to be facilitated by the Concurrent Delta Offering Banks. The number of Class Z ordinary shares subject to the Concurrent Delta Offering generally corresponds to such initial short positions of the Convertible Arbitrage Investors.

In addition to and concurrently with the Concurrent Delta Offering, Tencent (through its subsidiary) has offered and sold 26,374,900 Class Z ordinary shares at the Reference Price through a placing agent (the “Tencent Secondary Placement” and, together with the Concurrent Delta Offering, the “Concurrent Equity Placement”). All the shares in the Concurrent Equity Placement have been offered concurrently to the same category of investors and priced through the same bookbuilding process.

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

Concurrent Repurchases

The Company was allocated 6,795,540 Class Z ordinary shares offered in the Concurrent Delta Offering for purchase concurrently with the closing of the Marketed Notes Offering (the “Concurrent Delta Repurchase”).

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 concurrently with the closing of the Tencent Notes Subscription (the “Concurrent Tencent Repurchase” and, together with the Concurrent Delta Repurchase, the “Concurrent Repurchases”). The purchase price in each of the Concurrent Delta Repurchase and the Concurrent Tencent Repurchase is the Reference Price, or HK$115.38 per Class Z ordinary share. The Company’s board of directors has authorized a separate special share repurchase program of up to US$300 million for the Concurrent Repurchases.

The Company has entered into an agreement with Tencent for the Tencent Notes Subscription and the Concurrent Tencent Repurchase. The Company expects to convene an extraordinary general meeting of shareholders (the “EGM”) in the near future to seek approval of the Concurrent Tencent Repurchase by at least three-fourths of the votes cast by disinterested shareholders present at the EGM.

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 Marketed Notes Offering, the Tencent Notes Subscription, the Concurrent Equity Placement and the Concurrent Repurchases, as well as 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, the terms of the Notes, whether the Company will complete the Notes Offerings, the Concurrent Equity Placement, the Concurrent Repurchases 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 did Bilibili (BILI) announce regarding its new financing and share transactions?

Bilibili announced pricing of US$700 million convertible senior notes due 2031, a concurrent equity placement of borrowed and Tencent shares, and concurrent repurchases of 6,795,540 shares from the Delta offering and 13,591,090 shares from Tencent at HK$115.38 per share.

What are the key terms of Bilibili's US$700 million convertible notes due 2031 (BILI)?

The notes are senior unsecured, mature on September 15, 2031, bear no regular interest and do not accrete. The initial conversion rate is 50.3374 Class Z shares per US$1,000, equal to a conversion price of about HK$155.79 per share, subject to customary adjustments and certain conversion rate increases upon specified events.

At what premium is the Bilibili (BILI) convertible note conversion price set?

The initial conversion price of about HK$155.79 per Class Z share represents a 28.3% premium to Bilibili’s HKEX closing price of HK$121.40 on September 4, 2026 and about a 35.0% premium to the HK$115.38 reference price used in the concurrent equity placement.

What is the Tencent Notes Subscription in Bilibili's (BILI) offering?

Through a subsidiary, Tencent agreed to subscribe for US$200 million of the convertible notes, in addition to US$500 million sold to other investors. These notes carry the same terms and initial offering price as the marketed notes, and their closing will occur concurrently with the Tencent share repurchase, subject to conditions.

How does the concurrent equity placement affect Bilibili (BILI) and who receives the proceeds?

The concurrent equity placement comprises 6,976,760 borrowed Class Z shares and a Tencent secondary placement of 26,374,900 shares, all sold at HK$115.38. Bilibili will not issue new shares or receive proceeds; Tencent will receive net proceeds from its secondary placement.

What share repurchases is Bilibili (BILI) conducting alongside the convertible notes?

Bilibili will repurchase 6,795,540 Class Z shares from the Concurrent Delta Offering and 13,591,090 shares (including ADSs) from Tencent, both at HK$115.38 per share. The board authorized a special repurchase program of up to US$300 million to fund these concurrent repurchases.

How will Bilibili (BILI) use the proceeds from the US$700 million convertible notes?

Bilibili plans to use proceeds to fund the Concurrent Delta Repurchase and Concurrent Tencent Repurchase, support AI-driven growth in content comprehension, recommendation and creation, enhance engagement and productivity, and for general corporate purposes, as described by the company.