Alibaba Group (NYSE: BABA) ties US$3.2 Billion zero coupon convertible notes to Form F-4

Rhea-AI Filing Summary

Alibaba Group Holding Limited furnished a Form 6-K as a foreign private issuer, primarily to attach several press releases and announcements related to a financing transaction. The exhibits describe a proposed and subsequently priced offering of approximately US$3.2 Billion zero coupon convertible senior notes. Certain exhibits, including the proposed and priced offering press releases, are incorporated by reference into Alibaba’s Registration Statement on Form F-4 (Registration No. 333-288794), making them part of that registration statement from the date this report is furnished, unless later superseded.

Insights

Capital structure and securities analyst

Alibaba links a US$3.2 Billion zero coupon convertible note deal into its existing Form F-4.

The company furnished a Form 6-K to attach press releases and announcements covering a proposed and then priced offering of approximately US$3.2 Billion in zero coupon convertible senior notes. These instruments are senior debt that pay no periodic interest and can convert into equity under specified terms set out in the offering documents referenced by the exhibits.

The 6-K also states that Exhibit 99.1 and Exhibit 99.3 are incorporated by reference into Alibaba’s Registration Statement on Form F-4 (Registration No. 333-288794). This ties the convertible note information directly into the larger transactional framework governed by that Form F-4, with actual effects depending on the detailed terms and market reception described in the incorporated materials.

Form 6-K: How Foreign Companies Report to the SEC →

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

September 11, 2025

Commission File Number: 001-36614

Alibaba Group Holding Limited

(Registrant’s name)

26/F Tower One, Times Square

1 Matheson Street

Causeway Bay

Hong Kong S.A.R.

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 x Form 40-F ¨

EXPLANATORY NOTE

The Exhibit 99.1 and Exhibit 99.3 to this Report of Foreign Private Issuer on Form 6-K shall be incorporated by reference into the Company’s Registration Statement on Form F-4, as amended and supplemented (Registration No. 333-288794), filed with the Securities and Exchange Commission, and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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EXHIBITS

Exhibit 99.1 – Press Release – Alibaba Group Announces Proposed Offering of Approximately US$3.2 Billion of Zero Coupon Convertible Senior Notes

Exhibit 99.2 – Announcement – Proposed Offering of Approximately US$3.2 Billion Zero Coupon Convertible Senior Notes

Exhibit 99.3 – Press Release – Alibaba Group Prices Approximately US$3.2 Billion Offering of Zero Coupon Convertible Senior Notes

Exhibit 99.4 – Announcement – Pricing of Offering of Approximately US$3.2 Billion Zero Coupon Convertible Senior Notes

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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.

	ALIBABA GROUP HOLDING LIMITED
Date: September 11, 2025	By:	/s/ Kevin Jinwei ZHANG
	Name:	Kevin Jinwei ZHANG
	Title:	Company Secretary

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FAQ

What did Alibaba Group (BABA) report in this Form 6-K?

Alibaba Group Holding Limited furnished a Form 6-K to provide press releases and announcements relating to a proposed and subsequently priced offering of approximately US$3.2 Billion zero coupon convertible senior notes, and to incorporate certain of these exhibits into its Form F-4 registration statement.

What is the size of Alibaba Group's new convertible note offering?

The exhibits describe a proposed and priced offering of approximately US$3.2 Billion zero coupon convertible senior notes.

What type of securities is Alibaba Group offering in this filing?

Alibaba Group is referencing an offering of zero coupon convertible senior notes, which are senior debt securities that pay no periodic interest and are convertible into equity under defined terms.

How does this Form 6-K relate to Alibaba Group's Form F-4?

The Form 6-K states that Exhibit 99.1 and Exhibit 99.3 are incorporated by reference into Alibaba Group’s Registration Statement on Form F-4 (Registration No. 333-288794), making those exhibits part of that registration statement from the date the report is furnished, unless later superseded.

Which exhibits are included with Alibaba Group's Form 6-K?

The Form 6-K lists four exhibits: Exhibit 99.1 and Exhibit 99.3 press releases on the proposed and priced offerings of approximately US$3.2 Billion zero coupon convertible senior notes, and Exhibit 99.2 and Exhibit 99.4 announcements covering the same proposed and pricing events.

Who signed Alibaba Group's Form 6-K?

The Form 6-K was signed on behalf of Alibaba Group Holding Limited by Kevin Jinwei ZHANG, who is identified as the Company Secretary.