Alibaba adjusts terms on Alibaba Health-linked bonds
Alibaba Group Holding Limited reports an anti-dilution adjustment to the terms of its HK$12.023 billion zero coupon exchangeable bonds due 2032, which are exchangeable into shares of Alibaba Health Information Technology Limited.
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Rhea-AI Filing Summary
Alibaba Group Holding Limited reports an anti-dilution adjustment to the terms of its HK$12.023 billion zero coupon exchangeable bonds due 2032, which are exchangeable into shares of Alibaba Health Information Technology Limited. The change is triggered by Alibaba Health’s approved final dividend of RMB0.0595 per share and special dividend of RMB0.1352 per share for the year ended March 31, 2026.
The Exchange Price of the 2025 Bonds is reduced from HK$6.23 to HK$5.92 per Alibaba Health share and the Exchange Ratio is increased from 160,513.6 to 168,918.9 Alibaba Health shares per HK$1,000,000 principal amount of bonds, effective August 14, 2026. As a result, the maximum number of Alibaba Health shares deliverable upon full exchange of the bonds increases from 1,928,855,537 to 2,030,912,162 shares.
Key Figures
Key Terms
zero coupon exchangeable bonds financial
Exchange Price financial
Exchange Ratio financial
weighted voting rights structure regulatory
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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 August, 2026
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 office)
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 ¨
EXHIBITS
Exhibit 99.1 – Announcement with The Stock Exchange of Hong Kong Limited – Adjustment to the Exchange Rate of the Zero Coupon Exchangeable Bonds Due 2032
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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: August 14, 2026 | By: | /s/ Kevin Jinwei ZHANG |
| Name: | Kevin Jinwei ZHANG | |
| Title: |
Company Secretary | |
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Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
We have one class of shares, and each holder of our shares is entitled to one vote per share. As the Alibaba Partnership’s director nomination rights are categorized as a weighted voting rights structure (the “WVR structure”) under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, we are deemed as a company with a WVR structure. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a WVR structure. Our American depositary shares (the “ADS”), each representing eight of our shares, are listed on the New York Stock Exchange in the United States under the symbol BABA.
Alibaba Group Holding Limited
阿 里 巴 巴 集 團 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9988 (HKD Counter) and 89988 (RMB Counter))
ADJUSTMENT TO THE EXCHANGE RATE OF THE
ZERO COUPON EXCHANGEABLE BONDS DUE 2032
Reference is made to our announcements dated July 3, 2025 and July 4, 2025 (collectively, the “2025 Bonds Announcements”) in relation to our offering of HK$ 12.023 billion aggregate principal amount of zero coupon exchangeable bonds due 2032 (the “2025 Bonds”) by reference to the ordinary shares of Alibaba Health Information Technology Limited (“Alibaba Health”) that are listed on the Hong Kong Stock Exchange (HKEX: 0241) (“AH Shares”). Unless otherwise defined, all capitalized terms used in this announcement shall have the same meanings as defined in the 2025 Bonds Announcements.
Further reference is made to Alibaba Health’s (i) announcement dated May 14, 2026 of final results for the year ended March 31, 2026 in relation to, among other things, its Board’s recommendation, subject to approval by the shareholders of Alibaba Health, to pay a final dividend of RMB0.0595 per AH Share and a special dividend of RMB0.1352 per AH Share for the year ended March 31, 2026 (collectively, the “2026 AH Dividends”) and (ii) announcement dated August 7, 2026 of results of the annual general meeting held on August 7, 2026 in relation to, among other things, the approval of the 2026 AH Dividends by the shareholders of Alibaba Health.
We hereby announce that as a result of Alibaba Health’s declaration of the 2026 AH Dividends and pursuant to the terms and conditions of the 2025 Bonds, the Exchange Price of the 2025 Bonds has been adjusted from HK$6.23 per AH Share to HK$5.92 per AH Share and the Exchange Ratio has been adjusted from 160,513.6 AH Shares per HK$1,000,000 principal amount of 2025 Bonds to 168,918.9 AH Shares per HK$1,000,000 principal amount of 2025 Bonds, with effect from August 14, 2026.
Following the above adjustment, the number of AH Shares that we may exchange in full of the 2025 Bonds increased from 1,928,855,537 AH Shares to 2,030,912,162 AH Shares.
| By order of the Board | |
| Alibaba Group Holding Limited | |
| Kevin Jinwei ZHANG | |
| Secretary |
Hong Kong, August 14, 2026
As at the date of this announcement, our board of directors comprises Mr. Joseph C. TSAI as the chairman, Mr. Eddie Yongming WU, Mr. J. Michael EVANS and Ms. Maggie Wei WU as directors, and Mr. Jerry YANG, Ms. Wan Ling MARTELLO, Mr. Weijian SHAN, Ms. Irene Yun-Lien LEE, Mr. Albert Kong Ping NG and Mr. Kabir MISRA as independent directors.
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