Bilibili Inc. (BILI) SEC Filings

Bilibili Inc. (BILI) completed a US$500 million marketed offering of convertible senior notes due 2031 and a concurrent repurchase of approximately US$100 million of its Class Z ordinary shares, alongside a completed concurrent equity placement and delta hedging transactions involving borrowed shares and a Tencent subsidiary’s secondary share placement.

The notes are senior unsecured obligations, maturing on September 15, 2031, convertible at an initial rate of 50.3374 Class Z shares per US$1,000 of notes, equivalent to a conversion price of about HK$155.79 per share, a 28.3% premium to the September 4, 2026 Hong Kong closing price and a 35.0% premium to the equity placement reference price of HK$115.38. The notes bear no regular interest and their principal does not accrete.

The concurrent equity placement of 33,351,660 Class Z shares at HK$115.38 per share was completed, including Tencent’s secondary placement, from which Bilibili received no proceeds. Bilibili repurchased 6,795,540 shares as part of the delta offering under a special repurchase program of up to US$300 million. A further US$200 million Tencent subscription for notes and Bilibili’s planned repurchase of about US$200 million (13,591,090 shares) from Tencent remain pending, subject to independent shareholder approval at an extraordinary general meeting and other customary conditions.

Bilibili Inc. (BILI) is raising US$700 million through convertible senior notes due 2031 and tying the financing to sizable share repurchases and a Tencent-related transaction. The notes carry no regular interest, are senior unsecured, and mature on September 15, 2031.

The initial conversion rate is 50.3374 Class Z ordinary shares per US$1,000, implying a conversion price of about HK$155.79 per share, a premium of roughly 28.3% to the HK$121.40 Hong Kong closing price and 35.0% to the HK$115.38 Concurrent Equity Placement reference price.

Net proceeds of about US$690.4 million are earmarked to fund a HK$784 million (approximately US$100 million) Concurrent Delta Repurchase of 6,795,540 shares, a US$200 million Concurrent Tencent Repurchase of 13,591,090 shares (subject to disinterested shareholder approval at an EGM), AI‑driven growth initiatives, and general corporate purposes. Full conversion at the initial price would issue roughly 35,236,180 new Class Z shares, about 8.4% of shares outstanding as of August 31, 2026, under an existing general mandate.

Bilibili Inc. (BILI) plans offerings of US$700 million aggregate principal amount of convertible senior notes due 2031 to non‑U.S. qualified institutional buyers, including a US$200 million subscription by Tencent and a US$500 million marketed tranche. The notes are senior unsecured, carry no regular interest, are convertible into Class Z ordinary shares, and may be redeemed or repurchased under specified price and corporate‑event conditions.

Bilibili intends to use proceeds to fund two concurrent share repurchases totaling up to US$300 million (approximately US$100 million for shares borrowed in a delta offering and US$200 million for shares held by Tencent), to invest in AI‑driven growth initiatives, and for general corporate purposes. A concurrent equity placement includes Tencent’s proposed ~US$400 million secondary sale, and the Tencent repurchase requires approval by at least three‑fourths of disinterested shareholders at an extraordinary general meeting and Hong Kong regulatory waivers.

Bilibili Inc. (BILI) furnished a Form 6-K providing its Hong Kong Stock Exchange monthly return for the month ended August 31, 2026. The return shows no changes in authorised share capital or issued shares for its WVR ordinary shares, with Class Y authorised at 100,000,000 shares and Class Z at 9,800,000,000 shares, each with a par value of USD 0.0001.

Issued shares remained at 79,700,010 Class Y shares and 338,805,755 Class Z shares, with no treasury shares and no new shares issued or cancelled during the month. The company confirms compliance with the applicable 25% public float requirement for the listed class. The filing details outstanding equity incentives and convertibles, including options over 9,672,975 Class Z shares under the 2018 Share Incentive Plan, 5,763,829 and 12,274,387 Class Z shares underlying RSUs under its incentive plans, and convertible senior notes that may be converted into 640, 141,537 and 29,100,561 Class Z shares respectively under the 2027, December 2026 and 2030 Notes.

Bilibili Inc. (BILI) reported strong top- and bottom-line growth for the second quarter and first half of 2026, driven mainly by advertising and value-added services. For Q2 2026, total net revenues were RMB7.94 billion, up 8% year over year, with advertising revenue up 28% to RMB3.13 billion and VAS up 5% to RMB2.97 billion, while mobile games declined 14% to RMB1.39 billion. Gross profit rose 10% to RMB2.95 billion, and gross margin expanded to 37.2%, marking the 16th consecutive quarter of margin improvement.

Q2 profit from operations increased 48% to RMB372.9 million, and net profit rose 55% to RMB339.1 million, with adjusted net profit up 25% to RMB703.6 million. For the six months ended June 30, 2026, net revenues grew 7.5% to RMB15.41 billion, net profit increased 161% to RMB541.1 million, and adjusted net profit rose 40% to RMB1.29 billion, lifting the adjusted net profit margin to 8.4%. The platform’s fundamentals continued to strengthen, with DAUs at about 116 million, MAUs at 373 million, monthly paying users at 33.9 million, and average daily time spent per active user at 116 minutes. Bilibili ended June with RMB24.30 billion in cash, time deposits and short-term investments and has repurchased 5.8 million listed securities in 2026 for about US$118 million.

Tencent Mobility Limited and Tencent Holdings Limited report their beneficial ownership of Bilibili Inc. Class Z Ordinary Shares. Tencent Mobility has 29,011,651 shares with sole voting and dispositive power. Tencent Holdings is deemed to beneficially own 40,014,008 shares, or 11.8% of the Class Z Ordinary Shares.

The percentage calculation is based on 338,805,755 Class Z Ordinary Shares outstanding as of June 30, 2026, excluding 6,528,345 shares reserved under share incentive plans. Holdings include shares and American Depositary Shares held through several Tencent subsidiaries.

Norges Bank, the central bank of Norway, reports beneficial ownership of 23,468,189 shares of Bilibili Inc. common stock on a Schedule 13G/A, representing 6.7958% of the class. Norges Bank has sole voting power over all 23,468,189 shares.

The filing shows sole dispositive power over 4,894,809 shares and shared dispositive power over 18,573,380 shares. Certain shares are invested on behalf of the Government of Norway, and Norges Bank is identified as an investment adviser subject to a foreign regulatory scheme it describes as substantially comparable to that of similar U.S. institutions.

Bilibili Inc. will hold a board meeting on 27 August 2026 (Hong Kong Time) to approve unaudited financial results for the three and six months ended 30 June 2026, and plans to announce these Q2 and half-year results around 6:00 p.m. the same day, followed by an earnings call at 8:00 p.m..

For the month ended 31 July 2026, total authorised share capital remained USD 1,000,000, with 79,700,010 issued Class Y and 338,805,755 issued Class Z WVR ordinary shares and no treasury shares or share issuances. The company confirms compliance with the 25% minimum public float. Outstanding equity-linked instruments, including share options, restricted share units and several series of convertible senior notes, showed activity such as option cancellations but generated no new shares during the month.

Bilibili Inc. reported routine share capital movements for June 2026. Issued Class Z WVR ordinary shares listed in Hong Kong increased by 1,714,162 to 338,805,755 shares, while Class Y WVR ordinary shares remained unchanged at 79,700,010 shares.

The increase in Class Z shares came from employee incentives. Option exercises added 217,242 new shares and raised USD 157,070.22, and vesting of restricted share units added 1,496,920 shares. The company confirmed it complied with the minimum 25% public float requirement for the listed class.