Bilibili grants 4.6M RSUs and repurchases shares
Bilibili Inc. grants 4.58 million RSUs (~1.09% of shares) and discloses recent share issuances and a 6.80 million-share repurchase on its Hong Kong listing.
Rhea-AI Filing Summary
Bilibili Inc. (BILI) reports equity incentive and share capital changes. On September 16, 2026, the company granted 4,580,801 RSUs under its Second Amended and Restated 2018 Share Incentive Plan to employees and Service Providers, representing the same number of Class Z Ordinary Shares and approximately 1.09% of total shares on a one-share-one-vote basis.
The RSUs, with no purchase price and no additional performance targets, vest between September 16, 2027 and September 16, 2032 and are subject to specified clawback conditions. After these Grants, a further 21,283,654 Class Z Ordinary Shares remain available under the Scheme Limit, including 2,055,642 for Service Providers. Separately, the Hong Kong return shows on September 15, 2026 the issue of 31,040 Class Z shares from option exercises and 6,316 shares from RSU vesting to a director, and a repurchase (not yet cancelled) of 6,795,540 shares at HKD 115.38 per share.
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Key Figures
Key Terms
weighted voting rights regulatory
Service Provider Sublimit financial
clawback mechanism regulatory
Reserved Matters regulatory
FAQ
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What RSU grant did Bilibili Inc. (BILI) announce in September 2026?
What are the vesting terms for BILI’s new RSU grants?
Are BILI’s new RSU grants subject to clawback?
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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 September 2026
Commission File Number: 001-38429
Bilibili Inc.
Building 3, Guozheng Center, No. 485 Zhengli Road
Yangpu District, Shanghai, 200433
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 ☒ Form 40-F ☐
Exhibit Index
Exhibit 99.1 – Announcement with The Stock Exchange of Hong Kong Limited – Grant of Restricted Share Units
Exhibit 99.2 – Next Day Disclosure Return dated September 16, 2026
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.
| BILIBILI INC. | ||||
| By | : | /s/ Xin Fan | ||
| Name | : | Xin Fan | ||
| Title | : | Chief Financial Officer | ||
Date: September 16, 2026
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.
Bilibili Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9626)
GRANT OF RESTRICTED SHARE UNITS
On September 16, 2026, the Company granted an aggregate of 4,580,801 RSUs pursuant to the Second Amended and Restated 2018 Share Incentive Plan to certain employees and Service Providers of the Group, representing the same number of Class Z Ordinary Shares and approximately 1.09% of the total Shares of the Company (on a one share one vote basis) in issue as at the date of this announcement.
Details of the Grants are as follows:
| Date of grant: | September 16, 2026 | |
| Aggregate number of RSUs granted: |
4,565,768 for employees and 15,033 for Service Providers | |
| Purchase price of the RSUs granted: |
Nil | |
| Market price of the Class Z Ordinary Shares on the date of the Grants: |
HK$118.10 per Class Z Ordinary Share | |
| Vesting period: | The RSUs granted shall vest between September 16, 2027 and September 16, 2032. | |
| Performance targets: | There is no performance target attached to the Grants. | |
| Clawback mechanism: | The Grants are subject to clawback in the event that: (i) a Grantee ceases to be an eligible participant by reason of the termination of his/her employment or contractual engagement with the Group or related entity for cause or without notice or with payment in lieu of notice; (ii) a Grantee has been convicted of a criminal offence involving his/her integrity or honesty; (iii) in the reasonable opinion of the Board or the Committee, a Grantee has engaged in serious misconduct or breaches the terms of the Second Amended and Restated 2018 Share Incentive Plan in any material respect or (iv) in respect of the Grantee who served as an executive officer, an accounting restatement of the Company’s financial statements is required under the securities laws or other circumstances as described in the clawback policy arise. Further details are set out in the circular of the Company dated April 9, 2024. | |
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The Compensation Committee is of the view that it is not necessary to set any additional performance target for the Grants. Such arrangement is aligned with the purpose of the Second Amended and Restated 2018 Share Incentive Plan as it increases the Grantees’ loyalty to the Company and incentivizes the Grantees to work towards enhancing the value of the Company and its Shares.
The Grants are subject to the terms and conditions of the Second Amended and Restated 2018 Share Incentive Plan and the award agreements entered into between the Company and each of the Grantees.
The RSUs will be satisfied through utilizing the Class Z Ordinary Shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company’s share incentive plans.
The Grants would not result in the options and awards granted and to be granted to (i) each individual Grantee in the 12-month period up to and including the date of such Grant in aggregate to exceed 1% of the Shares in issue (excluding treasury shares); or (ii) each related entity participant or Service Provider in the 12-month period up to and including the date of such Grant in aggregate to exceed 0.1% of the Shares in issue (excluding treasury shares).
None of the Grants is subject to approval by the shareholders of the Company, and none of the Grantees is a Director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company or an associate (as defined in the Listing Rules) of any of them.
Reasons for and Benefits of the Grants
The Grantees involve employees of the Group and Service Providers who provide services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long term growth of the Group. The purpose of the Grants is to (i) promote the success and enhance the value of the Company by linking the personal interests of the Grantees to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders, and (ii) provide flexibility to the Company in its ability to motivate, attract, and retain the services of the Grantees upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
The Board is of the view that the Grants to Service Providers are appropriate to enhance the long term relationship with these Service Providers by aligning their interests with that of the Company and shareholders and therefore are in line with the purpose of the Second Amended and Restated 2018 Share Incentive Plan.
Class Z Ordinary Shares available for grant under the Second Amended and Restated 2018 Share Incentive Plan
The maximum aggregate number of Class Z Ordinary Shares which may be issued pursuant to all awards under the Second Amended and Restated 2018 Share Incentive Plan together with the number of Class Z Ordinary Shares which may be issued pursuant to any awards to be granted under any other share schemes of the Company is 41,413,503 (the “Scheme Limit”), and within the Scheme Limit, the maximum number of Class Z Ordinary Shares which may be issued pursuant to all awards to be granted to Service Providers under the Second Amended and Restated 2018 Share Incentive Plan is 2,070,675 (the “Service Provider Sublimit”).
2
Upon the making of the Grants, the Company may grant further awards representing a total of 21,283,654 Class Z Ordinary Shares under the Scheme Limit, including awards representing a total of 2,055,642 Class Z Ordinary Shares to Service Providers under the Service Provider Sublimit.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context requires otherwise.
| “Articles of Association” | the ninth amended and restated memorandum of association and articles of association of the Company adopted on June 17, 2026, as amended from time to time | |
| “Board” | the board of Directors | |
| “Class Y Ordinary Shares” | Class Y ordinary shares of the share capital of the Company with a par value of US$0.0001 each, giving a holder of a Class Y ordinary share 10 votes per share on any resolution tabled at the Company’s general meeting, subject to Rule 8A.24 of the Listing Rules that requires the Reserved Matters to be voted on a one vote per share basis | |
| “Class Z Ordinary Shares” | Class Z ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class Z ordinary share is entitled to one vote per share on any resolution tabled at the Company’s general meeting | |
| “Committee” | a committee of one or more members of the Board to whom the Board shall delegate the authority to grant or amend awards to Grantees other than any of the Committee members, independent Directors and executive officers of the Company | |
| “Company” | Bilibili Inc., a company incorporated in the Cayman Islands on December 23, 2013 as an exempted company and, where the context requires, its subsidiaries and consolidated affiliated entities from time to time | |
| “Director(s)” | the director(s) of the Company | |
| “Grants” | 4,580,801 RSUs granted to the Grantees in accordance with the Second Amended and Restated 2018 Share Incentive Plan | |
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| “Grantees” | certain employees and Service Providers of the Company and its subsidiaries who were granted RSUs in accordance with the Second Amended and Restated 2018 Share Incentive Plan | |
| “Group” | the Company, subsidiaries and consolidated affiliated entities from time to time | |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time | |
| “Reserved Matters” | those matters or resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to Rule 8A.24 of the Listing Rules, being: (i) any amendment to the Company’s memorandum of association or Articles of Association, including the variation of the rights attached to any class of shares, (ii) the appointment, election or removal of any independent non-executive director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding- up of the Company | |
| “RSUs” | restricted share units | |
| “Second Amended and Restated 2018 Share Incentive Plan” |
the Company’s second amended and restated 2018 share incentive plan adopted by the shareholders on June 28, 2024, as amended from time to time | |
| “Service Provider(s)” | any person providing services to the Group on a continuing and recurring basis in its ordinary and usual course of business which are in the interests of the long term growth of the Group as determined by the Committee pursuant to the Second Amended and Restated 2018 Share Incentive Plan | |
| “Shares” | the Class Y Ordinary Shares and Class Z Ordinary Shares in the share capital of the Company | |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited | |
| By order of the Board |
| Bilibili Inc. |
| Rui Chen |
| Chairman |
Hong Kong, September 16, 2026
As at the date of this announcement, the Board comprises Mr. Rui Chen as the chairman, Ms. Ni Li and Mr. Yi Xu as Directors, Mr. JP Gan, Mr. Eric He, Mr. Feng Li and Mr. Guoqi Ding as independent Directors.
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Exhibit 99.2
FF305
Next Day Disclosure Return
(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)
| Instrument: | Equity issuer |
Status: | New Submission | |||
| Name of Issuer: | Bilibili Inc | |||||
| Date Submitted: | 16 September 2026 | |||||
Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”).
| Section I | ||||||||||||
| 1. Class of shares | WVR ordinary shares | Type of shares | Other type (specify in description) | Listed on the Exchange | Yes | |||||||
| Stock code (if listed) | 09626 | Description | Class Z Ordinary Shares | |||||||||
| A. Changes in issued shares or treasury shares | ||||||||||||
| Events | Changes in issued shares (excluding treasury shares) |
Changes in treasury shares |
Issue/ selling price per share (Note 4) |
Total number of
issued shares | ||||||
| Number of issued shares (excluding treasury shares) |
As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) |
Number of treasury shares | ||||||||
|
Opening balance as at (Note 1) 04 September 2026 |
338,988,375 | 0 | 338,988,375 | |||||||
|
1). Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options
Date of changes 15 September 2026 |
31,040 |
0.0074 % |
USD 3.3731 | |||||||
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FF305
| 2). Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a director of the issuer under a share scheme - new shares involved
Issue of Class Z ordinary shares pursuant to vesting of restricted share units granted to a director of the Company under the Second Amended and Restated 2018 Share Incentive Plan - restricted share units
Date of changes 15 September 2026 |
6,316 | 0.0015 % | USD 0 | ||||||||||||
|
Closing balance as at (Notes 5 and 6) 15 September 2026 |
339,025,731 | 0 | 339,025,731 | ||||||||||||
|
B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) | |||||||||||||||
|
1). Repurchase of shares (or other securities) but not cancelled |
6,795,540 | % | HKD 115.38 | ||||||||||||
|
Date of changes 04 September 2026 |
|||||||||||||||
| Remarks: |
1) The percentages as stated in the above “changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares) before the relevant event” column were calculated based on the Company’s total number of issued shares of 418,688,385 shares (comprising 79,700,010 Class Y ordinary shares and 338,988,375 Class Z ordinary shares).
2) The balance of Class Z ordinary shares excludes 6,308,369 Class Z ordinary shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company’s share incentive plans. |
| Page 2 of 6 |
FF305
Confirmation
Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:
(Note 7)
| (i) | all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; |
| (ii) | all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under “Qualifications of listing” have been fulfilled; |
| (iii) | all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; |
| (iv) | all the securities of each class are in all respects identical (Note 8); |
| (v) | all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; |
| (vi) | all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; |
| (vii) | completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and |
| (viii) | the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. |
Notes to Section I:
| 1. | Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. |
| 2. | Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. |
| 3. | The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
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FF305
| 4. | In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. |
Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.
| 5. | The closing balance date is the date of the last relevant event being disclosed. |
| 6. | For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. |
If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.
| 7. | Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. |
| 8. | “Identical” means in this context: |
| - | the securities are of the same nominal value with the same amount called up or paid up; |
| - | they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and |
| - | they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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FF305
Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).
| Repurchase report | Not applicable |
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FF305
Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B.
| Report of on-market sale of treasury shares |
Not applicable |
| Submitted by: | Xin Fan | |
| (Name) | ||
| Title: | Joint Company Secretary | |
| (Director, Secretary or other Duly Authorised Officer) | ||
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