Bilibili (NASDAQ: BILI) details Jan 2026 share capital and convertibles

Rhea-AI Filing Summary

Bilibili Inc. filed a Form 6-K presenting its Hong Kong monthly return for January 2026, showing that authorised and issued share capital remained unchanged during the month. Class Y authorised shares stayed at 100,000,000 and Class Z authorised shares at 9,800,000,000, with total authorised capital of USD 1,000,000.

Issued shares were stable at 79,700,010 Class Y and 335,018,102 Class Z, with no treasury shares and no new shares issued or cancelled. The company confirmed that the minimum public float requirement of 25% for the listed class was met as of January 31, 2026.

The filing details outstanding equity-linked instruments. Under the 2018 Share Incentive Plan, 11,032,037 options remained outstanding after cancellation of 4,188 options, and 14,950 options remained under the Global Share Incentive Plan. Restricted share units that may be issued total 9,012,411 under the 2018 plan and 10,799,977 under the Second Amended and Restated 2018 Share Incentive Plan.

The company also listed several series of convertible senior notes into Class Z shares, including April 2026, 2027, December 2026 and 2030 notes, with conversion prices ranging from USD 24.75 to HKD 185.63 and an aggregate of tens of millions of Class Z shares potentially issuable upon conversion.

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 February 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 ☐

Explanatory Note

We submitted with The Stock Exchange of Hong Kong Limited a monthly return form dated February 6, 2026 in relation to the movements in our authorized share capital and issued shares in January 2026, attached as Exhibit 99.1 to this current report on Form 6-K.

Exhibit Index

Exhibit 99.1 – Monthly Return with The Stock Exchange of Hong Kong Limited – Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

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: February 6, 2026

Exhibit 99.1

FF301

Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended:		31 January 2026		Status:		New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer:		Bilibili Inc.
Date Submitted:		06 February 2026

I. Movements in Authorised / Registered Share Capital 

1. Class of shares

WVR ordinary shares

Type of shares

Other type (specify in description)

Listed on the Exchange (Note 1)

No

Stock code (if listed)

N/A

Description

Class Y

Number of authorised/registered shares

Par value

Authorised/registered share capital

Balance at close of preceding month

100,000,000

USD

0.0001

USD

10,000

Increase / decrease (-)

USD

Balance at close of the month

100,000,000

USD

0.0001

USD

10,000

2. Class of shares

WVR ordinary shares

Type of shares

Other type (specify in description)

Listed on the Exchange (Note 1)

Yes

Stock code (if listed)

09626

Description

Class Z

Number of authorised/registered shares

Par value

Authorised/registered share capital

Balance at close of preceding month

9,800,000,000

USD

0.0001

USD

980,000

Increase / decrease (-)

USD

Balance at close of the month

9,800,000,000

USD

0.0001

USD

980,000

3. Class of shares

Other class (specify in description)

Type of shares

Other type (specify in description)

Listed on the Exchange (Note 1)

No

Stock code (if listed)

N/A

Description

Undesignated

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FF301

Number of authorised/registered shares

Par value

Authorised/registered share capital

Balance at close of preceding month

100,000,000

USD

0.0001

USD

10,000

Increase / decrease (-)

USD

Balance at close of the month

100,000,000

USD

0.0001

USD

10,000

Total authorised/registered share capital at the end of the month:  USD        1,000,000     

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FF301

II. Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation

1. Class of shares

WVR ordinary shares

Type of shares

Other type (specify in description)

Listed on the Exchange (Note 1)

No

Stock code (if listed)

N/A

Description

Class Y

		Number of issued shares  (excluding treasury shares)		Number of treasury shares		Total number of issued shares
Balance at close of preceding month		79,700,010		0		79,700,010
Increase / decrease (-)		0		0
Balance at close of the month		79,700,010		0		79,700,010

2. Class of shares

WVR ordinary shares

Type of shares

Other type (specify in description)

Listed on the Exchange (Note 1)

Yes

Stock code (if listed)

09626

Description

Class Z

		Number of issued shares  (excluding treasury shares)		Number of treasury shares		Total number of issued shares
Balance at close of preceding month		335,018,102		0		335,018,102
Increase / decrease (-)		0		0
Balance at close of the month		335,018,102		0		335,018,102

Public float sufficiency confirmation (Note 4)

Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1) / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the month:
☑ the applicable public float requirement (see below) has been complied with
☐ the applicable public float requirement (see below) has not been complied with
The applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B / GEM Rule 17.37B or 25.21B (as the case may be) is:
Applicable public float threshold		Initial Prescribed Threshold - 25% of the total number of issued shares in the class to which the listed shares belong (excluding treasury shares)
Additional information

Remarks:

The balance of Class Z ordinary shares excludes 6,115,998 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.

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FF301

III. Details of Movements in Issued Shares and/or Treasury Shares

(A). Share Options (under Share Option Schemes of the Issuer) 

1. Class of shares

WVR ordinary shares

Type of shares

Other type (Please specify)

Listed on the Exchange (Note 1)

Yes

Other type (Please specify)

Class Z

Stock code (if listed)

09626

Description

Particulars of share option scheme				Number of share options outstanding at  close of preceding month		Movement during the month										Number of share options outstanding at close of the month				Number of new shares issued during the month pursuant thereto (A1)		Number of treasury shares transferred out of treasury during the month pursuant thereto (A2)		Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month		The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month
1).		2018 Share Incentive Plan - options		11,036,225		Cancelled			-4,188							11,032,037				0		0		11,032,037
General Meeting approval date (if applicable)
2).		Global Share Incentive Plan - options		14,950												14,950				0		0		14,950
					General Meeting approval date (if applicable)

Increase in issued shares (excluding treasury shares):

0

WVR ordinary shares Class Z (AA1)

Decrease in treasury shares:

0

WVR ordinary shares Class Z (AA2)

Total funds raised during the month from exercise of options:

USD               0

Remarks:

(1) No further options will be granted under the 2018 Share Incentive Plan (before its amendment and restatement at the annual general meeting of the Company held on June 28, 2024) or the Global Share Incentive Plan after October 3, 2022 (being the date on which the Company’s voluntary conversion of its secondary listing status to primary listing on the Stock Exchange became effective).

(2) On June 28, 2024, the shareholders of the Company approved the adoption of the Second Amended and Restated 2018 Share Incentive Plan. Any granted and unexercised options, and any granted and unvested awards under the 2018 Share Incentive Plan prior to the adoption date of the Second Amended and Restated 2018 Share Incentive Plan shall continue to be valid and exercisable and/or vested in accordance with the terms of the grant and the 2018 Share Incentive Plan. For details, please refer to the Company’s circular dated April 9, 2024 and announcement dated June 28, 2024. No options have been granted under the Second Amended and Restated 2018 Share Incentive Plan since its adoption.

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FF301

(B). Warrants to Issue Shares of the Issuer    Not applicable

(C). Convertibles (i.e. Convertible into Shares of the Issuer)  

1. Class of shares

WVR ordinary shares

Type of shares

Other type (Please specify)

Listed on the Exchange (Note 1)

Yes

Other type (Please specify)

Class Z

Stock code (if listed)

09626

Description

		Description of the Convertibles						Currency		Amount at close of preceding month		Movement during the month				Amount at close of the month		Number of new shares issued during the month pursuant thereto (C1)		Number of treasury shares transferred out of treasury during the month pursuant thereto (C2)		Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
		1).		April 2026 Notes - US$500 million convertible senior notes				USD		12,000						12,000		0		0		485
													Type of the Convertibles											Bond/Notes
		Stock code of the Convertibles (if listed on the Exchange) (Note 1)
		Subscription/Conversion price						USD         24.75
		General Meeting approval date (if applicable)
		2).		2027 Notes - US$800 million convertible senior notes				USD		26,000						26,000		0		0		640
													Type of the Convertibles											Bond/Notes
		Stock code of the Convertibles (if listed on the Exchange) (Note 1)
		Subscription/Conversion price						USD         40.73
		General Meeting approval date (if applicable)
		3).		December 2026 Notes - US$1,600 million convertible senior notes				USD		13,300,000						13,300,000		0		0		141,537
													Type of the Convertibles											Bond/Notes
		Stock code of the Convertibles (if listed on the Exchange) (Note 1)
		Subscription/Conversion price						USD         93.97
		General Meeting approval date (if applicable)
		4).		2030 Notes - US$690 million convertible senior notes				USD		690,000,000						690,000,000		0		0		29,100,561
		Type of the Convertibles						Bond/Notes

Page 5 of 10

FF301

Stock code of the Convertibles (if listed on the Exchange) (Note 1)
Subscription/Conversion price						HKD       185.63
General Meeting approval date (if applicable)						28 June 2024

Increase in issued shares (excluding treasury shares):

0

WVR ordinary shares Class Z (CC1)

Decrease in treasury shares:

0

WVR ordinary shares Class Z (CC2)

Remarks:

(1) The April 2026 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$70 million principal amount of the April 2026 Notes.

(2) The 2027 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$100 million principal amount of the 2027 Notes.

(3) The December 2026 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$200 million principal amount of the December 2026 Notes.

(4) The 2030 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$90 million principal amount of the 2030 Notes.

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FF301

(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)

1. Class of shares

WVR ordinary shares

Type of shares

Other type (Please specify)

Listed on the Exchange (Note 1)

Yes

Other type (Please specify)

Class Z

Stock code (if listed)

09626

Description

Description of other agreements or arrangements								General Meeting approval date (if applicable)		Number of new shares issued during the month pursuant thereto (D1)		Number of treasury shares transferred out of treasury during the month pursuant thereto (D2)		Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1).		2018 Share Incentive Plan - restricted share units								0		0		9,012,411
2).		Second Amended and Restated 2018 Share Incentive Plan - restricted share units						28 June 2024		0		0		10,799,977
				Increase in issued shares (excluding treasury shares):						0		WVR ordinary shares Class Z (DD1)
				Decrease in treasury shares:						0		WVR ordinary shares Class Z (DD2)

Remarks:

(1) The amended 2018 Share Incentive Plan (before its amendment and restatement at the annual general meeting of the Company held on June 28, 2024) became effective on October 3, 2022 (being the date on which the Company’s voluntary conversion of its secondary listing status to primary listing on the Stock Exchange became effective). On June 28, 2024, the shareholders of the Company approved the adoption of the Second Amended and Restated 2018 Share Incentive Plan. Any granted and unexercised options, and any granted and unvested awards under the 2018 Share Incentive Plan prior to the adoption date of the Second Amended and Restated 2018 Share Incentive Plan shall continue to be valid and exercisable and/or vested in accordance with the terms of the grant and the 2018 Share Incentive Plan. For details, please refer to the Company’s circular dated April 9, 2024 and announcement dated June 28, 2024.

(2) As of the month ended January 31, 2026, 19,340 restricted share units have been cancelled under the amended 2018 Share Incentive Plan.

(3) As of the month ended January 31, 2026, 46,933 restricted share units have been cancelled under the Second Amended and Restated 2018 Share Incentive Plan.

Page 7 of 10

FF301

(E). Other Movements in Issued Shares and/or Treasury Shares   Not applicable

		Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):		0		WVR ordinary shares Class Z
		Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):		0		WVR ordinary shares Class Z
		Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2):		0		WVR ordinary shares Class Z
		Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2):		0		WVR ordinary shares Class Z

Page 8 of 10

FF301

IV. Information about Hong Kong Depositary Receipt (HDR)  Not applicable

V. Confirmations

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 of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, 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 5)

(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;

(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 6);

(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.

Submitted by:		Xin Fan
Title:		Joint Company Secretary
		(Director, Secretary or other Duly Authorised Officer)

Page 9 of 10

FF301

Notes

1. The Exchange refers to The Stock Exchange of Hong Kong Limited.

2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), “date of event” should be construed as “cancellation date”.

In the case of repurchase of shares (shares held as treasury shares), “date of event” should be construed as “date on which shares were repurchased and held by the issuer in treasury”.

3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.

4. “Initial Prescribed Threshold”, “Alternative Threshold” and “market value” have the meanings ascribed thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or25.21A. See also Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of the public float disclosure.

5. 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. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.

6. “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.

Page 10 of 10

FAQ

What does Bilibili (BILI) disclose in its January 2026 Hong Kong monthly return?

Bilibili reports stable share capital in January 2026, with no changes in authorised or issued shares. The filing also confirms public float compliance, outlines outstanding share options and restricted share units, and details several series of convertible senior notes into Class Z shares with specified conversion prices.

Did Bilibili (BILI) change its issued share count in January 2026?

No, Bilibili’s issued share counts were unchanged in January 2026. Class Y issued shares remained 79,700,010 and Class Z issued shares stayed at 335,018,102, with no treasury shares, no new shares issued, and no decreases reported during the month in the Hong Kong return.

How does Bilibili (BILI) describe its public float status as of January 31, 2026?

Bilibili confirms compliance with Hong Kong public float rules. The company states that, for the relevant listed class of shares, it met the applicable minimum public float requirement, defined as an initial prescribed threshold of 25% of the total issued shares in that class, excluding treasury shares.

What equity incentive plans and RSUs does Bilibili (BILI) report outstanding?

Bilibili lists two main share incentive plans with RSUs. As of January 31, 2026, 9,012,411 restricted share units may be issued under the 2018 Share Incentive Plan and 10,799,977 under the Second Amended and Restated 2018 Share Incentive Plan, alongside outstanding options under these schemes.

Which convertible notes into Class Z shares are outstanding for Bilibili (BILI)?

Bilibili reports four series of convertible senior notes: April 2026 Notes, 2027 Notes, December 2026 Notes and 2030 Notes. These are convertible into Class Z shares at stated prices, including USD 24.75, USD 40.73, USD 93.97 and HKD 185.63, with significant shares potentially issuable.

Were any share options or RSUs cancelled at Bilibili (BILI) by January 31, 2026?

Yes, the filing notes cancellations of awards. Under the 2018 Share Incentive Plan, 4,188 options were cancelled during January 2026. Cumulatively, 19,340 RSUs were cancelled under the amended 2018 plan and 46,933 RSUs under the Second Amended and Restated 2018 plan by that date.