ECARX ends up to $100M convertible note purchase right

The waiver ends the remaining purchase right, while ECARX’s US$10 million cash fee is due by October 26, 2026.

Rhea-AI Filing Summary

ECARX Holdings Inc. (ECX) entered into an agreement under which a U.S.-based institutional investor irrevocably waived its right to elect to purchase up to US$100 million of additional convertible notes; no further notes will be issued under the Securities Purchase Agreement. The purchase right was subject to additional prospectus supplements and other conditions.

ECARX agreed to pay a one-time US$10 million cash fee on or before October 26, 2026. The company said ending the remaining note capacity removes the potential issuance of additional shares under new notes that could be amortized at prices linked to ECARX’s prevailing share price. The original agreement contemplated up to US$150 million in aggregate principal, and ECARX issued an initial US$50 million note in October 2025.

1 point · 0 major

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0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointInvestor’s right to purchase up to US$100 million of additional notes is terminated. 27% of market cap

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.One-time cash fee: US$10 million payable by October 26, 2026. 2.7% of market cap

Filing Explained

The release also gives the 2025 convertible-note program’s terms: a maximum size of US$130 million, an initial conversion price of US$2.62 and maturity in 2028.

Key Figures

Terminated additional note-purchase right: Up to US$100 million One-time cash fee: US$10 million Maximum aggregate principal under Securities Purchase Agreement: US$150 million +4 more

7 metrics

Terminated additional note-purchase right Up to US$100 million Additional convertible notes under the Securities Purchase Agreement

One-time cash fee US$10 million Payable on or before October 26, 2026

Maximum aggregate principal under Securities Purchase Agreement US$150 million Convertible notes contemplated in one or more registered direct offerings

Initial note principal US$50 million Issued in October 2025

Maximum for 2025 convertible notes program US$130 million Program upsized in July 2026

Initial conversion price US$2.62 2025 convertible notes program

Maturity 2028 2025 convertible notes program

Key Terms

registered direct offerings, amortized, conversion price

3 terms

registered direct offerings financial

"in one or more registered direct offerings"

A registered direct offering is a way a publicly traded company sells new shares directly to selected investors under a registration with regulators, combining the paperwork of a public sale with the speed of a private deal. For investors it matters because it can dilute existing holdings and signal a company’s need for cash, while offering participating buyers quick access to newly issued stock often at negotiated terms — like buying extra tickets before they go on general sale.

amortized financial

"option to be amortized at prices linked to the Company's prevailing share price"

Amortized means spreading a cost or a debt repayment into regular portions over a set period so each payment covers part of the principal and, if applicable, interest. For investors, knowing something is amortized shows how much of a company’s payments are scheduled over time, which affects cash flow, reported profits, and the remaining debt burden—similar to how a mortgage or installment plan breaks a large purchase into predictable monthly payments.

conversion price financial

"carries an initial conversion price of US$2.62"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much additional convertible note capacity did ECARX (ECX) cancel?

The institutional investor irrevocably waived its right to elect to purchase up to US$100 million of additional convertible notes, and no further notes will be issued under the Securities Purchase Agreement. The purchase right had been subject to additional prospectus supplements and other conditions.

What fee will ECARX (ECX) pay to end the note-purchase right?

ECARX agreed to pay a one-time cash fee of US$10 million on or before October 26, 2026, in consideration for the investor’s irrevocable termination and waiver of the remaining note-purchase right.

What are the stated terms of ECARX’s 2025 convertible notes program?

ECARX said the 2025 convertible notes program was upsized to a maximum of US$130 million in July 2026, carries an initial conversion price of US$2.62, and matures in 2028.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 07:40 AM EDT Accepted by SEC EDGAR 10/15/2026 - 07:39 AM EDT Learn about SEC filing dates

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 October 2026

Commission File Number: 001-41576

ECARX Holdings Inc.

(Translation of registrant’s name into English)

Second Floor North

International House

1 St. Katharine’s Way

London E1W 1UN

United Kingdom

(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 o

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

This current report on Form 6-K, including the exhibits hereto, is incorporated by reference into the post-effective amendment No. 2 to the registration statement on Form F-1 on Form F-3 (File No. 333-271861) and registration statement on Form F-3 (File No. 333-288811) and shall be a part of such registration statements from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.			Description
99.1			ECARX Terminates US$100 Million of Convertible Note Optionality to Reduce Potential Dilution and Optimize Capital Structure
10.1			Limited Waiver Agreement

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.

ECARX Holdings Inc.

By						/s/Dylan D. Jeng
Name			:			Dylan D. Jeng
Title			:			Chief Financial Officer

Date: 15th October, 2026

ECARX Terminates US$100 Million of Convertible Note Optionality to Reduce Potential Dilution and Optimize Capital Structure

London, October 15, 2026 — ECARX Holdings Inc. (Nasdaq: ECX) (“ECARX” or the “Company”), a leading global automotive intelligence business, today announced that it has entered into an agreement with a U.S. based institutional investor (the “Investor”) to terminate the Investor’s right to purchase up to US$100 million of additional convertible notes under the securities purchase agreement dated October 30, 2025 (the “Securities Purchase Agreement”).

Under the Securities Purchase Agreement, the Company agreed to issue and sell to the Investor, in one or more registered direct offerings, convertible notes for up to an aggregate principal amount of US$150 million. The Company issued an initial note in the principal amount of US$50 million in October 2025 and, subject to the filing of one or more additional prospectus supplements and the satisfaction of certain other conditions, the Investor had the right to elect to purchase up to US$100 million of additional notes.

Pursuant to the agreement entered into on October 12, 2026 (the “Waiver Agreement”), the Investor has irrevocably agreed to terminate and waive its right to elect to purchase any remaining additional notes and no further notes will be issued under the Securities Purchase Agreement. In consideration, the Company has agreed to pay the Investor a one-time cash fee of US$10 million on or before October 26, 2026.

The termination removes the potential issuance of additional shares under new notes that have the option to be amortized at prices linked to the Company’s prevailing share price. It also simplifies the Company’s capital structure. ECARX’s long-term global growth roadmap is supported by its 2025 convertible notes program, which was upsized to a maximum of US$130 million in July 2026, carries an initial conversion price of US$2.62 and matures in 2028, together with its bank facilities.

Dylan Jeng, Chief Financial Officer of ECARX, commented,

“Terminating the remaining capacity under this facility is a strategic decision to limit further dilution for our shareholders. With funding secured from our institutional noteholders and banking partners, we believe this one-time cost is in the long-term interest of our shareholders and gives us a simpler and clearer capital structure to drive our long-term global growth roadmap.”

Further details of the Waiver Agreement are available in the Form 6-K that the Company will file with the U.S. Securities and Exchange Commission.

About ECARX

ECARX (Nasdaq: ECX), headquartered in London, is a leading global automotive intelligence company. ECARX provides the intelligent brain that powers the next generation of software-defined and AI defined vehicles. The company delivers end-to-end, full-stack

solutions spanning advanced system-on-chip hardware, high-performance central computing platforms, intelligent cockpit technology, Advanced Driver Assistance Systems, cloud connectivity and physical AI, alongside bespoke vehicle software and intelligent operating systems.

As automakers transition to software-first and AI-first vehicle architectures, ECARX empowers automakers to streamline integration, reduce systemic complexity and optimize long-term cost efficiency. ECARX's proven technology is deployed across over 12 million vehicles worldwide, and is currently partnered with 18 global automakers and 28 vehicle brands to shape the future of automotive intelligence.

Founded in 2017 and listed on Nasdaq in 2022, ECARX operates from 15 major international locations across Europe, the Americas and Asia, with a global team of over 1,400 employees.

Forward-Looking Statements

This release contains statements that are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, amongst other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. The use of words “expects”, “intends”, “anticipates”, “estimates”, “predicts”, “believes”, “should”, “potential”, “may”, “preliminary”, “forecast”, “objective”, “plan”, or “target”, and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties that could cause actual results to differ materially, including, but not limited to statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, and the markets in which we operate.

For a discussion of these and other risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statement, see ECARX’s filings with the U.S. Securities and Exchange Commission. ECARX undertakes no obligation to update or revise forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.

Investor Contacts:

ir@ecarxgroup.com

Media Contacts:

ecarx@christensencomms.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 10.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 12.7 KB