ECARX (NASDAQ: ECX) fully places US$100M 2025 convertible notes and boosts liquidity

Rhea-AI Filing Summary

ECARX Holdings Inc. has completed the final tranche of its previously announced US$100 million 2025 convertible notes, meaning the full amount is now subscribed. The last US$40 million was purchased on February 9, 2026 by a consortium of investors, following earlier purchases of US$35 million and US$25 million in November 2025.

All 2025 notes carry an initial conversion price of US$2.62 per share, subject to customary adjustments. Management states that this transaction refinanced US$65 million of previous convertible notes and added US$35 million of new funding, and, together with a US$45.6 million strategic investment from Geely in January 2026, significantly bolsters liquidity to support ECARX’s global expansion and Automotive Physical AI strategy.

Positive

• Enhanced liquidity and funding: ECARX completed subscriptions for US$100 million of 2025 convertible notes and reports an additional US$35 million of net new funding, plus a US$45.6 million Geely investment, materially strengthening its cash position to support growth.
• Debt refinancing: The company states it successfully refinanced US$65 million of previous convertible notes, which may improve its capital structure by extending obligations into equity-linked instruments at a defined initial conversion price of US$2.62.

Negative

• None.

Insights

Capital structure and credit analyst

ECARX locks in US$100M of convertible funding, improving liquidity and refinancing existing notes.

ECARX has fully placed US$100 million of 2025 convertible notes at an initial conversion price of US$2.62. The staged subscriptions in November 2025 and February 2026 indicate sustained investor appetite, including participation from multiple international financial institutions.

The company states that US$65 million of prior convertible notes were refinanced and US$35 million represents incremental funding. This shifts part of its capital stack into longer-dated, equity-linked instruments, which can ease near-term cash pressure while embedding potential future equity issuance at the conversion price.

Management also highlights a separate Geely strategic investment of US$45.6 million in January 2026, which, combined with the 2025 notes, is described as providing ample liquidity to pursue global Automotive Physical AI initiatives and previously secured projects, including work with Volkswagen Group. Actual leverage, dilution and cash runway details would appear in subsequent periodic reports.

Form 6-K: How Foreign Companies Report to the SEC →

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: 001-41576

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			Press Release – ECARX Announces Completion of the Final Tranche of US$100 million Convertible Notes

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/ Jing (Phil) Zhou
Name			:			Jing (Phil) Zhou
Title			:			Chief Financial Officer

Date: February 10, 2026

ECARX Announces Completion of the Final Tranche of US$100 million Convertible Notes

LONDON, February 10, 2026 /PRNewswire/ -- ECARX Holdings Inc. (Nasdaq: ECX) (“ECARX” or the “Company”), a global mobility tech provider, today announced that the aggregate US$100 million in convertible notes (the “2025 Notes”) contemplated by the convertible note purchase agreement entered into on November 3, 2025 (the “2025 Note Purchase Agreement”), as previously announced, have been fully subscribed as of February 9, 2026.

Pursuant to the 2025 Note Purchase Agreement, US$35 million of the 2025 Notes was purchased by the Initial Investor on November 14, 2025, and was followed by the purchase of US$25 million of the 2025 Notes by another investor on November 26, 2025. The remaining US$40 million of the 2025 Notes was purchased by a consortium of investors on February 9, 2026. All of the issued 2025 Notes have an initial conversion price of US$2.62, subject to customary adjustments set forth therein.

The US$100 million offering was jointly purchased by SPDB International (Hong Kong) Limited, ICBC International Investment Management Limited, CNCB (Hong Kong) Investment Limited, and a global investment institution.

Mr. Ziyu Shen, Chief Executive Officer and Chairman of ECARX, commented: “In 2025, we secured two major projects from Volkswagen Group and established technology partnerships with several global luxury automotive brands. This strategic capital commitment serves as a powerful endorsement of our global expansion strategy. With the completion of this transaction, we successfully refinanced US$65 million of our previous convertible notes and obtained an additional US$35 million in funding, further strengthening our capital structure. Combined with the US$45.6 million strategic investment from Geely in January 2026, we now have ample liquidity to drive our vision of becoming a leading Automotive Physical AI technology innovator.”

About ECARX

ECARX (Nasdaq: ECX) is a global automotive technology provider with capabilities to deliver turnkey solutions for next–generation smart vehicles, from the system–on–a–chip (SoC) to central computing platforms and software. As automakers develop new vehicle architectures, ECARX is developing full–stack solutions to enhance the user experience while reducing complexity and cost.

Founded in 2017 and listed on Nasdaq in 2022, ECARX now has over 1,500 employees based in 13 major locations in China, UK, USA, Brazil, Singapore, Malaysia, Sweden and Germany. To date, ECARX products can be found in approximately 10 million vehicles worldwide.

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:

Gillian Tiltman, Head of Investor Relations

Gillian.tiltman@ecarxgroup.com

Media Contacts:

ecarx@christensencomms.com

FAQ

What did ECARX (ECX) announce in this 6-K filing?

ECARX announced the full subscription of its US$100 million 2025 convertible notes. The company completed the final US$40 million tranche on February 9, 2026, following earlier tranches of US$35 million and US$25 million subscribed in November 2025.

How is the US$100 million ECARX 2025 convertible notes offering structured?

The 2025 notes total US$100 million with an initial conversion price of US$2.62 per share, subject to customary adjustments. They were purchased in three tranches by multiple investors, including SPDB International, ICBC International Investment Management, CNCB (Hong Kong) Investment, and a global investment institution.

How does the ECARX 2025 notes transaction affect its capital structure?

ECARX states the completed transaction refinanced US$65 million of previous convertible notes and added US$35 million of new funding. This shifts a portion of its financing into equity-linked debt and, according to management, strengthens its overall capital structure and liquidity position.

What additional funding has ECARX (ECX) received besides the 2025 notes?

In addition to the US$100 million 2025 convertible notes, ECARX reports a US$45.6 million strategic investment from Geely in January 2026. Management says this combination provides ample liquidity to support its global expansion and Automotive Physical AI technology initiatives.

Who invested in ECARX’s US$100 million 2025 convertible notes?

The offering was jointly purchased by SPDB International (Hong Kong) Limited, ICBC International Investment Management Limited, CNCB (Hong Kong) Investment Limited, and a global investment institution. The final US$40 million tranche was acquired by a consortium of these investors on February 9, 2026.

What strategic context did ECARX provide around the funding completion?

ECARX’s CEO highlighted two major projects with Volkswagen Group and partnerships with global luxury automotive brands. He characterized the capital commitment and the Geely investment as support for ECARX’s global expansion and its goal to lead in Automotive Physical AI technology.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 9.1 KB