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 April 2026
Commission File Number: 001-36397
Weibo Corporation
(Registrant’s Name)
8/F, QIHAO Plaza, No. 8 Xinyuan S. Road
Chaoyang District, Beijing 100027
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 x Form 40-F ¨
EXPLANATORY NOTE
We filed our annual report on Form 20-F
for the fiscal year ended December 31, 2025 with the United States Securities and Exchange Commission on April 23, 2026, U.S.
Eastern Time. On April 23, 2026, Hong Kong Time, we published our annual report on the website of The Stock Exchange of Hong Kong
Limited (the “Hong Kong Stock Exchange”) for the fiscal year ended December 31, 2025 (the “HK Annual Report”).
Pursuant to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, our HK Annual Report contains supplemental
disclosure of reconciliation of the material differences between our consolidated financial statements prepared under the U.S. GAAP and
International Financial Reporting Standards, which is attached hereto as exhibit 99.1.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| |
|
| 99.1 |
|
Supplemental Disclosure—Reconciliation Between
U.S. GAAP and International Financial Reporting Standards |
SIGNATURE
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.
| |
WEIBO CORPORATION |
| |
|
| |
|
| Date: April 23, 2026 |
By: |
/s/ Fei Cao |
| |
|
Fei Cao |
| |
|
Chief Financial Officer |
Exhibit 99.1
Reconciliation between U.S. GAAP
and International Financial Reporting Standards
The
consolidated financial statements are prepared in accordance with U.S. GAAP, which differ in certain respects from International Financial
Reporting Standards (“IFRS”). The effects of material differences between the consolidated financial statements of the Group
prepared under U.S. GAAP and IFRS are as follows:
Reconciliation
of consolidated statements of comprehensive income data (in US$ thousands):
| | |
| | |
For
the Year Ended December 31, 2023 IFRS adjustments | | |
| |
| | |
Amounts
as reported under U.S. GAAP | | |
Convertible
senior notes (Note (i)) | | |
Leases
(Note (ii)) | | |
Investments
measured at fair value (Note (iii)) | | |
Share-based
compensation (Note (iv)) | | |
Redeemable
non-controlling interest (Note (v)) | | |
Amounts
as reported under IFRS | |
| Costs
and expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cost
of revenues | |
| 374,279 | | |
| — | | |
| (335 | ) | |
| — | | |
| (4,623 | ) | |
| — | | |
| 369,321 | |
| Sales
and marketing | |
| 461,421 | | |
| — | | |
| (661 | ) | |
| — | | |
| (4,112 | ) | |
| — | | |
| 456,648 | |
| Product
development | |
| 333,628 | | |
| — | | |
| (513 | ) | |
| — | | |
| (12,857 | ) | |
| — | | |
| 320,258 | |
| General
and administrative | |
| 117,574 | | |
| — | | |
| (774 | ) | |
| — | | |
| (4,301 | ) | |
| (11,586 | ) | |
| 100,913 | |
| Total
costs and expenses | |
| 1,286,902 | | |
| — | | |
| (2,283 | ) | |
| — | | |
| (25,893 | ) | |
| (11,586 | ) | |
| 1,247,140 | |
| Fair
value changes through earnings on investments, net | |
| 43,002 | | |
| — | | |
| — | | |
| 20,334 | | |
| — | | |
| — | | |
| 63,336 | |
| Interest
expense | |
| (120,070 | ) | |
| 528 | | |
| (2,956 | ) | |
| — | | |
| — | | |
| — | | |
| (122,498 | ) |
| Fair
value changes of convertible senior notes | |
| — | | |
| (39,112 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (39,112 | ) |
| Financial
expense | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (22,053 | ) | |
| (22,053 | ) |
| Income
before income tax expenses | |
| 502,782 | | |
| (38,584 | ) | |
| (673 | ) | |
| 20,334 | | |
| 25,893 | | |
| (10,467 | ) | |
| 499,285 | |
| Less:
income tax expenses | |
| 145,287 | | |
| — | | |
| — | | |
| 2,658 | | |
| — | | |
| — | | |
| 147,945 | |
| Net
income | |
| 357,495 | | |
| (38,584 | ) | |
| (673 | ) | |
| 17,676 | | |
| 25,893 | | |
| (10,467 | ) | |
| 351,340 | |
| Less:
Net income attributable to non-controlling interests | |
| 2,095 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 7,967 | | |
| 10,062 | |
| Accretion
to redeemable non-controlling interests | |
| 12,802 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (12,802 | ) | |
| — | |
| Net
income attributable to Weibo's shareholders | |
| 342,598 | | |
| (38,584 | ) | |
| (673 | ) | |
| 17,676 | | |
| 25,893 | | |
| (5,632 | ) | |
| 341,278 | |
| | |
| | |
For
the Year Ended December 31, 2024 IFRS adjustments | | |
| |
| | |
Amounts
as reported under U.S. GAAP | | |
Convertible
senior notes (Note (i)) | | |
Leases
(Note (ii)) | | |
Investments
measured at fair value (Note (iii)) | | |
Share-based
compensation (Note (iv)) | | |
Redeemable
non-controlling interest (Note (v)) | | |
Amounts
as reported under IFRS | |
| Costs
and expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cost
of revenues | |
| 369,521 | | |
| — | | |
| (293 | ) | |
| — | | |
| (2,755 | ) | |
| — | | |
| 366,473 | |
| Sales
and marketing | |
| 480,791 | | |
| — | | |
| (821 | ) | |
| — | | |
| (5,602 | ) | |
| — | | |
| 474,368 | |
| Product
development | |
| 308,747 | | |
| — | | |
| (411 | ) | |
| — | | |
| (15,679 | ) | |
| — | | |
| 292,657 | |
| General
and administrative | |
| 101,294 | | |
| — | | |
| (693 | ) | |
| — | | |
| (6,666 | ) | |
| (4,659 | ) | |
| 89,276 | |
| Total
costs and expenses | |
| 1,260,353 | | |
| — | | |
| (2,218 | ) | |
| — | | |
| (30,702 | ) | |
| (4,659 | ) | |
| 1,222,774 | |
| Fair
value changes through earnings on investments, net | |
| 18,564 | | |
| — | | |
| — | | |
| 2,563 | | |
| — | | |
| — | | |
| 21,127 | |
| Interest
expense | |
| (105,397 | ) | |
| 7,716 | | |
| (2,482 | ) | |
| — | | |
| — | | |
| — | | |
| (100,163 | ) |
| Fair
value changes of convertible senior notes | |
| — | | |
| (10,714 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,714 | ) |
| Financial
expense | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (5,305 | ) | |
| (5,305 | ) |
| Income
before income tax expenses | |
| 420,655 | | |
| (2,998 | ) | |
| (264 | ) | |
| 2,563 | | |
| 30,702 | | |
| (646 | ) | |
| 450,012 | |
| Less:
income tax expenses | |
| 110,550 | | |
| — | | |
| — | | |
| 2,471 | | |
| — | | |
| — | | |
| 113,021 | |
| Net
income | |
| 310,105 | | |
| (2,998 | ) | |
| (264 | ) | |
| 92 | | |
| 30,702 | | |
| (646 | ) | |
| 336,991 | |
| Less:
Net income attributable to non-controlling interests | |
| 2,556 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,057 | | |
| 7,613 | |
| Accretion
to redeemable non-controlling interests | |
| 6,748 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,748 | ) | |
| — | |
| Net
income attributable to Weibo's shareholders | |
| 300,801 | | |
| (2,998 | ) | |
| (264 | ) | |
| 92 | | |
| 30,702 | | |
| 1,045 | | |
| 329,378 | |
| | |
| | |
For
the Year Ended December 31, 2025 IFRS adjustments | | |
| |
| | |
Amounts
as reported under U.S. GAAP | | |
Convertible
senior notes (Note (i)) | | |
Leases
(Note (ii)) | | |
Investments
measured at fair value (Note (iii)) | | |
Share-based
compensation (Note (iv)) | | |
Redeemable
non-controlling interest (Note (v)) | | |
Amounts
as reported under IFRS | |
| Costs
and expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cost
of revenues | |
| 421,837 | | |
| — | | |
| (91 | ) | |
| — | | |
| (2,018 | ) | |
| — | | |
| 419,728 | |
| Sales
and marketing | |
| 490,434 | | |
| — | | |
| (262 | ) | |
| — | | |
| (4,781 | ) | |
| — | | |
| 485,391 | |
| Product
development | |
| 324,222 | | |
| — | | |
| (174 | ) | |
| — | | |
| (11,082 | ) | |
| — | | |
| 312,966 | |
| General
and administrative | |
| 55,898 | | |
| — | | |
| (738 | ) | |
| — | | |
| (5,194 | ) | |
| (2,750 | ) | |
| 47,216 | |
| Total
costs and expenses | |
| 1,292,391 | | |
| — | | |
| (1,265 | ) | |
| — | | |
| (23,075 | ) | |
| (2,750 | ) | |
| 1,265,301 | |
| Fair
value changes through earnings on investments, net | |
| 21,258 | | |
| — | | |
| — | | |
| 77,604 | | |
| — | | |
| — | | |
| 98,862 | |
| Interest
expense | |
| (82,442 | ) | |
| 7,680 | | |
| (1,929 | ) | |
| — | | |
| — | | |
| — | | |
| (76,691 | ) |
| Fair
value changes of convertible senior notes | |
| — | | |
| (24,823 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (24,823 | ) |
| Financial
expense | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,602 | ) | |
| (6,602 | ) |
| Income
before income tax expenses | |
| 605,596 | | |
| (17,143 | ) | |
| (664 | ) | |
| 77,604 | | |
| 23,075 | | |
| (3,852 | ) | |
| 684,616 | |
| Less:
income tax expenses | |
| 144,521 | | |
| — | | |
| — | | |
| (2,289 | ) | |
| — | | |
| — | | |
| 142,232 | |
| Net
income | |
| 461,075 | | |
| (17,143 | ) | |
| (664 | ) | |
| 79,893 | | |
| 23,075 | | |
| (3,852 | ) | |
| 542,384 | |
| Less:
Net income attributable to non-controlling interests | |
| 2,968 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,265 | | |
| 6,233 | |
| Accretion
to redeemable non-controlling interests | |
| 9,087 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (9,087 | ) | |
| — | |
| Net
income attributable to Weibo's shareholders | |
| 449,020 | | |
| (17,143 | ) | |
| (664 | ) | |
| 79,893 | | |
| 23,075 | | |
| 1,970 | | |
| 536,151 | |
Reconciliation of consolidated balance
sheets (in US$ thousands):
| | |
| | |
As
of December 31, 2024 IFRS adjustments | | |
| |
| | |
Amounts
as reported under U.S. GAAP | | |
Convertible
senior notes (Note (i)) | | |
Leases
(Note (ii)) | | |
Investments
measured at fair value (Note (iii)) | | |
Share-based
compensation (Note (iv)) | | |
Redeemable
non-controlling interest (Note (v)) | | |
Amounts
as reported under IFRS | |
| Operating
lease assets, net | |
| 154,717 | | |
| — | | |
| (2,459 | ) | |
| — | | |
| — | | |
| — | | |
| 152,258 | |
| Goodwill | |
| 162,223 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,822 | ) | |
| 151,401 | |
| Long-term
investments | |
| 1,389,199 | | |
| — | | |
| — | | |
| 57,281 | | |
| — | | |
| — | | |
| 1,446,480 | |
| Total
assets | |
| 6,504,499 | | |
| — | | |
| (2,459 | ) | |
| 57,281 | | |
| — | | |
| (10,822 | ) | |
| 6,548,499 | |
| Accrued
and other liabilities | |
| 640,207 | | |
| (374 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 639,833 | |
| Convertible
senior notes | |
| 320,803 | | |
| 41,956 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 362,759 | |
| Deferred
tax liability | |
| 61,052 | | |
| — | | |
| — | | |
| 14,022 | | |
| — | | |
| — | | |
| 75,074 | |
| Financial
liability | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 49,699 | | |
| 49,699 | |
| Total
Liabilities | |
| 2,925,613 | | |
| 41,582 | | |
| — | | |
| 14,022 | | |
| — | | |
| 49,699 | | |
| 3,030,916 | |
| Redeemable
non-controlling interest | |
| 45,103 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (45,103 | ) | |
| — | |
| Total
Weibo shareholders' equity | |
| 3,482,771 | | |
| (41,582 | ) | |
| (2,459 | ) | |
| 43,259 | | |
| — | | |
| (45,913 | ) | |
| 3,436,076 | |
| Non-controlling
interests | |
| 51,012 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 30,495 | | |
| 81,507 | |
| Total
shareholders' equity | |
| 3,533,783 | | |
| (41,582 | ) | |
| (2,459 | ) | |
| 43,259 | | |
| — | | |
| (15,418 | ) | |
| 3,517,583 | |
| Total
liabilities, redeemable non-controlling interests and shareholders' equity | |
| 6,504,499 | | |
| — | | |
| (2,459 | ) | |
| 57,281 | | |
| — | | |
| (10,822 | ) | |
| 6,548,499 | |
| | |
| | |
As
of December 31, 2025 IFRS adjustments | | |
| |
| | |
Amounts
as reported under U.S. GAAP | | |
Convertible
senior notes (Note (i)) | | |
Leases
(Note (ii)) | | |
Investments
measured at fair value (Note (iii)) | | |
Share-based
compensation (Note (iv)) | | |
Redeemable
non-controlling interest (Note (v)) | | |
Amounts
as reported under IFRS | |
| Operating
lease assets, net | |
| 153,763 | | |
| — | | |
| (3,247 | ) | |
| — | | |
| — | | |
| — | | |
| 150,516 | |
| Goodwill | |
| 169,280 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (11,293 | ) | |
| 157,987 | |
| Long-term
investments | |
| 1,663,346 | | |
| — | | |
| — | | |
| 137,300 | | |
| — | | |
| — | | |
| 1,800,646 | |
| Total
assets | |
| 7,091,186 | | |
| — | | |
| (3,247 | ) | |
| 137,300 | | |
| — | | |
| (11,293 | ) | |
| 7,213,946 | |
| Accrued
and other liabilities | |
| 634,447 | | |
| (375 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 634,072 | |
| Convertible
senior notes | |
| 323,944 | | |
| 59,100 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 383,044 | |
| Deferred
tax liability | |
| 119,302 | | |
| — | | |
| — | | |
| 12,330 | | |
| — | | |
| — | | |
| 131,632 | |
| Financial
liability | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 35,657 | | |
| 35,657 | |
| Total
Liabilities | |
| 3,083,623 | | |
| 58,725 | | |
| — | | |
| 12,330 | | |
| — | | |
| 35,657 | | |
| 3,190,335 | |
| Redeemable
non-controlling interest | |
| 32,828 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (32,828 | ) | |
| — | |
| Total
Weibo shareholders' equity | |
| 3,920,729 | | |
| (58,725 | ) | |
| (3,247 | ) | |
| 124,970 | | |
| — | | |
| (33,801 | ) | |
| 3,949,926 | |
| Non-controlling
interests | |
| 54,006 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 19,679 | | |
| 73,685 | |
| Total
shareholders' equity | |
| 3,974,735 | | |
| (58,725 | ) | |
| (3,247 | ) | |
| 124,970 | | |
| — | | |
| (14,122 | ) | |
| 4,023,611 | |
| Total
liabilities, redeemable non-controlling interests and shareholders' equity | |
| 7,091,186 | | |
| — | | |
| (3,247 | ) | |
| 137,300 | | |
| — | | |
| (11,293 | ) | |
| 7,213,946 | |
Notes:
| (i) | Convertible
senior notes |
Under
U.S. GAAP, the convertible senior notes were measured at amortized cost, with any difference between the initial carrying value and the
repayment amount recognized as interest expenses using the effective interest method over the period from the issuance date to the maturity
date. Under IFRS, the Group’s convertible senior notes were designated as at fair value through profit or loss such that the convertible
senior notes were initially recognized at fair values. Subsequent to initial recognition, the Group considered that the amounts of changes
in fair value of the convertible senior notes which were attributed to changes in own credit risk of the convertible senior notes recognized
in other comprehensive income were insignificant. Therefore, the amounts of changes in fair value of the convertible senior notes were
recognized in the profit or loss.
Under
U.S. GAAP, the amortization of the right-of-use assets and interest expense related to the lease liabilities are recorded together as
lease cost to produce a straight-line recognition effect in the income statement. Under IFRS, the amortization of the right-of-use asset
is on a straight-line basis while the interest expense related to the lease liabilities are the amount that produces a constant periodic
rate of interest on the remaining balance of the lease liability. The amortization of the right-of-use assets is recorded as lease expense
and the interest expense is required to be presented in separate line items.
| (iii) | Investments
measured at fair value |
Under
U.S. GAAP, convertible redeemable preferred shares and ordinary shares with preferential rights issued by privately-held companies without
readily determinable fair values could elect an accounting policy choice. The Group elects the measurement alternative to record these
equity investments without readily determinable fair values at cost, less impairment, and plus or minus subsequent adjustments for observable
price changes. Under IFRS, these investments were classified as financial assets at fair value through profit or loss and measured at
fair value with changes in fair value recognized through profit or loss. Fair value changes of these long-term investments were recognized
in the profit or loss.
| (iv) | Share-based
compensation |
Under
U.S. GAAP, companies are permitted to make an accounting policy election regarding the attribution method for awards with service-only
conditions and graded vesting features. The valuation method that the company uses (single award or multiple tranches of individual awards)
is not required to align with the choice in attribution method used (straight-line or accelerated tranche by tranche). Under IFRS, companies
are not permitted to choose how the valuation or attribution method is applied to awards with graded-vesting features. Companies should
treat each installment of the award as a separate grant. This means that each installment would be separately measured and attributed
to expense over the related vesting period, which would accelerate the expense recognition.
| (v) | Redeemable non-controlling
interest |
On October 31,
2020, the Group entered into a series of share purchase agreements with then existing shareholders of Shanghai Jiamian Information Technology
Co., Ltd. or JM Tech, to acquire the majority of JM Tech’s equity interest. The Group agreed to redeem the non-controlling
interests (“NCI”) held by founders and CEO of JM Tech under certain circumstances. Under US GAAP, the Group determined that
the NCI with redemption rights should be bundled and classified as redeemable NCI and mezzanine classified on the balance sheet, since
they are contingently redeemable upon the occurrence of certain conditional events, which are not solely within the control of the Group.
The redeemable NCI is recognized at fair value on the acquisition date taking into account the probability of future redemption as well
as estimated redemption amount, and such fair value includes the right of redemption, which is viewed as part of the accounting purchase
price when applying acquisition accounting. Subsequently, the Group records accretion on the redeemable NCI as a whole to the redemption
value over the period from the date of the acquisition to the date of earliest redemption. The accretion using the effective interest
method, is recorded as deemed dividends to NCI holders. Under IFRS, as it is considered that the Group undertakes the obligation to purchase
the remaining equity of JM Tech held by the founders and CEO at fair value, the risk and reward of the shares reside with non-controlling
interests in the consolidated statements. Therefore, the Company recognized the NCI at fair value as permanent equity on acquisition
date, and the fair value of such permanent equity NCI does not consider the redemption right. IFRS requires the fair value of NCI redemption
right (present value of the estimated redemption amount) to be recognized as a separate financial liability on the balance sheet because
the Group has an obligation to pay cash in the future to purchase the NCI shares. This separate financial liability is not viewed as
part of accounting purchase price when applying acquisition accounting, which resulted in lower purchase price and therefore, a lower
goodwill being recognized from the acquisition. The initial recognition of this financial liability is a reduction of the parent’s
equity. Subsequent changes in the carrying amount of the financial liability are recognized as finance charges in the income statement.