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: 001-37922
ZTO Express (Cayman) Inc.
Building One, No. 1685 Huazhi Road
Qingpu District
Shanghai, 201708
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 ¨
Exhibit Index
Exhibit 99.1—Press Release—ZTO Announces Certain Preliminary Estimated Full Year 2025 Financial Results
Exhibit 99.2—Press Release—ZTO Announces Proposed Offering of US$1.5 Billion Convertible Senior Notes
Exhibit 99.3—HKEx Inside Information Announcement—Proposed Offering of US$1.5 billion Converitible Senior Notes, Capped Call Transactions and Concurrent Share Repurchase
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.
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ZTO Express (Cayman) Inc. |
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By |
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/s/ Huiping Yan |
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Name |
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Huiping Yan |
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Title |
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Chief Financial Officer |
Date: February 4, 2026
Exhibit 99.1
ZTO Announces
Certain Preliminary Estimated Full Year 2025 Financial Results
SHANGHAI, February 4, 2026 /PRNewswire/
-- ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057), a leading and fast-growing express delivery company in China ("ZTO"
or the "Company"), today announced certain preliminary estimated financial results for the full year of 2025. Based on currently
available information, the Company estimates that:
| · | its
total revenues to range from RMB48,500.0 million to RMB50,000.0 million
in 2025, an increase of approximately 9.5% to 12.9% from RMB44,280.7 million in 2024; and |
| · | its
gross profit to range from RMB12,150.0 million to RMB12,550.0 million in 2025, a decrease of approximately 8.5% to 11.4% from RMB13,717.1
million in 2024. |
The estimated growth in total revenues
is primarily driven by the increase in parcel volumes from 34.01 billion in 2024 to 38.52 billion in 2025, representing a year-over-year
increase of 13.3%.
The estimates presented above are preliminary
and subject to revision based upon the completion of the Company’s year-end financial closing process and its consolidated financial
statements and are not meant to be comprehensive for the relevant periods. These preliminary estimates have been prepared by the Company’s
management based upon the most current information available to them. Such preliminary estimates have not been subject to any audit procedures,
review procedures, or any procedures by the Company’s independent registered public accounting firm, who has not expressed any
opinion or any other form of assurance on such information and assumes no responsibility for, and disclaims any association with, the
preliminary estimates. The actual results for the fourth quarter and full year ended December 31, 2025 will not be available until a
later time. These estimates involve risks and uncertainties and are subject to change based on the Company’s ongoing review.
The information presented herein should
not be considered a substitute for the financial information to be filed with the SEC in the Company’s earnings release for the
fourth quarter and full year 2025 financial results (the “Q4 and Full Year 2025 Earnings Release”) once it becomes available.
The Company has no intention or obligation to update the preliminary estimated financial results in this press release prior to issuing
the Q4 and Full Year 2025 Earnings Release.
About ZTO
ZTO Express
(Cayman) Inc. (NYSE: ZTO and SEHK: 2057) ("ZTO" or the "Company") is a leading and fast-growing express delivery
company in China. ZTO provides express delivery service as well as other value-added logistics services through its extensive and reliable
nationwide network coverage in China.
ZTO operates
a highly scalable network partner model, which the Company believes is best suited to support the significant growth of e-commerce in
China. The Company leverages its network partners to provide pickup and last-mile delivery services, while controlling the mission-critical
line-haul transportation and sorting network within the express delivery service value chain.
For more information,
please visit http://zto.investorroom.com.
Safe Harbor
Statement
This press
release contains statements that may constitute "forward-looking" statements pursuant to the "safe harbor" provisions
of the U.S. Private Securities Litigation Reform Act of 1995. ZTO may also make forward-looking statements in the Company's periodic
reports to the U.S. Securities and Exchange Commission (the "SEC"), in its interim and annual reports to shareholders,
in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the "Hong Kong
Stock Exchange"), in press releases and other written materials and in oral statements made by its officers, directors or employees
to third parties. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking
statements. These forward-looking statements can be identified by terminology, such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "confidence," "estimates," "likely
to" and similar statements. Forward-looking statements involve inherent risks and uncertainties. Among other things, the terms of
the Notes, and whether the Company will complete the Notes Offering, are forward-looking statements. A number of important factors could
cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include,
but are not limited to, the development of the e-commerce industry in China, its significant reliance on the Alibaba ecosystem,
risks associated with its network partners and their employees and personnel, intense competition which could adversely affect the Company's
results of operations and market share, any service disruption of the Company's sorting hubs or the outlets operated by its network partners
or its technology system. Further information regarding these and other risks is included in ZTO's annual report on Form 20-Fs and other
filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release is current as of the date hereof,
and ZTO assumes no obligation to update such information, except as required under applicable law.
For investor
and media inquiries, please contact:
ZTO Express
(Cayman) Inc.
Investor Relations
E-mail: ir@zto.com
Phone: +86 21 5980 4508
SOURCE ZTO
Express (Cayman) Inc.
