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Alibaba sells ZTO ADS at $20.02 on NYSE

Alibaba-affiliated entities now report owning 6.1% of ZTO Express after significant ADS sales on September 21, 2026.

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

ZTO Express (Cayman) Inc. (ZTO) is the subject of an amended Schedule 13D filing in which Alibaba Group Holding Limited and affiliated entities report beneficial ownership of 46,941,287 Class A ordinary shares, representing 6.1% of ZTO’s total issued and outstanding Class A and Class B ordinary shares.

The filing details that Alibaba’s interest is held through Alibaba ZT Investment Limited, Cainiao Smart Logistics Investment Limited, New Retail Strategic Opportunities Investments 2 Limited, Taobao China Holding Limited, and Cainiao Smart Logistics Network (Hong Kong) Limited. On September 21, 2026, Alibaba ZT Investment Limited sold 23,391,178 ZTO Class A shares and New Retail Strategic Opportunities Investments 2 Limited sold 1,608,822 ZTO Class A shares, each in the form of ADSs at $20.02 per ADS, through broker transactions on the New York Stock Exchange under Rule 144.

Positive

  • None.

Negative

  • None.

Filing Explained

After the September 21 sales, Alibaba’s reporting group still holds 6.1%, remaining above the five-percent disclosure threshold.

The September 22 amendment reports completed September 21 sales by two Alibaba affiliates and states that the reporting group still beneficially owns 46,941,287 ZTO Class A shares, or 6.1% of the combined Class A and Class B shares.

That remaining stake is still above the 5% ownership level covered by Schedule 13D disclosures, so the filing does not show Alibaba’s reported position falling below that threshold.

The reported ownership is shared across Alibaba Group Holding Limited and five affiliated entities: the cover pages show shared voting and shared dispositive power, with zero sole voting or dispositive power reported by each person.

Beneficial ownership by Alibaba Group and affiliates 46,941,287 shares Class A ordinary shares of ZTO beneficially owned as reported in the amended Schedule 13D
Ownership percentage 6.1% Portion of ZTO’s total issued and outstanding Class A and Class B ordinary shares held by Alibaba-related entities
Total ZTO shares outstanding 763,430,906 shares Total issued and outstanding Class A and Class B ordinary shares used to calculate ownership percentages
Shares held by Alibaba ZT Investment Limited 34,479,192 shares ZTO Class A ordinary shares beneficially owned via Alibaba ZT Investment Limited (4.5% of total shares)
Shares held by Cainiao Smart Logistics Investment Limited 5,787,037 shares ZTO Class A ordinary shares beneficially owned via Cainiao Smart Logistics Investment Limited (0.8% of total shares)
Shares held by New Retail Strategic Opportunities Investments 2 Limited 3,020,808 shares ZTO Class A ordinary shares beneficially owned via NRF (0.4% of total shares)
ADS sale by Alibaba ZT Investment Limited 23,391,178 ADS-equivalent shares ZTO Class A ordinary shares in ADS form sold on September 21, 2026 through broker transactions on NYSE
ADS sale by NRF 1,608,822 ADS-equivalent shares ZTO Class A ordinary shares in ADS form sold on September 21, 2026 through broker transactions on NYSE
ADS sale price $20.02 per ADS Price for ZTO ADSs sold by Alibaba ZT Investment Limited and NRF on September 21, 2026
beneficial owner financial
"AGHL is deemed to be the beneficial owner of the 46,941,287 Class A ordinary shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Schedule 13D regulatory
"This Amendment No.1 constitutes a filing on behalf of each of"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
American depositary shares financial
"each in the form of ADSs at a price of $20.02 per ADS"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Rule 144 regulatory
"through broker transactions on the New York Stock Exchange under Rule 144 promulgated"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
joint filing agreement regulatory
"The agreement among the Reporting Persons relating to the joint filing of this Amendment No.1"
reporting person regulatory
"the "Reporting Persons"), with respect to Class A Ordinary Shares"

FAQ

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

What percentage of ZTO (ZTO) does Alibaba Group now beneficially own?

Alibaba Group Holding Limited and affiliated entities report beneficial ownership of 46,941,287 ZTO Class A ordinary shares, representing 6.1% of ZTO’s total issued and outstanding Class A and Class B ordinary shares, based on 763,430,906 total shares cited in the filing.

At what price were the ZTO (ZTO) ADSs sold by Alibaba-affiliated entities?

The ZTO American depositary shares sold by Alibaba ZT Investment Limited and New Retail Strategic Opportunities Investments 2 Limited on September 21, 2026 were sold at a price of $20.02 per ADS in broker transactions on the New York Stock Exchange under Rule 144.

How is Alibaba Group’s ZTO (ZTO) stake allocated among its subsidiaries?

The filing attributes 34,479,192 ZTO shares to Alibaba ZT Investment Limited, 5,787,037 to Cainiao Smart Logistics Investment Limited, 3,020,808 to New Retail Strategic Opportunities Investments 2 Limited, 3,322,050 to Taobao China Holding Limited, and 332,200 to Cainiao Smart Logistics Network (Hong Kong) Limited.

What total share count for ZTO (ZTO) does the 13D/A use to compute Alibaba’s ownership percentage?

The reported 6.1% ownership by Alibaba Group and affiliates is calculated using 763,430,906 total issued and outstanding Class A and Class B ordinary shares of ZTO Express (Cayman) Inc., as referenced from a Form 6-K furnished on September 21, 2026.

Under which rule were the ZTO (ZTO) ADS sales by Alibaba-affiliated entities executed?

The sales of ZTO Class A ordinary shares in the form of ADSs by Alibaba ZT Investment Limited and New Retail Strategic Opportunities Investments 2 Limited on September 21, 2026 were executed through broker transactions on the New York Stock Exchange under Rule 144 of the Securities Act of 1933.

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

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G9897K105

(CUSIP Number)
Jinwei Zhang
26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay
Hong Kong, K3, 000000
852 2215 5100


Ming Kong, Esq
31st Floor, Edinburgh Tower, The Landmark, 15 Queen's Road Central
Hong Kong, K3, 000000
852 2526 6895

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
09/21/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
The figure reported in Rows 8, 10 and 11 consists of (i) 34,479,192 Class A ordinary shares directly held by Alibaba ZT Investment Limited ("AZIL"), (ii) 5,787,037 Class A ordinary shares directly held by Cainiao Smart Logistics Investment Limited ("Cainiao Investment"), (iii) 3,020,808 Class A ordinary shares directly held by New Retail Strategic Opportunities Investments 2 Limited ("NRF"), (iv) 3,322,050 Class A ordinary shares directly held by Taobao China Holding Limited ("Taobao"), and (v) 332,200 Class A ordinary shares directly held by Cainiao Smart Logistics Network (Hong Kong) Limited ("Cainiao HK"). AGHL is deemed to be the beneficial owner of the 46,941,287 Class A ordinary shares held by AZIL, Cainiao Investment, NRF, Taobao and Cainiao HK. The percentage reported in Row 13 is calculated based on 763,430,906 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, according to the Company's current report on Form 6-K furnished on September 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage reported in Row 13 is calculated based on 763,430,906 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, according to the Company's current report on Form 6-K furnished on September 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage reported in Row 13 is calculated based on 763,430,906 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, according to the Company's current report on Form 6-K furnished on September 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage reported in Row 13 is calculated based on 763,430,906 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, according to the Company's current report on Form 6-K furnished on September 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage reported in Row 13 is calculated based on 763,430,906 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, according to the Company's current report on Form 6-K furnished on September 21, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage reported in Row 13 is calculated based on 763,430,906 total issued and outstanding Class A and Class B ordinary shares, par value US$0.0001 per share, according to the Company's current report on Form 6-K furnished on September 21, 2026.


SCHEDULE 13D


Alibaba Group Holding Limited
Signature:/s/ Jinwei Zhang
Name/Title:Jinwei Zhang / Authorized Signatory
Date:09/22/2026
Alibaba ZT Investment Limited
Signature:/s/ Lei Jin
Name/Title:Lei Jin / Authorized Signatory
Date:09/22/2026
Cainiao Smart Logistics Investment Limited
Signature:/s/ Lin Wan
Name/Title:Lin Wan / Director
Date:09/22/2026
New Retail Strategic Opportunities Investments 2 Limited
Signature:/s/ David Egglishaw
Name/Title:David Egglishaw / Director
Date:09/22/2026
Taobao China Holding Limited
Signature:/s/ Lei Jin
Name/Title:Lei Jin / Authorized Signatory
Date:09/22/2026
Cainiao Smart Logistics Network (Hong Kong) Limited
Signature:/s/ Lin Wan
Name/Title:Lin Wan / Director
Date:09/22/2026

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