ZTO Express (Cayman) Inc. has priced US$1.5 billion of convertible senior notes due 2031, bearing interest of 0.925% per year, payable semiannually. The notes are senior unsecured and sold to non-U.S. qualified institutional buyers in offshore transactions.
The initial conversion rate is 32.3130 Class A ordinary shares per US$1,000 of notes, equal to a conversion price of about HK$241.79, a roughly 35% premium to the HK$179.10 closing share price on February 4, 2026. ZTO plans to use up to US$1,000 million of proceeds for on-market share and ADS repurchases under existing programs and about US$500 million for a concurrent share repurchase, capped call premiums and general corporate purposes.
As part of the deal, ZTO will repurchase 18,254,400 Class A shares at HK$179.10 per share in privately negotiated transactions and has entered into capped call transactions designed to limit dilution or extra cash outlay upon conversion, subject to a cap initially set at US$35.9906.
ZTO Express has filed a 6-K that includes preliminary estimates for its full-year 2025 performance. The company highlights that estimated growth in total revenues is mainly driven by parcel volumes rising from 34.01 billion in 2024 to 38.52 billion in 2025, a 13.3% year-over-year increase.
Management stresses these figures are preliminary, unaudited, and subject to change after the year-end closing process and external review. Final results for the fourth quarter and full year 2025 will be released later in a dedicated earnings announcement.
ZTO Express (Cayman) Inc. filed a Form 6-K to share a press release about its 2026 National Network Conference held at its Shanghai headquarters. Management reviewed 2025 performance and outlined operating priorities for 2026, aligned with the State Post Bureau’s 2026 National Postal Work Conference and the “15th Five-Year Plan” period.
In 2025, ZTO handled 38.52 billion parcels, a 13.3% year-over-year increase, maintaining a leading industry position by business scale for the tenth consecutive year. The company also reported that its platform reverse logistics business registered doubled growth, reflecting increasing trust from platform clients and consumers.
For 2026, ZTO highlighted a philosophy of balancing quality and development, focusing on operational safety, service enhancement, network optimization, efficiency, workforce unity, and stronger execution. Chairman Meisong Lai described the express delivery sector as a promising “sunrise” industry moving from pure volume growth toward higher-quality, integrated logistics.
ZTO Express (Cayman) Inc. reported a board change, with Mr. Tsun-Ming Daniel Kao resigning as an independent director and member of the nominating and corporate governance committee, effective December 31, 2025. The company states that Mr. Kao is stepping down to devote more time to other professional endeavors and that his resignation is not due to any disagreement with the board or the company. ZTO expresses appreciation for his service and extends best wishes for his future plans.
ZTO ES HOLDING LIMITED has filed a Form 144 indicating an intention to sell up to 300,000 American Depositary Receipts (ADRs) of the issuer through Goldman Sachs & Co. LLC on the NYSE. The ADRs to be sold have an aggregate market value of 6,261,000 based on the figures shown, compared with 598,368,490 ADRs reported as outstanding. The underlying Class A ordinary shares were originally acquired from the issuer by purchase for cash on 06/28/2016.
Over the past three months, the same seller reported additional ADR sales, including 80,397 ADRs on 09/23/2025 for gross proceeds of 1,493,165.24 and 40,473 ADRs on 11/24/2025 for gross proceeds of 789,381.34. By signing, the seller represents that they are not aware of any undisclosed material adverse information about the issuer’s operations.