ZTO Express (Cayman) Inc. (2057) announced the pricing of US$1.5 billion in aggregate principal amount of convertible senior notes due 2031 on February 4, 2026. The notes bear interest at 0.925% per year and will mature on March 1, 2031, with holders able to convert after a specified period into cash, Class A ordinary shares, or a combination of both. The initial conversion price is approximately US$30.9473 per share (equivalent to HK$241.79), reflecting a premium of 37.5% over the previous ADS closing price of US$22.51 on the NYSE. ZTO expects to raise around US$1,404.1 million in net proceeds after deducting fees and expenses.

ZTO also entered into capped call transactions with affiliates of the initial purchasers, generally designed to reduce potential shareholding dilution from the convertible notes. The associated cap is initially set at US$35.9906. Concurrently, ZTO agreed to repurchase approximately 18,254,400 Class A ordinary shares from certain purchasers of the notes at HK$179.10 per share. These repurchased shares will be canceled and the transaction will be funded by part of the offering’s net proceeds.

According to the announcement, the notes are set to be offered to non-U.S. persons outside the United States under Regulation S of the Securities Act and rated A3 by Moody’s and A- by Fitch. ZTO will apply to the Vienna MTF operated by the Vienna Stock Exchange for listing of the notes and to the Hong Kong Stock Exchange for the listing of any Class A ordinary shares deliverable upon conversion. The company, listed on both the NYSE and the Hong Kong Stock Exchange, highlights that it intends to leverage proceeds for near-term share repurchases, the capped call transactions, and general corporate purposes, reflecting confidence in its long-term strategy and growth outlook.