ZTO Express Prices $1.5 B Convertible Notes, Forecasts 9.5%–12.9% Revenue Growth

ZTOZTO

ZTO Express priced US$1.5 billion convertible notes due 2031 at 0.925% with a 35% premium, planning to allocate up to US$1 billion for share repurchases and US$500 million for concurrent repurchase and corporate purposes. It projects FY2025 revenue of RMB48.5–50 billion (+9.5%–12.9%) and gross profit of RMB12.15–12.55 billion (−8.5%–11.4%).

1. Pricing of US$1.5 Billion Convertible Senior Notes Due 2031

On February 4, 2026, ZTO Express priced an offshore offering of US$1.5 billion in aggregate principal amount of convertible senior notes due March 1, 2031. The notes, offered to qualified institutional buyers under Regulation S, carry a fixed annual interest rate of 0.925%, payable semi-annually beginning September 1, 2026. They will rank as general senior unsecured obligations of ZTO and may be converted into Class A ordinary shares at an initial conversion rate of 32.3130 shares per US$1,000 principal amount, representing a 35.0% premium to the closing share price on pricing date. Conversion rights commence after the 40th day from original issuance, and the company may elect settlement in cash, shares, or a combination thereof.

2. Allocation of Proceeds and Share Repurchase Program

ZTO plans to deploy up to US$1.0 billion of net proceeds to refinance on-market repurchases of its Class A ordinary shares and/or ADSs under its existing repurchase program, subject to regulatory and market conditions. Approximately US$500 million will fund a concurrently executed off-market repurchase of 18.25 million Class A ordinary shares at HK$179.10 per share, cover premiums under capped call transactions designed to mitigate conversion dilution, and support general corporate purposes. The concurrent repurchase is expected to facilitate initial hedging by note purchasers and offset dilution upon future conversions.

3. Preliminary Estimated Full Year 2025 Financial Results

ZTO announced that, based on preliminary management estimates, full-year 2025 total revenues are expected to range from RMB48,500 million to RMB50,000 million, marking growth of 9.5%–12.9% over RMB44,280.7 million in 2024. Parcel volume increased to an estimated 38.52 billion shipments, up 13.3% year-over-year. However, gross profit is projected to decline by 8.5%–11.4% to a range of RMB12,150 million–RMB12,550 million, compared to RMB13,717.1 million in 2024. These figures remain subject to completion of year-end close and audit procedures, with final results to be released upon filing of the company’s 2025 annual report.

Sources

ZPPP