ZTO Prices US$1.5 bn Convertible Notes and Reports Mixed 2025 Estimates
ZTO estimates 2025 revenue of RMB48.5-50.0 bn, up 9.5%-12.9%, and gross profit of RMB12.15-12.55 bn, down 8.5%-11.4% year-over-year. The company priced US$1.5 bn of 0.925% convertible senior notes due 2031, earmarking up to US$1 bn of net proceeds for share repurchases.
1. ZTO Reports Preliminary Full Year 2025 Results
ZTO Express today provided preliminary estimates for full year 2025, projecting total revenues of RMB48,500.0 million to RMB50,000.0 million, representing growth of approximately 9.5% to 12.9% over RMB44,280.7 million in 2024. The company anticipates parcel volumes to increase from 34.01 billion shipments in 2024 to 38.52 billion in 2025, a year-over-year rise of 13.3%, driven by continued expansion of e-commerce penetration in lower-tier Chinese cities. Gross profit is estimated between RMB12,150.0 million and RMB12,550.0 million, down 8.5% to 11.4% from RMB13,717.1 million in the prior year as the company absorbed higher fuel and labor costs and invested in network capacity upgrades. Management cautions that these figures remain unaudited and subject to adjustment upon completion of year-end closing processes.
2. ZTO Prices US$1.5 Billion Convertible Senior Notes Due 2031
On February 4, ZTO successfully priced US$1.5 billion aggregate principal amount of convertible senior notes maturing March 1, 2031, in offshore offerings to qualified institutional buyers under Regulation S. The notes carry a fixed annual coupon of 0.925%, payable semi-annually beginning September 1, 2026, and feature an initial conversion rate equivalent to a 35.0% premium over the closing reference level on the pricing date. Holders may convert notes beginning on the 41st day after issuance up to five trading days before maturity, at the company’s option to settle in cash, ordinary shares, or a combination thereof. Redemption features include cleanup and tax-driven redemptions, as well as optional redemption from March 6, 2029, subject to share price performance.
3. Use of Proceeds and Share Repurchase Plans
ZTO plans to allocate up to US$1,000 million of net proceeds toward refinancing and on-market repurchases of Class A ordinary shares and American depositary shares under its existing buyback programs, subject to market conditions and regulatory approval. Approximately US$500 million is earmarked for a concurrent off-market repurchase of 18,254,400 Class A shares at the February 4 reference level of HK$179.10 per share, to facilitate hedging by note purchasers and mitigate dilution from conversions. Remaining funds will support capped call premiums and general corporate purposes, including further investment in last-mile network expansion and technology upgrades to maintain service quality in high-growth regions.