Alibaba raised the conversion rate on its 2031 convertible notes to 9.8915 ADSs per $1,000 on June 12, 2025

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On June 12, 2025, Alibaba Group Holding said the conversion rate of its convertible senior notes due 2031 had been adjusted from 9.7271 to 9.8915 American depositary shares (ADSs) per $1,000 of principal. Convertible notes are debt that a holder can exchange for shares, and the conversion rate is the number of ADSs received for each $1,000 of principal; the announcement said each Alibaba ADS represented eight ordinary shares and was listed on the New York Stock Exchange under the symbol BABA. The company filed the announcement on June 12, 2025 as an exhibit to a Form 6-K, the report that foreign companies listed in the US file with the SEC.1^,2^,3^,4^,5^,6

Alibaba said the adjustment followed the declaration of its 2025 dividends, announced with its results for the March quarter and fiscal year 2025 on May 15, 2025, and was made under the terms and conditions of the notes. One was an annual regular cash dividend for fiscal year 2025 of $0.13125 per ordinary share, or $1.05 per ADS. The other was a one-time extraordinary cash dividend of $0.11875 per ordinary share, or $0.95 per ADS, which the company described as a distribution of proceeds from disposition of certain businesses and financial investments.7^,8^,9^,10

The notes also carried a maximum conversion rate, which took into account make-whole adjustments for certain corporate events; it was adjusted from 12.6452 to 12.8589 ADSs per $1,000 of principal. Following the adjustments, the maximum number of ordinary shares, including in the form of ADSs, that the company could issue on full conversion of the notes, counting the make-whole adjustments, rose from 505,808,000 to 514,360,000. Alibaba said an application had been made to the Hong Kong Stock Exchange to list, and to deal in, the additional ordinary shares.11^,12^,13

The announcement referred back to Alibaba's announcements of May 23, 2024, May 24, 2024 and May 30, 2024 about the offering of the notes, and to one of August 15, 2024 about an earlier adjustment to their conversion rates. Alibaba said the terms and conditions of the notes otherwise remained unchanged.14^,15^,16