Alibaba Group Announces Completion of Offering of Approximately US$3.2 Billion of Zero Coupon Convertible Senior Notes (Form 6-K)

Alibaba Group Announces Completion of Offering of Approximately US$3.2 Billion of Zero Coupon Convertible Senior Notes

Hong Kong, China, September 17, 2025 - Alibaba Group Holding Limited (NYSE: BABA and HKEX: 9988 (HKD Counter) and 89988 (RMB Counter), "Alibaba," "Alibaba Group" or the "Company") today announced the completion of its offering (the "Notes Offering") of approximately US$3.2 billion aggregate principal amount of Zero Coupon Convertible Senior Notes due 2032 (the "Notes") to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act").

Alibaba Group will use the net proceeds from the Notes Offering for general corporate purposes, with a strategic focus on strengthening its cloud infrastructure capabilities and international commerce business operations.

The initial conversion rate for the Notes is 5.1773 ADSs per US$1,000 principal amount of the Notes, which is equivalent to an initial conversion price of US$193.15 per ADS. The initial conversion price represents a premium of 31.25% over the closing price of the ordinary shares on the Hong Kong Stock Exchange on the date of pricing, converted to U.S. dollars at a rate of HK$7.7901 to US$1 and multiplied by eight, the ordinary-share-to-ADS ratio (the "Reference Share Price"). To reduce the potential dilutive effect of the Notes and/or any cash required to be paid by the Company to settle any converted Notes, the Company purchased from several initial purchasers and/or their affiliates capped call options that effectively increase the conversion price of the Notes to an initial "cap price" of US$235.46 per ADS. The initial cap price represents a premium of 60% to the Reference Share Price, and is subject to certain customary adjustments.

The conversion rate is subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date or following our delivery of a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or such notice of redemption, as the case may be.

The Notes, the ADSs deliverable upon conversion of the Notes, if any, and the ordinary shares represented thereby or deliverable upon conversion of the Notes in lieu thereof (collectively, the "Securities"), have not been and will not be registered under the Securities Act or any U.S. state securities laws, and are being offered and sold to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.