UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

 

FORM6-K

 

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

 

Forthe month of June 2025

 

 

 

CommissionFile Number: 001-38269

 

 

 

FinVolutionGroup

 

BuildingG1, No. 999 Dangui Road

PudongNew District, Shanghai 201203

ThePeople’s Republic of China

(Addressof principal executive offices)

 

Indicateby check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

 

 

 

 

 

 

SIGNATURES

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

 

FinVolution Group

     
  By:

/s/ Jiayuan Xu

  Name: Jiayuan Xu
  Title: Chief Financial Officer

 

Date:June 25, 2025

 

 

 

 

ExhibitIndex

 

Exhibit 99.1—Press Release—FinVolution Group Announces Completion of Offering of US$150 Million Convertible Senior Notes

 

 

 

Exhibit99.1

 

FinVolutionGroup Announces Completion of Offering of US$150 Million Convertible Senior Notes

 

SHANGHAI,June 24, 2025 /PRNewswire/ — FinVolution Group (“FinVolution” or the “Company”) (NYSE: FINV), a leadingfintech platform in China, Indonesia and the Philippines, today announced the completion of its offering (the “Notes Offering”)of convertible senior notes in an aggregate principal amount of US$150 million due 2030 (the “Notes”), including the initialpurchasers’ full exercise of option to purchase an additional US$20 million in aggregate principal amount of the Notes. The Noteshave been offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Actof 1933, as amended (the “Securities Act”).

 

TheCompany plans to use the net proceeds from the Notes Offering for (i) international business expansions, (ii) replenishment ofworking capital, and (iii) funding the repurchase of American Depositary Shares (“ADSs”) of the Company concurrentlywith the pricing of the Notes, from certain purchasers of the Notes in off-market privately negotiated transactions effectedthrough one of the initial purchasers or its affiliates, as the Company’s agent, pursuant to the Company’s existingshare repurchase programs announced in August 2023 and March 2025.

 

TheNotes will be senior, unsecured obligations of the Company and bear interest at a rate of 2.50% per year, payable semi-annually in arrearson January 1 and July 1 of each year, beginning on January 1, 2026. The Notes will mature on July 1, 2030 unless repurchased, redeemed,or converted in accordance with their terms prior to such date.

 

Theinitial conversion rate of the Notes is 80.8865 ADSs per US$1,000 principal amount of the Notes, which is equivalent to an initial conversionprice of approximately US$12.36 per ADS.

 

TheNotes, the ADSs deliverable upon conversion of the Notes, if any, and the Class A ordinary shares represented thereby have not been andwill not be registered under the Securities Act, or any securities laws of any other places. They may not be offered or sold within theUnited States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemptionfrom registration provided by Rule 144A under the Securities Act.

 

Thispress release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a saleof the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

 

AboutFinVolution Group

 

FinVolutionGroup is a leading fintech platform with strong brand recognition in China, Indonesia and the Philippines, connecting borrowers of theyoung generation with financial institutions. Established in 2007, the Company is a pioneer in China’s online consumer financeindustry and has developed innovative technologies and has accumulated in-depth experience in the core areas of credit risk assessment,fraud detection, big data and artificial intelligence. The Company’s platforms, empowered by proprietary cutting-edge technologies,features a highly automated loan transaction process, which enables a superior user experience. As of March 31, 2025, the Company had216.2 million cumulative registered users across China, Indonesia and the Philippines.

 

Formore information, please visit https://ir.finvgroup.com.

 

 

 

 

SafeHarbor Statement

 

Thispress release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaningof Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Actof 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”“future,” “intends,” “plans,” “believes,” “estimates,” “target,”“confident” and similar statements. Such statements are based upon management’s current expectations and current marketand operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which aredifficult to predict and many of which are beyond the Company’s control. Forward-looking statements involve risks, uncertaintiesand other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks anduncertainties include, but are not limited to, uncertainties as to the Company’s ability to attract and retain borrowers and investorson its marketplace, its ability to increase volume of loans facilitated through the Company’s marketplace, its ability to introducenew loan products and platform enhancements, its ability to compete effectively, laws, regulations and governmental policies relatingto the online consumer finance industry in China, general economic conditions in China, and the Company’s ability to meet the standardsnecessary to maintain listing of its ADSs on the NYSE, including its ability to cure any non-compliance with the NYSE’s continuedlisting criteria. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filingswith the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release,and FinVolution does not undertake any obligation to update any forward-looking statement as a result of new information, future eventsor otherwise, except as required under applicable law.

 

Forinvestor and media inquiries, please contact:

 

InChina:

 

FinVolutionGroup

Headof Capital Markets

YamCheng

Tel:+86 (21) 8030-3200 Ext. 8601

E-mail:ir@xinye.com

 

PiacenteFinancial Communications

JennyCai

Tel:+86 (10) 6508-0677

E-mail:finv@tpg-ir.com

 

Inthe United States:

 

PiacenteFinancial Communications

BrandiPiacente

Tel:+1-212-481-2050

E-mail:finv@tpg-ir.com

 

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