Li Auto (NYSE: LI) repurchases $716.8M of 0.25% 2028 notes, $145.7M remain

Rhea-AI Filing Summary

Li Auto Inc. completed a repurchase of its 0.25% Convertible Senior Notes due 2028 under a put right, with $716,800,000 aggregate principal validly surrendered and paid.

The Put Right expired at April 29, 2026. After settlement, $145,700,000 aggregate principal amount of the Notes remain outstanding and continue under the existing Indenture and Note terms.

Insights

Corporate Finance Analyst

Repurchase reduces outstanding convertible debt to a residual principal of $145.7M.

The filing reports a completed cash repurchase of convertible notes with $716,800,000 surrendered under the Put Right that expired on April 29, 2026. Cash was forwarded to the paying agent for distribution to holders.

Key dependencies include final settlement mechanics and continued treatment of the remaining $145,700,000 principal under the Indenture; subsequent disclosures may describe any accounting or liquidity effects.

Key Figures

Repurchased principal: $716,800,000 Remaining outstanding principal: $145,700,000 Put Right expiration: April 29, 2026

3 metrics

Repurchased principal $716,800,000 aggregate principal surrendered and paid under the Put Right

Remaining outstanding principal $145,700,000 aggregate principal remaining outstanding after repurchase

Put Right expiration April 29, 2026 expiration date and time of the Put Right (5:00 p.m. New York City time)

Key Terms

Put Right, Repurchase Price, Indenture

3 terms

Put Right financial

"the Company’s Put Right Notice to the holders of the Notes"

To put right means to fix a problem or make something conform to rules, contracts, or expectations, such as correcting an accounting error, repairing defective products, or resolving a regulatory breach. For investors, how a company puts things right matters because the speed, cost and thoroughness of the fix affect future profits, legal exposure and trust—think of it as a leak being repaired: the quicker and better the repair, the less damage to the house and its value.

Repurchase Price financial

"US$716,800,000 aggregate principal amount of the Notes (the "Repurchase Price")"

Repurchase price is the amount a company or counterparty pays to buy back a security, typically a share of stock or a bond, from the holder. Think of it like a store offering to buy back a product at a set sticker price; that number tells investors how much cash the seller will receive and how much the buyer must spend. It matters because the repurchase price affects a company’s cash position, the number of shares outstanding and therefore per-share earnings and ownership percentages, so it can change the value and returns for existing investors.

Indenture regulatory

"existing terms of the Indenture and the Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 06:22 AM Learn about SEC filing dates

FAQ

What did Li Auto (LI) disclose about the notes repurchase?

Li Auto disclosed a cash repurchase of $716,800,000 aggregate principal surrendered under the put right. The Put Right expired on April 29, 2026 and cash was forwarded to the paying agent for distribution to holders.

How much of the 0.25% convertible notes remain outstanding for LI after the repurchase?

Following settlement, $145,700,000 aggregate principal amount of the Notes remain outstanding. Those remaining Notes continue to be governed by the existing Indenture and the terms of the Notes.

When did the Put Right for LI's 0.25% Convertible Senior Notes expire?

The Put Right expired at 5:00 p.m., New York City time, on April 29, 2026. The company reported the final results in an amendment to its Schedule TO filed April 30, 2026.

Who handled payment and settlement for LI's repurchase of notes?

Deutsche Bank Trust Company Americas served as the paying agent. Li Auto forwarded cash in payment of the repurchase price to the paying agent for distribution to holders who validly exercised their Put Right.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO
(Amendment No. 1)

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Li Auto Inc.

(Name of Subject Company (Issuer))

Li Auto Inc.

(Name of Filing Person (Issuer))

0.25% Convertible Senior Notes due 2028

(Title of Class of Securities)

50202M AB8

(CUSIP Number of Class of Securities)

Tie Li

Chief Financial Officer

Li Auto Inc.

11 Wenliang Street
Shunyi District, Beijing 101399
People’s Republic of China

+86 (10) 8742-7209

with copy to:

Haiping Li, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F, Edinburgh Tower

The Landmark

15 Queen’s Road Central

Hong Kong

+852 3740-4700

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTORY STATEMENT

This Amendment No. 1 to the Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO that was initially filed by Li Auto Inc. (the “Company”) on March 27, 2026 (the “Schedule TO”) relating to the Company’s 0.25% Convertible Senior Notes due 2028 (the “Notes”). This Amendment No. 1 relates to the final results of the Company’s repurchase of the Notes that have been validly surrendered for repurchase and not withdrawn pursuant to the Company’s Put Right Notice to the holders of the Notes (the “Holders”) dated March 27, 2026 (the “Put Right Notice”). The information contained in the Schedule TO, including the Put Right Notice, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.

This Amendment No. 1 amends and supplements the Schedule TO as set forth below and constitutes the final amendment to the Schedule TO. This Amendment No. 1 is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

ITEM 11. ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:

The Put Right expired at 5:00 p.m., New York City time, on Wednesday, April 29, 2026 (the “Expiration Date”). The Company has been advised by Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), that pursuant to the terms of the Put Right Notice, US$716,800,000 aggregate principal amount of the Notes (the “Repurchase Price”) were validly surrendered and not withdrawn as of the Expiration Date. The Company has forwarded cash in payment of the Repurchase Price to the Paying Agent for distribution to the Holders that had validly exercised their Put Right. Following settlement of the repurchase, US$145,700,000 aggregate principal amount of the Notes will remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.

ITEM 12. EXHIBITS.

(a)(1)* Put Right Notice to Holders of 0.25% Convertible Senior Notes due 2028 issued by the Company, dated as of March 27, 2026.

(a)(5)(A)* Press Release issued by the Company, dated as of March 27, 2026.

(a)(5)(B)† Press Release issued by the Company, dated as of April 30, 2026.

(b) Not applicable.

(d) Indenture, dated as of April 12, 2021, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.22 to the Company’s annual report on Form 20-F (File No. 001-39407) filed with the Securities and Exchange Commission on April 19, 2022).

(g) Not applicable.

(h) Not applicable.

107† Filing Fee Table.

*      Previously filed.
†      Filed herewith.

EXHIBIT INDEX

Exhibit No.		Description
(a)(1)*		Put Right Notice to Holders of 0.25% Convertible Senior Notes due 2028 issued by the Company, dated as of March 27, 2026.
(a)(5)(A)*		Press Release issued by the Company, dated as of March 27, 2026.
(a)(5)(B)†		Press Release issued by the Company, dated as of April 30, 2026.
(d)		Indenture, dated as of April 12, 2021, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.22 to the Company’s annual report on Form 20-F (File No. 001-39407) filed with the Securities and Exchange Commission on April 19, 2022).
107†		Filing Fee Table.

*      Previously filed.
†      Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Li Auto Inc.
	By:	/s/ Tie Li
	Name:	Tie Li
	Title:	Director and Chief Financial Officer

Dated: April 30, 2026