6-K
Qfin Holdings, Inc. (QFIN)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number 001-38752
Qfin Holdings, Inc.
(Translation of registrant’s name into English)
Building 1, No. 98 Qingyijiang Road
Putuo District, Shanghai 200333
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
EXPLANATORY NOTE
Qfin Holdings, Inc. (the “Company”) filed its annual report on Form 20-F for the fiscal year ended December 31, 2025 with the United States Securities and Exchange Commission on April 27, 2026, U.S. Eastern Time. On April 28, 2026, Hong Kong Time, the Company also published its annual report for the fiscal year ended December 31, 2025 (the “HK Annual Report”) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HKEX Listing Rules”). Pursuant to the HKEX Listing Rules, the HK Annual Report contains supplemental disclosure of reconciliation of the material differences between the consolidated financial statements of the Company prepared under the U.S. GAAP and International Financial Reporting Standards, which has been attached hereto as exhibit 99.1.
Exhibit Index
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Qfin Holdings, Inc. | ||
|---|---|---|
| By: | /s/ Alex Xu | |
| Name: | Alex Xu | |
| Title: | Director and Chief Financial Officer | |
| Date: April 27, 2026 |
Exhibit 99.1
RECONCILIATIONBETWEEN U.S. GAAP AND IFRS ACCOUNTING STANDARDS
The consolidated financial statements are prepared in accordance with U.S. GAAP, which differ in certain respects from IFRS Accounting Standards issued by the International Accounting Standards Board. The effects of material differences between the financial statements of the Group prepared under U.S. GAAP and IFRS Accounting Standards are as follows:
| Year ended December 31, 2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IFRS adjustments | ||||||||||||||
| Consolidated Statement of Operations | Amounts<br> as<br><br> reported<br><br> under <br><br>U.S. GAAP | Expected<br> <br><br>credit<br><br> losses, <br><br>net of tax | Effective<br><br><br> interest<br><br> rate <br><br>on loans<br><br> receivable,<br><br> net of tax | Share-based<br><br><br> compensation | Financial<br><br><br> guarantee,<br><br> net of tax | Amounts<br> as<br><br> reported<br><br> under<br><br> IFRS | ||||||||
| (In thousands of Renminbi (“RMB”)) | ||||||||||||||
| (Note i) | (Note ii) | (Note iii) | (Note iv) | |||||||||||
| RMB | RMB | RMB | RMB | RMB | RMB | |||||||||
| Revenue, net of value-added tax and related surcharges: | ||||||||||||||
| Credit driven services | 11,719,027 | - | (105,947 | ) | - | - | 11,613,080 | |||||||
| Financing income | 6,636,511 | - | (105,947 | ) | - | - | 6,530,564 | |||||||
| Total net revenue | 17,165,656 | - | (105,947 | ) | - | - | 17,059,709 | |||||||
| Operating costs and expenses: | ||||||||||||||
| Facilitation, origination and servicing | 2,900,704 | - | - | (24,992 | ) | - | 2,875,712 | |||||||
| Sales and marketing | 1,725,877 | - | - | (2,352 | ) | - | 1,723,525 | |||||||
| General and administrative | 449,505 | - | - | (8,028 | ) | - | 441,477 | |||||||
| Provision for loans receivable | 2,773,323 | (75,771 | ) | - | - | - | 2,697,552 | |||||||
| Provision for financial assets receivable | 296,857 | - | - | - | 68,598 | 365,455 | ||||||||
| Provision for contingent liabilities | 478,404 | 518,454 | - | - | - | 996,858 | ||||||||
| Total operating costs and expenses | 9,637,086 | 442,683 | - | (35,372 | ) | 68,598 | 10,112,995 | |||||||
| Income from operations | 7,528,570 | (442,683 | ) | (105,947 | ) | 35,372 | (68,598 | ) | 6,946,714 | |||||
| Income before income tax expense | 7,892,422 | (442,683 | ) | (105,947 | ) | 35,372 | (68,598 | ) | 7,310,566 | |||||
| Income tax expense | (1,644,306 | ) | 65,872 | 15,546 | - | 10,207 | (1,552,681 | ) | ||||||
| Net income | 6,248,116 | (376,811 | ) | (90,401 | ) | 35,372 | (58,391 | ) | 5,757,885 | |||||
| Net income attributable to ordinary shareholders of the Company | 6,264,314 | (376,811 | ) | (90,401 | ) | 35,372 | (58,391 | ) | 5,774,083 | |||||
| Year ended December 31, 2025 | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| IFRS adjustments | ||||||||||||||
| Consolidated Statement of Operations | Amounts<br> as<br><br> reported<br><br> under <br><br>U.S. GAAP | Expected<br> <br><br>credit <br><br>losses, <br><br>net of tax | Effective<br><br><br> interest <br><br>rate<br><br> on loans<br><br> receivable, <br><br>net of tax | Share-based<br><br><br> compensation | Financial<br><br><br> guarantee, <br><br>net of tax | Convertible<br><br><br> senior notes | Amounts<br> as<br><br> reported <br><br>under <br><br>IFRS | |||||||
| (In thousands of Renminbi (“RMB”)) | ||||||||||||||
| (Note i) | (Note ii) | (Note iii) | (Note iv) | (Note v) | ||||||||||
| RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||
| Revenue, net of value-added tax and related surcharges: | ||||||||||||||
| Credit driven services | 13,977,218 | — | (38,962 | ) | — | — | — | 13,938,256 | ||||||
| Financing income | 8,569,063 | — | (38,962 | ) | — | — | — | 8,530,101 | ||||||
| Total net revenue | 19,205,059 | — | (38,962 | ) | — | — | — | 19,166,097 | ||||||
| Operating costs and expenses: | ||||||||||||||
| Facilitation, origination and servicing | 3,001,938 | — | — | 7,435 | — | — | 3,009,373 | |||||||
| Sales and marketing | 2,469,546 | — | — | 35 | — | — | 2,469,581 | |||||||
| General and administrative | 658,980 | — | — | (16,107 | ) | — | — | 642,873 | ||||||
| Provision for loans receivable | 3,625,042 | (123,936 | ) | — | — | — | — | 3,501,106 | ||||||
| Provision for financial assets receivable | 234,924 | — | — | — | 101,516 | — | 336,440 | |||||||
| Provision for contingent liabilities | 1,667,742 | 2,715 | — | — | — | — | 1,670,457 | |||||||
| Total operating costs and expenses | 12,526,640 | (121,221 | ) | — | (8,637 | ) | 101,516 | — | 12,498,298 | |||||
| Income from operations | 6,678,419 | 121,221 | (38,962 | ) | 8,637 | (101,516 | ) | — | 6,667,799 | |||||
| Interest income, net | 278,626 | — | — | — | — | 39,602 | 318,228 | |||||||
| Fair value changes of convertible senior notes | — | — | — | — | — | 540,021 | 540,021 | |||||||
| Gain on debt extinguishment | 270,135 | — | — | — | — | (270,135 | ) | — | ||||||
| Income before income tax expense | 7,376,135 | 121,221 | (38,962 | ) | 8,637 | (101,516 | ) | 309,488 | 7,675,003 | |||||
| Income tax expense | (1,400,492 | ) | (18,298 | ) | 5,881 | — | 15,324 | — | (1,397,585 | ) | ||||
| Net income | 5,975,643 | 102,923 | (33,081 | ) | 8,637 | (86,192 | ) | 309,488 | 6,277,418 | |||||
| Net income attributable to ordinary shareholders of the Company | 5,989,691 | 102,923 | (33,081 | ) | 8,637 | (86,192 | ) | 309,488 | 6,291,466 |
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| As of December 31, 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| IFRS adjustments | ||||||||||
| Consolidated Balance Sheet | Amounts<br> as<br><br> reported <br><br>under <br><br>U.S. GAAP | Expected<br> <br><br>credit<br><br> losses, <br><br>net of tax | Effective<br><br><br> interest<br><br> rate <br><br>on loans<br><br> receivable,<br><br> net of tax | Share-based<br><br><br> compensation | Financial<br><br><br> guarantee, <br><br>net of tax | Amounts<br> as<br><br> reported<br><br> under <br><br>IFRS | ||||
| (In thousands of Renminbi (“RMB”)) | ||||||||||
| (Note i) | (Note ii) | (Note iii) | (Note iv) | |||||||
| RMB | RMB | RMB | RMB | RMB | RMB | |||||
| ASSETS | ||||||||||
| Current assets: | ||||||||||
| Financial assets receivable, net | 1,553,912 | — | — | — | (1,545,875 | ) | 8,037 | |||
| Amounts due from related parties | 8,510 | — | — | — | 168 | 8,678 | ||||
| Loans receivable, net | 26,714,428 | — | (140,502 | ) | — | — | 26,573,926 | |||
| Total current assets | 42,780,568 | — | (140,502 | ) | — | (1,545,707 | ) | 41,094,359 | ||
| Non-current assets: | ||||||||||
| Financial assets receivable, net-non current | 170,779 | — | — | — | (170,779 | ) | — | |||
| Amounts due from related parties | 51 | — | — | — | — | 51 | ||||
| Loans receivable, net-noncurrent | 2,537,749 | 224,446 | (17,023 | ) | — | — | 2,745,172 | |||
| Deferred tax assets | 1,206,325 | 135,222 | — | — | (124,964 | ) | 1,216,583 | |||
| Total non-current assets | 5,352,050 | 359,668 | (17,023 | ) | — | (295,743 | ) | 5,398,952 | ||
| TOTAL ASSETS | 48,132,618 | 359,668 | (157,525 | ) | — | (1,841,450 | ) | 46,493,311 | ||
| LIABILITIES AND EQUITY | ||||||||||
| LIABILITIES | ||||||||||
| Current liabilities: | ||||||||||
| Contract liabilities | — | — | — | — | 295,578 | 295,578 | ||||
| Guarantee liabilities-stand ready | 2,383,202 | — | — | — | (2,383,202 | ) | — | |||
| Guarantee liabilities-contingent | 1,820,350 | (284,558 | ) | — | — | — | 1,535,792 | |||
| Other tax payable | 109,161 | — | (8,917 | ) | — | — | 100,244 | |||
| Total current liabilities | 17,472,209 | (284,558 | ) | (8,917 | ) | — | (2,087,624 | ) | 15,091,110 | |
| Non-current liabilities: | ||||||||||
| Deferred tax liabilities | 439,435 | — | (23,202 | ) | — | — | 416,233 | |||
| Total non-current liabilities | 6,414,190 | — | (23,202 | ) | — | — | 6,390,988 | |||
| TOTAL LIABILITIES | 23,886,399 | (284,558 | ) | (32,119 | ) | — | (2,087,624 | ) | 21,482,098 | |
| SHAREHOLDERS' EQUITY | ||||||||||
| Additional paid-in capital | 4,339,413 | — | — | (17,867 | ) | — | 4,321,546 | |||
| Retained earnings | 20,952,340 | 644,226 | (125,406 | ) | 17,867 | 246,174 | 21,735,201 | |||
| TOTAL QFIN HOLDINGS, INC. EQUITY | 24,190,043 | 644,226 | (125,406 | ) | — | 246,174 | 24,955,037 | |||
| TOTAL EQUITY | 24,246,219 | 644,226 | (125,406 | ) | — | 246,174 | 25,011,213 | |||
| TOTAL LIABILITIES AND EQUITY | 48,132,618 | 359,668 | (157,525 | ) | — | (1,841,450 | ) | 46,493,311 |
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| As of December 31, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IFRS adjustments | ||||||||||||||
| Consolidated Balance Sheet | Amounts<br> as<br><br> reported<br><br> under<br><br> U.S. GAAP | Expected<br><br><br> credit<br><br> losses,<br><br> net of tax | Effective<br><br><br> interest<br><br> rate <br><br>on loans<br><br> receivable,<br><br> net of tax | Share-based<br><br><br> compensation | Financial<br><br><br> guarantee,<br><br> net of tax | Convertible<br><br><br>senior notes | Amounts<br> as<br><br> reported<br><br> under <br><br>IFRS | |||||||
| (In thousands of Renminbi (“RMB”)) | ||||||||||||||
| (Note i) | (Note ii) | (Note iii) | (Note iv) | (Note v) | ||||||||||
| RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Financial assets receivable, net | 1,510,205 | — | — | — | (1,474,316 | ) | — | 35,889 | ||||||
| Loans receivable, net | 34,680,954 | — | (195,477 | ) | — | — | — | 34,485,477 | ||||||
| Prepaid expenses and other assets | 772,999 | — | 1,921 | — | — | — | 774,920 | |||||||
| Total current assets | 49,481,458 | — | (193,556 | ) | — | (1,474,316 | ) | — | 47,813,586 | |||||
| Non-current assets: | ||||||||||||||
| Financial assets receivable, net-noncurrent | 209,459 | — | — | — | (209,459 | ) | — | - | ||||||
| Loans receivable, net-noncurrent | 4,002,159 | 348,382 | (3,347 | ) | — | — | — | 4,347,194 | ||||||
| Deferred tax assets | 1,379,933 | 116,924 | — | — | (109,640 | ) | — | 1,387,217 | ||||||
| Total non-current assets | 7,468,337 | 465,306 | (3,347 | ) | — | (319,099 | ) | — | 7,611,197 | |||||
| TOTAL ASSETS | 56,949,795 | 465,306 | (196,903 | ) | — | (1,793,415 | ) | — | 55,424,783 | |||||
| LIABILITIES AND EQUITY | ||||||||||||||
| LIABILITIES | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accrued expenses and other current liabilities | 2,935,726 | — | — | — | — | (3,300 | ) | 2,932,426 | ||||||
| Contract liabilities | — | — | — | — | 361,468 | — | 361,468 | |||||||
| Convertible senior notes-current | 1,019,130 | — | — | — | — | (1,019,130 | ) | — | ||||||
| Guarantee liabilities-stand ready | 2,314,865 | — | — | — | (2,314,865 | ) | — | — | ||||||
| Guarantee liabilities-contingent | 1,872,149 | (281,843 | ) | — | — | — | — | 1,590,306 | ||||||
| Other tax payable | 9,333 | — | (9,333 | ) | — | — | — | — | ||||||
| Total current liabilities | 20,359,829 | (281,843 | ) | (9,333 | ) | — | (1,953,397 | ) | (1,022,430 | ) | 17,092,826 | |||
| Non-current liabilities: | ||||||||||||||
| Deferred tax liabilities | 320,149 | — | (29,083 | ) | — | — | — | 291,066 | ||||||
| Convertible senior notes-noncurrent | 1,583,213 | — | — | — | — | 717,126 | 2,300,339 | |||||||
| Total non-current liabilities | 12,432,923 | — | (29,083 | ) | — | — | 717,126 | 13,120,966 | ||||||
| TOTAL LIABILITIES | 32,792,752 | (281,843 | ) | (38,416 | ) | — | (1,953,397 | ) | (305,304 | ) | 30,213,792 | |||
| SHAREHOLDERS' EQUITY | ||||||||||||||
| Additional paid-in capital | 3,874,816 | — | — | (26,504 | ) | — | — | 3,848,312 | ||||||
| Retained earnings | 24,502,158 | 747,149 | (158,487 | ) | 26,504 | 159,982 | 309,488 | 25,586,794 | ||||||
| Other comprehensive loss | (195,694 | ) | — | — | — | — | (4,184 | ) | (199,878 | ) | ||||
| TOTAL QFIN HOLDINGS, INC. EQUITY | 24,114,915 | 747,149 | (158,487 | ) | — | 159,982 | 305,304 | 25,168,863 | ||||||
| TOTAL EQUITY | 24,157,043 | 747,149 | (158,487 | ) | — | 159,982 | 305,304 | 25,210,991 | ||||||
| TOTAL LIABILITIES AND EQUITY | 56,949,795 | 465,306 | (196,903 | ) | — | (1,793,415 | ) | — | 55,424,783 |
4
Notes:
| (i) | Expected credit losses, net of tax |
|---|
Under U.S. GAAP, ASC 326 requires recognition of allowances upon origination or acquisition of financial assets at an estimate to reflect expected credit losses over the contractual term of the financial assets (the current expected credit loss or the “CECL” model) and adjusted as of each subsequent reporting period. Under IFRS Accounting Standards, in accordance with IFRS 9, only the portion of lifetime expected credit loss (“ECL”) that results from default events that are possible within 12 months after the reporting date is recorded (“stage 1”) upon initial recognition. Lifetime expected credit losses are subsequently recorded only if there is a significant increase in the credit risk of the asset (“stage 2”). Once there is objective evidence of impairment (“stage 3”), lifetime ECL continues to be recognized, but interest revenue is calculated on the net carrying amount (that is, amortized cost net of the credit allowance). Accordingly, the reconciliation includes a difference in the credit losses for loans receivable and guarantee liabilities to reflect the difference between IFRS 9 and ASC 326.
| (ii) | Effective interest rate on loans receivable, net of tax |
|---|
The Group recognizes revenue fees and interests charged to the borrowers over the lifetime of the loans using the effective interest method under “financing income” in the consolidated statement of operations. Under U.S. GAAP, the effective interest rate is computed on the basis of the contractual cash flows over the contractual term of the loan. Under IFRS Accounting Standards, the effective interest rate is computed on the basis of the estimated cash flows that are expected to be received over the expected life of a loan by considering all of the loan's contractual terms (e.g., prepayment and similar options). Accordingly, the reconciliation includes a difference in financing income and loans receivable as a result.
| (iii) | Share-based compensation |
|---|
The Group granted options and restricted shares with service condition only to employees and the share-based compensation expenses were recognized over the vesting period using straight-line method under U.S. GAAP. The Group is allowed to make an accounting policy election to account for awards forfeitures as they occur or by estimating expected forfeitures as compensation cost is recognized. The Group elects to account for forfeitures of all the rewards in the period they occur as a deduction to expense. While under IFRS Accounting Standards, the graded vesting method must be applied and in regard of forfeitures of the awards, the Group is required to estimate the forfeitures. Accordingly, the reconciliation includes an income of RMB35,372 and RMB8,637 in the consolidated statements of operations for each of the years ended December 31, 2024 and 2025, respectively.
| (iv) | Financial guarantee, net of tax |
|---|
Under U.S. GAAP, the Group adopted ASC 326, Financial Instruments – Credit Losses, which requires gross accounting for guarantee liability. As a result, at inception of the guarantee, the Group will recognize both a stand-ready guarantee liability under ASC 460 with an associated financial assets receivable, and a contingent guarantee liability with an allowance under CECL model. Subsequent to the initial recognition, the ASC 460 stand-ready guarantee liability is released into guarantee revenue on a straight-line basis over the term of the guarantee, while the contingent guarantee is reduced by the payouts made by the Group to compensate the investors upon borrowers' default. Under IFRS Accounting Standards, according to IFRS 9 and IFRS 15, the Group chose to apply the accounting policy that guarantee premium receivable is accrued and the corresponding revenue recognized on a monthly basis as the service fees are due and collected by installment rather than upfront. After initial recognition, the Group subsequently measure the financial guarantees at the higher of (1) the amount of the loss allowance and (2) the amount initially recognized less, when appropriate, the cumulative amount of income recognized in accordance with the principles of IFRS 15. Accordingly, the reconciliation includes a difference in financial guarantee to reduce the liabilities recorded.
| (v) | Convertible senior notes |
|---|
Under U.S. GAAP, the convertible senior notes of the Group were measured as a liability. Issuance costs related to the convertible senior notes were recorded as a direct deduction from the principal amount of the convertible senior notes, and the discount caused by issuance cost is amortized over the period from the date of issuance to the maturity date of the convertible senior notes, using the effective interest method. Under IFRS Accounting Standards, the convertible senior notes are designated as financial liabilities at fair value through profit or loss such that the convertible senior notes are initially recognized at fair value. Issuance costs related to the convertible senior notes were charged into profit or loss initially. Subsequent to initial recognition, the Group considered that the amounts of changes in fair value of the convertible senior notes that are attributed to changes in own credit risk of the convertible senior notes recognized in other comprehensive income were insignificant. The amounts of changes in fair value of the convertible senior notes are recognized in the profit or loss.
As of December 31, 2025, under U.S. GAAP, the carrying amount of RMB1,019,130 of the convertible senior notes are recorded as current liabilities as the Group had a plan to repurchase such portion of the convertible senior notes within one year and the Group repurchased such portion of the convertible senior notes in January 2026. Under IFRS Accounting Standards, the classification liabilities as current or non-current should not be affected by the management intentions or expectations to settle the liability within 12 months. The convertible senior notes are recorded as non-current liabilities as there were no contractual obligations for the Group to repurchase within one year as of December 31, 2025.
Tax impacts for each difference have been reflected in respective columns.
5