TOUR 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

Commission File Number: 001-36430

Tuniu Corporation

6, 8-12th Floor, Building 6-A, Juhuiyuan

No. 108 Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210023

People’s Republic of China

(Address of principal executive offices)

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        ¨

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release—Tuniu Announces Unaudited First Quarter 2025 Financial Results

SIGNATURES

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.

Tuniu Corporation
By:	/s/ Anqiang Chen
Name:	Anqiang Chen
Title:	Financial Controller

Date: June 12, 2025

Exhibit 99.1

Tuniu Announces Unaudited First Quarter 2025Financial Results

NANJING, China, June 12, 2025 - Tuniu Corporation (NASDAQ: TOUR) ("Tuniu" or the "Company"), a leading online leisure travel company in China, today announced its unaudited financial results for the first quarter ended March 31, 2025.

"We are pleased to kick off the year with steady growth momentum," said Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer. “In the first quarter, revenues from our core packaged tour products business increased by 19.3% year-over-year. We continued to leverage our core advantages in product development and supply chain to enhance both quality and cost-effectiveness. In addition, we continued to optimize both online and offline sales channels to ensure that our high-quality products and services reach more customers. Looking ahead, we remain committed to innovation through combining technology with industry insights to deliver more convenient, efficient, and transparent travel solutions for our customers.”

First Quarter 2025 Results

Net revenueswere RMB117.5 million (US$16.2 million^1^) in the first quarter of 2025, representing a year-over-year increase of 8.9% from the corresponding period in 2024.

·	Revenues from packaged tours were RMB99.0<br>million (US$13.6 million) in the first quarter of 2025, representing a year-over-year increase of 19.3% from the corresponding period<br>in 2024. The increase was primarily due to the growth of organized tours.
·	Other revenues were RMB18.5 million (US$2.6<br>million) in the first quarter of 2025, representing a year-over-year decrease of 25.8% from the corresponding period in 2024. The decrease<br>was primarily due to the decrease in the commission fees received from other travel-related products.
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Cost of revenueswas RMB48.2 million (US$6.6 million) in the first quarter of 2025, representing a year-over-year increase of 85.9% from the corresponding period in 2024. As a percentage of net revenues, cost of revenues was 41.0% in the first quarter of 2025, compared to 24.0% in the corresponding period in 2024.

Gross profitwas RMB69.3 million (US$9.6 million) in the first quarter of 2025, representing a year-over-year decrease of 15.5% from the corresponding period in 2024.

Operating expenses were RMB80.1 million (US$11.0 million) in the first quarter of 2025, representing a year-over-year increase of 14.9% from the corresponding period in 2024.

·	Research and product development expenseswere RMB14.5 million (US$2.0 million) in the first quarter of 2025, representing a year-over-year increase of 11.5%. The increase<br>was primarily due to the increase in research and product development personnel related expenses. Research and product development expenses<br>as a percentage of net revenues were 12.4% in the first quarter of 2025.

^1^ The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on the exchange rate of US$1.00=RMB 7.2567 on March 31, 2025 as set forth in H.10 statistical release of the U.S. Federal Reserve Board and available at https://www.federalreserve.gov/releases/h10/default.htm.

·	Sales and marketing expenses were RMB43.2<br>million (US$6.0 million) in the first quarter of 2025, representing a year-over-year increase of 17.3%. The increase was primarily due<br>to the increase in sales and marketing personnel related expenses and promotion expenses. Sales and marketing expenses as a percentage<br>of net revenues were 36.8% in the first quarter of 2025.
·	General and administrative expenses were<br>RMB22.8 million (US$3.1 million) in the first quarter of 2025, representing a year-over-year increase of 11.1%. The increase was primarily<br>due to the impairment of property and equipment, net recorded in the first quarter of 2025. General and administrative expenses as a percentage<br>of net revenues were 19.4% in the first quarter of 2025.
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Loss from operations was RMB10.8 million (US$1.5 million) in the first quarter of 2025, compared to an income from operations of RMB12.3 million in the first quarter of 2024. Non-GAAP^2^ loss from operations, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of property and equipment, net, was RMB5.3 million (US$0.7 million) in the first quarter of 2025.

Net loss was RMB5.4 million (US$0.7 million) in the first quarter of 2025, compared to a net income of RMB21.9 million in the first quarter of 2024. Non-GAAP net income, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of property and equipment, net, was RMB0.1 million (US$16.4 thousand) in the first quarter of 2025.

Net loss attributableto ordinary shareholders of Tuniu Corporation was RMB4.7 million (US$0.6 million) in the first quarter of 2025, compared to a net income attributable to ordinary shareholders of Tuniu Corporation of RMB13.9 million in the first quarter of 2024. Non-GAAP netincome attributable to ordinary shareholders of Tuniu Corporation, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of property and equipment, net, was RMB0.8 million (US$0.1 million) in the first quarter of 2025.

As of March 31, 2025, the Company had cashand cash equivalents, restricted cash, short-term investments and long-term deposits of RMB1.2 billion (US$167.2 million).

^2^ The section below entitled "About Non-GAAP Financial Measures" provides information about the use of Non-GAAP financial measures in this press release, and the table captioned “Reconciliations of GAAP and Non-GAAP Results" set forth at the end of this press release reconciles Non-GAAP financial information with the Company's financial results under GAAP.

Business Outlook

For the second quarter of 2025, Tuniu expects to generate RMB131.0 million to RMB136.8 million of net revenues, which represents a 12% to 17% increase year-over-year compared with net revenues in the corresponding period in 2024. This forecast reflects Tuniu's current and preliminary view on the industry and its operations, which is subject to change.

Share Repurchase Update

In March 2024, the Company's Board of Directors authorized a share repurchase program under which the Company may repurchase up to US$ 10 million worth of its ordinary shares or American depositary shares (“ADSs”) representing ordinary shares. As of May 31, 2025, the Company had repurchased an aggregate of approximately 9.5 million ADSs for approximately US$9.0 million from the open market under the share repurchase program.

Conference Call Information

Tuniu’s management will hold an earnings conference call at 8:00 am U.S. Eastern Time, on June 12, 2025, (8:00 pm, Beijing/Hong Kong Time, on June 12, 2025) to discuss the first quarter 2025 financial results.

To participate in the conference call, please dial the following numbers:

United States	1-888-346-8982
Hong Kong	852-301-84992
Mainland China	4001-201203
International	1-412-902-4272

Conference ID: Tuniu 1Q 2025 Earnings Conference Call

A telephone replay will be available one hour after the end of the conference call through June 19, 2025. The dial-in details are as follows:

United States	1-877-344-7529
International	1-412-317-0088

Replay Access Code: 4581400

Additionally, a live and archived webcast of the conference call will also be available on the Company’s investor relations website at http://ir.tuniu.com.

About Tuniu

Tuniu (Nasdaq: TOUR) is a leading online leisure travel company in China that offers integrated travel service with a large selection of packaged tours, including organized and self-guided tours, as well as travel-related services for leisure travelers through its website tuniu.com and mobile platform. Tuniu provides one-stop leisure travel solutions and a compelling customer experience through its online platform and offline service network, including a dedicated team of professional customer service representatives, 24/7 call centers, extensive networks of offline retail stores and self-operated local tour operators. For more information, please visit http://ir.tuniu.com.

Safe Harbor Statement

This press release contains forward-looking statements made under the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Tuniu may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Tuniu's beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but are not limited to the following: Tuniu's goals and strategies; the growth of the online leisure travel market in China; the demand for Tuniu’s products and services; its relationships with customers and travel suppliers; Tuniu’s ability to offer competitive travel products and services; Tuniu’s future business development, results of operations and financial condition; competition in the online travel industry in China; government policies and regulations relating to Tuniu’s structure, business and industry; the impact of health epidemics on Tuniu’s business operations, the travel industry and the economy of China and elsewhere generally; and the general economic and business condition in China and elsewhere. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Tuniu does not undertake any obligation to update such information, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement the Company's unaudited consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), the Company has provided non-GAAP information related to income/(loss) from operations, net income/(loss), net income/(loss) attributable to ordinary shareholders of Tuniu Corporation, which excludes share-based compensation expenses, amortization of acquired intangible assets and impairment of property and equipment, net. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We believe that the non-GAAP financial measures used in this press release are useful for understanding and assessing underlying business performance and operating trends, and management and investors benefit from referring to these non-GAAP financial measures in assessing our financial performance and when planning and forecasting future periods.

This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as an analytical tool. Further, this non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore its comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. Tuniu encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.

For more information on these non-GAAP financial measures, please see the table captioned "Reconciliations of GAAP and non-GAAP Results" set forth at the end of this press release.

For investor and media inquiries, please contact:

China

Mary Chen

Investor Relations Director

Tuniu Corporation

Phone: +86-25-6960-9988

E-mail: [email protected]

(Financial Tables Follow)

Tuniu Corporation

Unaudited Condensed Consolidated Balance Sheets

(All amounts in thousands, except per share information)

	December 31, 2024			March 31, 2025			March 31, 2025
	RMB			RMB			US
ASSETS
Current assets
Cash and cash equivalents		465,004			489,896			67,509
Restricted cash		26,061			10,648			1,467
Short-term investments		432,823			554,199			76,371
Accounts receivable, net		43,313			37,155			5,120
Amounts due from related parties		752			1,311			181
Prepayments and other current assets		235,443			192,290			26,498
Total current assets		1,203,396			1,285,499			177,146
Non-current assets
Long-term investments		534,041			349,290			48,133
Property and equipment, net		32,849			28,847			3,975
Intangible assets, net		22,210			21,381			2,946
Land use right, net		88,467			87,952			12,120
Operating lease right-of-use assets, net		9,266			8,679			1,196
Other non-current assets		19,208			19,086			2,630
Total non-current assets		706,041			515,235			71,000
Total assets		1,909,437			1,800,734			248,146
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Short-term borrowings		36			36			5
Accounts and notes payable		290,112			305,416			42,087
Amounts due to related parties		3,121			4,592			633
Salary and welfare payable		23,148			16,971			2,339
Taxes payable		5,060			2,559			353
Advances from customers		247,151			159,385			21,964
Operating lease liabilities, current		2,994			3,070			423
Accrued expenses and other current liabilities		322,034			339,807			46,824
Total current liabilities		893,656			831,836			114,628
Non-current liabilities
Operating lease liabilities, non-current		1,680			1,574			217
Deferred tax liabilities		5,151			4,964			684
Total non-current liabilities		6,831			6,538			901
Total liabilities		900,487			838,374			115,529
Equity
Ordinary shares		249			249			34
Less: Treasury stock		(329,668	)		(342,050	)		(47,136	)
Additional paid-in capital		9,146,928			9,118,363			1,256,544
Accumulated other comprehensive income		313,460			312,599			43,077
Accumulated deficit		(8,050,378	)		(8,055,076	)		(1,110,018	)
Total Tuniu Corporation shareholders’ equity		1,080,591			1,034,085			142,501
Noncontrolling interests		(71,641	)		(71,725	)		(9,884	)
Total equity		1,008,950			962,360			132,617
Total liabilities and equity		1,909,437			1,800,734			248,146

All values are in US Dollars.

Tuniu Corporation

Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss)

(All amounts in thousands, except per share information)

	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	March 31, 2024			December 31, 2024			March 31, 2025			March 31, 2025
	RMB			RMB			RMB			US
Revenues
Packaged tours		82,951			75,440			98,969			13,638
Others		25,007			27,292			18,547			2,556
Net revenues		107,958			102,732			117,516			16,194
Cost of revenues		(25,913	)		(32,935	)		(48,169	)		(6,638	)
Gross profit		82,045			69,797			69,347			9,556
Operating expenses
Research and product development		(13,024	)		(13,325	)		(14,528	)		(2,002	)
Sales and marketing		(36,824	)		(42,697	)		(43,188	)		(5,951	)
General and administrative		(20,479	)		(26,841	)		(22,755	)		(3,136	)
Other operating income		582			369			326			45
Total operating expenses		(69,745	)		(82,494	)		(80,145	)		(11,044	)
Income/(loss) from operations		12,300			(12,697	)		(10,798	)		(1,488	)
Other income/(expenses)
Interest and investment income/(loss), net		10,041			(5,609	)		7,829			1,079
Interest expense		(613	)		(612	)		(551	)		(76	)
Foreign exchange losses, net		(568	)		(6,102	)		(1,521	)		(210	)
Other income/(loss), net		1,279			49			(364	)		(50	)
Income/(loss) before income tax expense		22,439			(24,971	)		(5,405	)		(745	)
Income tax benefit/(expense)		64			(283	)		(52	)		(7	)
Equity in (loss)/income of affiliates		(604	)		188			105			14
Net income/(loss)		21,899			(25,066	)		(5,352	)		(738	)
Net income/(loss) attributable to noncontrolling interests		7,988			(859	)		(654	)		(90	)
Net income/(loss) attributable to ordinary shareholders of Tuniu Corporation		13,911			(24,207	)		(4,698	)		(648	)
Net income/(loss)		21,899			(25,066	)		(5,352	)		(738	)
Other comprehensive income/(loss):
Foreign currency translation adjustment, net of nil tax		2,034			8,568			(861	)		(119	)
Comprehensive income/(loss)		23,933			(16,498	)		(6,213	)		(857	)
Net income/(loss) per ordinary share attributable to ordinary shareholders - basic and diluted		0.04			(0.07	)		(0.01	)		(0.001	)
Net income/(loss) per ADS - basic and diluted*		0.12			(0.21	)		(0.03	)		(0.004	)
Weighted average number of ordinary shares used in computing basic income/(loss) per share		371,516,251			354,106,851			348,847,377			348,847,377
Weighted average number of ordinary shares used in computing diluted income/(loss) per share		373,365,967			354,106,851			348,847,377			348,847,377
Share-based compensation expenses included are as follows：
Cost of revenues		65			66			65			9
Research and product development		65			66			65			9
Sales and marketing		31			32			31			4
General and administrative		4,830			1,253			1,230			169
Total		4,991			1,417			1,391			191

All values are in US Dollars.

*Each ADS represents three of the Company's ordinary shares.

Reconciliations of GAAP and Non-GAAP Results

(All amounts in thousands, except per share information)

	Quarter Ended March 31, 2025
	GAAP Result			Share-based<br> <br>Compensation		Amortizationof acquired intangible assets		Impairmentofproperty and equipment, net		Non-GAAP<br> <br>Result
Loss from operations		(10,798	)		1,391		764		3,316		(5,327	)
Net (loss)/income		(5,352	)		1,391		764		3,316		119
Net (loss)/income attributable to ordinary shareholders		(4,698	)		1,391		764		3,316		773
	Quarter<br> Ended December 31, 2024
	GAAP Result			Share-based<br> <br>Compensation		Amortizationof acquired intangible assets		Impairmentofproperty and equipment, net		Non-GAAP<br> <br>Result
(Loss)/income from operations		(12,697	)		1,417		764		15,641		5,125
Net loss		(25,066	)		1,417		764		15,641		(7,244	)
Net loss attributable to ordinary shareholders		(24,207	)		1,417		764		15,641		(6,385	)
	Quarter Ended March 31, 2024
	GAAP Result			Share-based<br> <br>Compensation		Amortizationof acquired intangible assets		Impairmentofproperty and equipment, net		Non-GAAP<br> <br>Result
Income from operations		12,300			4,991		828		-		18,119
Net income		21,899			4,991		828		-		27,718
Net income attributable to ordinary shareholders		13,911			4,991		828		-		19,730