ZKH 6-K 2025 - Equibles

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

Forthe month of May 2025

CommissionFile Number: 001-****41885

ZKH Group Limited

7/F, Tower 4, Libao Plaza, No. 36 ShenbinRoad

Minhang District, Shanghai 201106

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

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.

ZKH GROUP LIMITED
By :	/s/ Chun Chiu Lai
Name:	Chun Chiu Lai
Title :	Chief Financial Officer

Date: May 20, 2025

Exhibit 99.1

ZKH Group Limited Announces First Quarter 2025Unaudited Financial Results

SHANGHAI, May 20, 2025 – ZKH Group Limited (“ZKH” or the “Company”) (NYSE: ZKH), a leading maintenance, repair and operations (“MRO”) procurement service platform in China, today announced its unaudited financial results for the first quarter ended March 31, 2025.

First Quarter 2025 Operational and FinancialHighlights

	First Quarter
	2024			2025			Change
	(in thousand RMB, except for number of customers, percentage and basis points (“bps”))
GMV^1^		2,348,640			2,171,997			-7.5	%
GMV by Platform
ZKH Platform		2,137,614			1,966,210			-8.0	%
GBB Platform		211,026			205,787			-2.5	%
GMV by Business Model
Product Sales (1P)		1,775,732			1,901,196			7.1	%
Marketplace (3P)^2^		572,908			270,800			-52.7	%
Number of Customers^3^		46,135			60,102			30.3	%
ZKH Platform		31,706			35,135			10.8	%
GBB Platform		14,429			24,967			73.0	%
Net Revenues		1,860,409			1,935,372			4.0	%
Gross Profit		334,076			332,118			-0.6	%
% of Net Revenues		18.0	%		17.2	%		-79.7	bps
Operating Loss		(129,613	)		(80,813	)		-37.7	%
% of Net Revenues		-7.0	%		-4.2	%		279.1	bps
Non-GAAP EBITDA^4^		(70,048	)		(51,959	)		-25.8	%
% of Net Revenues		-3.8	%		-2.7	%		108.0	bps
Net Loss		(90,901	)		(66,723	)		-26.6	%
% of Net Revenues		-4.9	%		-3.4	%		143.9	bps
Non-GAAP Adjusted Net Loss^5^		(43,459	)		(50,176	)		15.5	%
% of Net Revenues		-2.3	%		-2.6	%		-25.7	bps

Mr. Eric Long Chen, Chairman and Chief Executive Officer of ZKH, stated, “Our robust first-quarter performance in 2025 underscores our leadership position in the MRO industry and clearly demonstrates our path towards profitability. We have achieved significant momentum in our international expansion, particularly in the U.S., where both revenue and customer base have nearly doubled each month since January 2025. Looking ahead, our international growth efforts will prioritize enriching our product offerings and enhancing our supply chain capabilities overseas. Simultaneously, integrating digitalization and big data analytics empowers us to better anticipate and address evolving customer needs, fostering top-line growth, operational efficiency, and workforce productivity. We remain committed to investing in our products, supply chain, AI capabilities, and global footprint to drive sustainable growth and reinforce our industry leadership.”

^1^ GMV is the total transaction value of orders placed on the Company’s platform and shipped to customers, excluding taxes, net of the returned amount.

^2^ The proportion of GMV generated by the marketplace model was 24.4% and 12.5% for the first quarter of 2024 and 2025, respectively.

^3^ Customers are customers that transacted with the Company during the reporting period, mainly comprised of enterprise customers in various industries.

^4^ Non-GAAP EBITDA is defined as net loss before interest expenses, income tax expenses/(benefits) and depreciation and amortization expenses.

^5^ Non-GAAP adjusted net loss is defined as net loss excluding share-based compensation expenses.

Mr. Max Chun Chiu Lai, Chief Financial Officer of ZKH, added, “We are pleased with our solid financial results this quarter, as our focus on high-quality revenue streams and operational efficiencies continued to yield positive results. Our business quality has strengthened, as reflected in the year-over-year growth of both our product sales model’s gross margin and our marketplace model’s take rate. Notably, our net operating loss margin and net loss margin narrowed by 279.1 and 143.6 basis points, respectively. With a strong cash position, continuously disciplined execution and improving profitability trajectory, we are confidently positioned for long-term value creation and enhanced returns for our shareholders.”

First Quarter 2025 Financial Results

NetRevenues. Net revenues were RMB1,935.4 million (US$266.7 million), representing an increase of 4.0% from RMB1,860.4 million in the same period of 2024. This growth was mainly attributable to an increase in revenues from the product sales model, partially offset by a decrease in revenues from the marketplace model due to the prior year’s high base, which included low-margin businesses with long customer credit terms that have since been optimized.

	First Quarter
	2024		2025		Change
		(in thousand RMB, except for percentage)
Net Revenues		1,860,409		1,935,372		4.0	%
Net Product Revenues		1,775,019		1,884,860		6.2	%
From ZKH Platform		1,563,502		1,679,343		7.4	%
From GBB Platform		211,517		205,517		-2.8	%
Net Service Revenues		66,654		37,894		-43.1	%
Other Revenues		18,736		12,618		-32.7	%
·	Net Product Revenues. Net product revenues were RMB1,884.9 million (US$259.7 million), representing<br>an increase of 6.2% from RMB1,775.0 million in the same period of 2024, primarily due to an increase<br>in revenues from the product sales model.
---	---
·	Net Service Revenues. Net service revenues were RMB37.9 million (US$5.2 million), a decrease<br>of 43.1% from RMB66.7 million in the same period of 2024, primarily due to the prior year’s high base, which included revenues from<br>low-margin businesses with long customer credit terms under the marketplace model that have<br>since been optimized.
---	---
·	Other Revenues. Other revenues were RMB12.6 million (US$1.7 million), a decrease of 32.7%<br>from RMB18.7 million in the same period of 2024, mainly due to lower revenues from warehousing and logistic services, as well as operating<br>lease services for certain types of machinery and equipment.
---	---

Costof Revenues. Cost of revenues was RMB1,603.3 million (US$220.9 million), representing an increase of 5.0% from RMB1,526.3 million in the same period of 2024. The increase was outpaced by the growth in product revenues, mainly due to the effectiveness of the Company’s initiatives to reduce overall product procurement costs.

GrossProfit and Gross Margin. Gross profit was RMB332.1 million (US$45.8 million), representing a decrease of 0.6% from RMB334.1 million in the same period of 2024. Gross margin was 17.2%, compared with 18.0% in the same period of 2024. The decrease was mainly due to lower revenue contribution from the marketplace model, which yields a 100% gross margin, while both the gross margin of the product sales model and the take rate of the marketplace model increased, driven by business optimization and higher proportion of GMV from higher-margin private label products.

	First Quarter
	2024			2025			Change
		(in thousand RMB, except for percentage and basis points (“bps”))
Gross Profit		334,076			332,118			-0.6	%
% of Net Revenues		18.0	%		17.2	%		-79.7	bps
Under Product Sales (1P)
ZKH Platform		250,326			278,618			11.3	%
% of Net Product Revenues from ZKH Platform		16.0	%		16.6	%		58.0	bps
GBB Platform		11,630			12,687			9.1	%
% of Net Product Revenues from GBB Platform		5.5	%		6.2	%		67.5	bps
Under Marketplace (3P)		66,654			37,894			-43.1	%
% of Net Service Revenues		100.0	%		100.0	%		-
% of GMV from the Marketplace Model (Take Rate)		11.6	%		14.0	%		235.9	bps
Others		5,466			2,918			-46.6	%
% of Other Revenues		29.2	%		23.1	%		-604.8	bps

OperatingExpenses. Operating expenses were RMB412.9 million (US$56.9 million), a decrease of 10.9% from RMB463.7 million in the same period of 2024, with decreases across all categories of operating expenses. Operating expenses as a percentage of net revenues were 21.3%, compared with 24.9% in the same period of 2024. Excluding share-based compensation expenses, operating expenses as a percentage of net revenues were 20.5%, compared with 22.4% in the same period of 2024.

·	Fulfillment Expenses. Fulfillment expenses were RMB93.3 million (US$12.9 million), a decrease<br>of 4.2% from RMB97.3 million in the same period of 2024. The decrease was primarily attributable to lower employee benefit expenses and<br>warehouse rental costs. Fulfillment expenses as a percentage of net revenues were 4.8%, compared with 5.2% in the same period of 2024.
·	Sales and Marketing Expenses. Sales and marketing expenses were RMB136.8 million (US$18.9<br>million), a decrease of 16.6% from RMB164.1 million in the same period of 2024. The decrease was primarily attributable to lower employee<br>benefit expenses and travel expenses. Sales and marketing expenses as a percentage of net revenues were 7.1%, compared with 8.8% in the<br>same period of 2024.
---	---
·	Research and Development Expenses. Research and development expenses were RMB39.6 million<br>(US$5.5 million), a decrease of 0.6% from RMB39.8 million in the same period of 2024. The decrease was primarily attributable to lower<br>employee benefit expenses, partially offset by higher expenses related to technology and information services, such as cloud services.<br>Research and development expenses as a percentage of net revenues were 2.0%, compared with 2.1% in the same period of 2024.
---	---

General and Administrative Expenses. General and administrative expenses were RMB143.2 million<br>(US$19.7 million), a decrease of 11.8% from RMB162.4 million in the same period of 2024. The decrease was primarily attributable to lower<br>share-based compensation expenses, partially offset by higher employee benefit expenses. General and administrative expenses as a percentage<br>of net revenues were 7.4%, compared with 8.7% in the same period of 2024.

Lossfrom Operations. Loss from operations was RMB80.8 million (US$11.1 million), compared with RMB129.6 million in the same period of 2024. Operating loss margin was 4.2%, compared with 7.0% in the same period of 2024.

Non-GAAPEBITDA. Non-GAAP EBITDA was negative RMB52.0 million (US$7.2 million), compared with negative RMB70.0 million in the same period of 2024. Non-GAAP EBITDA margin was negative 2.7%, compared with negative 3.8% in the same period of 2024.

NetLoss. Net loss was RMB66.7 million (US$9.2 million), compared with RMB90.9 million in the same period of 2024. Net loss margin was 3.4%, compared with 4.9% in the same period of 2024.

Non-GAAPAdjusted Net Loss. Non-GAAP adjusted net loss was RMB50.2 million (US$6.9 million), compared with RMB43.5 million in the same period of 2024. Non-GAAP adjusted net loss margin was 2.6%, compared with 2.3% in the same period of 2024.

Basicand Diluted Net Loss per ADS^6^ and Non-GAAP Adjusted Basic and Diluted Net Loss per ADS^7^. Basic and diluted net loss per ADS were RMB0.41 (US$0.06), compared with RMB0.56 in the same period of 2024. Non-GAAP adjusted basic and diluted net loss per ADS were RMB0.31 (US$0.04), compared with RMB0.27 in the same period of 2024.

Balance Sheet and Cash Flow

As of March 31, 2025, the Company had cash and cash equivalents, restricted cash and short-term investments of RMB1.80 billion (US$248.1 million), compared with RMB2.06 billion as of December 31, 2024.

Net cash used in operating activities was RMB97.1 million (US$13.4 million) in the first quarter of 2025, compared with RMB224.3 million in the same period of 2024.

Exchange Rate

This announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to US$ were made at a rate of RMB7.2567 to US$1.00, the exchange rate in effect as of March 31, 2025, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. The Company makes no representation that any RMB or US$ amounts could have been, or could be, converted into US$ or RMB, as the case may be, at any particular rate, or at all.

^6^ ADSs are American depositary shares, each of which represents thirty-five (35) Class A ordinary shares of the Company.

^7^ Non-GAAP adjusted basic and diluted net loss per ADS is a non-GAAP financial measure, which is calculated by dividing non-GAAP adjusted net loss attributable to the Company’s ordinary shareholders by the weighted average number of ADSs.

Conference Call Information

The Company’s management will hold a conference call on Tuesday, May 20, 2025, at 8:00 A.M. U.S. Eastern Time or 8:00 P.M. Beijing Time to discuss its financial results and operating performance for the first quarter of 2025.

United States (toll free):	+1-888-317-6003
International:	+1-412-317-6061
Mainland China (toll free):	400-120-6115
Hong Kong (toll free):	800-963-976
Hong Kong:	+852-5808-1995
Access Code:	0116526

The replay will be accessible through May 27, 2025 by dialing the following numbers:

United States:	+1-877-344-7529
International:	+1-412-317-0088
Replay Access Code:	1341836

A live and archived webcast of the conference call will also be available on the Company’s investor relations website at https://ir.zkh.com.

About ZKH Group Limited

ZKH Group Limited (NYSE: ZKH) is a leading MRO procurement service platform in China, underpinned by robust supply chain capabilities and dedicated to serving customers globally through a product-led, agentic AI-driven approach. Through its primary online platforms, the ZKH platform and the GBB platform, along with innovative technology and extensive industry expertise, the Company provides bespoke MRO procurement solutions to a diverse and loyal customer base. These solutions encompass hyper-personalized product curation from a comprehensive selection of quality products at competitive prices. Additionally, the Company ensures timely and reliable product delivery through professional fulfillment services. By focusing on reducing procurement costs and addressing management efficiency challenges, ZKH is transforming the opaque MRO procurement process and empowering all stakeholders across the value chain.

For more information, please visit: https://ir.zkh.com.

Use of Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: non-GAAP adjusted net loss, non-GAAP adjusted net loss per ADS, basic and diluted, and non-GAAP EBITDA. The non-GAAP financial measures should not be considered in isolation from or construed as alternatives to their most directly comparable financial measures prepared in accordance with accounting principles generally accepted in the United States of America. Investors are encouraged to review the historical non-GAAP financial measures in reconciliation to their most directly comparable GAAP financial measures.

The Company defines non-GAAP adjusted net loss for a specific period as net loss in the same period excluding share-based compensation expenses. The Company defines non-GAAP EBITDA as net loss before interest expenses, income tax expenses/(benefits) and depreciation and amortization expenses. Non-GAAP adjusted net loss per ADS is calculated by dividing adjusted net loss attributable to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the periods and then multiplied by 35.

The Company presents these non-GAAP financial measures because they are used by the management to evaluate the Company’s operating performance and formulate business plans. The Company believes that these non-GAAP financial measures help identify underlying trends in its business that could otherwise be distorted by the effect of certain expenses that are included in net loss and certain expenses that are not expected to result in future cash payments or that are non-recurring in nature. The Company also believes that the use of these non-GAAP financial measures facilitates investors’ assessment of its operating performance, enhances the overall understanding of its past performance and future prospects and allows for greater visibility with respect to key metrics used by the management in financial and operational decision making.

The non-GAAP financial measures have material limitations as analytical metrics and may not be calculated in the same manner by all companies. The Company’s non-GAAP financial measures do not include all income and expense items that affect the Company’s operations. They may not be comparable to other similarly titled measures used by other companies. In light of the foregoing limitations, you should not consider the non-GAAP financial measures as substitutes for, or superior to, their most directly comparable financial measures prepared in accordance with GAAP. The Company 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 Non-GAAP Results” set forth at the end of this press release.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aim,” “estimates,” “intends,” “plans,” “believes,” “is/are likely to,” “potential,” “continue,” and similar statements. Among other things, the quotations from management in this press release and ZKH’s strategic and operational plans contain forward-looking statements. ZKH may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press release and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about ZKH’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: ZKH’s mission, goals and strategies; ZKH’s future business development, financial condition and results of operations; the expected changes in its revenues, expenses or expenditures; the expected growth of the MRO procurement service industry in China and globally; changes in customer or product mix; ZKH’s expectations regarding the prospects of its business model and the demand for and market acceptance of its products and services; ZKH’s expectations regarding its relationships with customers, suppliers, and service providers on its platform; competition in the Company’s industry; government policies and regulations relating to ZKH’s industry; general economic and business conditions in China and globally; the outcome of any current and future legal or administrative proceedings; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in ZKH’s filings with the SEC. All information provided herein is as of the date of this announcement, and ZKH undertakes no obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

In China:

ZKH Group Limited

IR Department

E-mail: [email protected]

Piacente Financial Communications

Hui Fan

Tel: +86-10-6508-0677

E-mail: [email protected]

In the United States:

Piacente Financial Communications

Brandi Piacente

Tel: +1-212-481-2050

E-mail: [email protected]

ZKH GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share, ADS, per share and per ADS data)

	As of <br><br>December 31,		As of <br><br>March 31,
	2024		2025
	RMB		RMB		US
Assets
Current assets:
Cash and cash equivalents		1,423,943		1,136,052
Restricted cash		92,939		116,183
Short-term investments		543,978		547,959
Accounts receivable (net of allowance for credit losses of RMB 145,789 and RMB 144,038 as of December 31, 2024 and March 31, 2025, respectively)		3,090,323		2,808,599
Notes receivable		234,213		217,535
Inventories		625,390		723,769
Prepayments and other current assets		179,387		177,261
Total current assets		6,190,173		5,727,358
Non-current assets:
Property and equipment, net		183,572		181,526
Land use right		10,808		10,751
Operating lease right-of-use assets, net		179,945		157,280
Intangible assets, net		15,931		14,169
Goodwill		30,807		30,807
Total non-current assets		421,063		394,533
Total assets		6,611,236		6,121,891
Liabilities
Current liabilities:
Short-term borrowings		311,000		160,790
Current portion of long-term borrowings		997		1,153
Accounts and notes payable		2,553,396		2,311,127
Operating lease liabilities		81,379		68,828
Advance from customers		27,433		26,570
Accrued expenses and other current liabilities		365,333		350,718
Derivatives		-		476
Total current liabilities		3,339,538		2,919,662
Non-current liabilities:
Long-term borrowings		38,887		43,803
Non-current operating lease liabilities		109,096		97,382
Other non-current liabilities		25,224		23,966
Total non-current liabilities		173,207		165,151
Total liabilities		3,512,745		3,084,813

All values are in US Dollars.

			As of <br><br>March 31,
			2025
			RMB			US
ZKH Group Limited shareholders’ equity:
Ordinary shares (0.0000001 par value; 500,000,000,000 and 500,000,000,000 shares authorized; 5,658,952,794 and 5,666,675,019 shares issued and outstanding as of December 31, 2024 and March 31, 2025, respectively)	4			4
Additional paid-in capital	8,305,304			8,325,626
Statutory reserves	6,303			6,303
Accumulated other comprehensive income	4,764			1,756
Accumulated deficit	(5,177,126	)		(5,243,849	)		)
Treasury stock	(40,758	)		(52,762	)		)
Total ZKH Group Limited shareholders’ equity	3,098,491			3,037,078
Total liabilities and shareholders’ deficit	6,611,236			6,121,891

All values are in US Dollars.

ZKH GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF LOSS

(All amounts in thousands, except share, ADS, per share and per ADS data)

	For the three months ended March 31,
	2024			2025
	RMB			RMB			US
Net revenues
Net product revenues		1,775,019			1,884,860
Net service revenues		66,654			37,894
Other revenues		18,736			12,618
Total net revenues		1,860,409			1,935,372
Cost of revenues		(1,526,333	)		(1,603,254	)		)
Operating expenses
Fulfillment		(97,348	)		(93,307	)		)
Sales and marketing		(164,113	)		(136,835	)		)
Research and development		(39,836	)		(39,613	)		)
General and administrative		(162,393	)		(143,176	)		)
Loss from operations		(129,614	)		(80,813	)		)
Interest and investment income		18,054			13,279
Interest expense		(5,695	)		(2,350	)		)
Others, net		26,442			3,408
Loss before income tax		(90,813	)		(66,476	)		)
Income tax expenses		(88	)		(247	)		)
Net loss attributable to ZKH Group Limited's ordinary shareholders		(90,901	)		(66,723	)		)

All values are in US Dollars.

	For the three months ended March 31,
	2024			2025
	RMB			RMB			US
Net loss		(90,901	)		(66,723	)		)
Other comprehensive loss:
Foreign currency translation adjustments		(3,350	)		(3,008	)		)
Total comprehensive loss attributable to ZKH Group Limited's ordinary shareholders		(94,251	)		(69,731	)		)
Net loss per ordinary share attributable to ordinary shareholders
Basic and diluted		(0.02	)		(0.01	)		)
Weighted average number of shares
Basic and diluted		5,730,448,966			5,695,083,577
Net loss per ADS attributable to ordinary shareholders
Basic and diluted		(0.56	)		(0.41	)		)
Weighted average number of ADS (35 Class A ordinary shares equal to 1 ADS)
Basic and diluted		163,727,113			162,716,674

All values are in US Dollars.

ZKH GROUP LIMITED

RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except share, ADS, per share and per ADS data)

	For the three months ended March 31,
	2024			2025
	RMB			RMB			US
Net loss		(90,901	)		(66,723	)		)
Income tax expenses		88			247
Interest expenses		5,695			2,350
Depreciation and amortization expenses		15,070			12,167
Non-GAAP EBITDA		(70,048	)		(51,959	)		)

All values are in US Dollars.

	For the three months ended March 31,
	2024			2025
	RMB			RMB			US
Net loss		(90,901	)		(66,723	)		)
Add:
Share-based compensation expenses		47,442			16,547
Non-GAAP adjusted net loss		(43,459	)		(50,176	)		)
Non-GAAP adjusted net loss attributable to ordinary shareholders per share
Basic and diluted		(0.01	)		(0.01	)		)
Weighted average number of ordinary shares
Basic and diluted		5,730,448,966			5,695,083,577
Non-GAAP adjusted net loss attributable to ordinary shareholders per ADS
Basic and diluted		(0.27	)		(0.31	)		)
Weighted average number of ADS (35 Class A ordinary shares equal to 1 ADS)
Basic and diluted		163,727,113			162,716,674

All values are in US Dollars.