EX-25.1 8 tm2520871d2_ex25-1.htm EXHIBIT 25.1

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a Trustee

pursuant to Section 305 (b)(2) x

CITIBANK, N.A.

(Exact name of trustee as specified in its charter)

A National Banking Association | 13-5266470
(Jurisdiction of Incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Indentifiction No.)
399 Park Ave., New York, NY | 10043
(Address of principal executive office) | (Zip Code)

| Citibank, N.A. 388 Greenwich St. New York, NY 10013 (212) 816-0392 (Name, address and telephone number of agent for service) |
ALIBABA GROUP HOLDING LIMITED (Exact name of obligor as specified in its charter)

Cayman Islands | Not Applicable
(Jurisdiction of Incorporation or organization) | (I.R.S. Employer Indentifiction No.)
Trident Trust Company (Cayman) Limited One Capital Place, P.O. Box 847 George Town, Grand Cayman, Cayman Islands |
(Address of principal executive office) |

c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Telephone: +852-2215-5100
(Address and telephone number of Registrant's principal executive offices)

4.875% Senior Notes due 2030

5.250% Senior Notes due 2035

5.625% Senior Notes due 2054

(Title of the indenture securities)

| Item 1. | General Information.

Furnish the following information as to the trustee:

| (a) | Name and address of each examining or supervising authority to which it is subject.

Name |  | Address
Comptroller of the Currency |  | Washington, D.C.
Federal Reserve Bank of New York |  | New York, NY
33 Liberty Street |  |
New York, NY |  |
Federal Deposit Insurance Corporation |  | Washington, D.C.

| (b) | Whether it is authorized to exercise corporate trust powers.

Yes.

| Item 2. | Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Items 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).

Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (attached).

Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 filed May 5, 2014 under File No.333-195697).

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 filed May 5, 2014 under File No. 333-195697).

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2024- attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 21st day of July, 2025.

| CITIBANK, N.A.
| By | /s/ Peter Lopez
|  | Peter Lopez
|  | Senior Trust Officer

Exhibit 7

CONSOLIDATED BALANCE SHEET |  | Citigroup Inc. and Subsidiaries

|  | December 31, |
In millions of dollars |  | 2024 |  |  | 2023 |
Assets |  |  |  |  |  |
Cash and due from banks (including segregated cash and other deposits) |  | $ | 22,782 |  |  | $ | 27,342 |
Deposits with banks, net of allowance |  |  | 253,750 |  |  |  | 233,590 |
Securities borrowed and purchased under agreements to resell (including $140,855 and $206,059 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance |  |  | 274,062 |  |  |  | 345,700 |
Brokerage receivables, net of allowance |  |  | 50,841 |  |  |  | 53,915 |
Trading account assets (including $193,291 and $197,156 pledged to creditors at December 31, 2024 and 2023, respectively) |  |  | 442,747 |  |  |  | 411,756 |
Investments: |  |  |  |  |  |  |  |
Available-for-sale debt securities (including $5,389 and $11,868 pledged to creditors as of December 31, 2024 and 2023, respectively) |  |  | 226,876 |  |  |  | 256,936 |
Held-to-maturity debt securities, net of allowance (fair value of which is $224,410 and $235,001 as of December 31, 2024 and 2023, respectively) (includes $0 and $71 pledged to creditors as of December 31, 2024 and 2023, respectively) |  |  | 242,382 |  |  |  | 254,247 |
Equity securities (including $578 and $766 as of December 31, 2024 and 2023, respectively, at fair value) |  |  | 7,399 |  |  |  | 7,902 |
Total investments |  | $ | 476,657 |  |  | $ | 519,085 |
Loans: |  |  |  |  |  |  |  |
Consumer (including $281 and $313 as of December 31, 2024 and 2023, respectively, at fair value) |  |  | 393,102 |  |  |  | 389,197 |
Corporate (including $7,759 and $7,281 as of December 31, 2024 and 2023, respectively, at fair value) |  |  | 301,386 |  |  |  | 300,165 |
Loans, net of unearned income |  | $ | 694,488 |  |  | $ | 689,362 |
Allowance for credit losses on loans (ACLL) |  |  | (18,574 | ) |  |  | (18,145 | )
Total loans, net |  | $ | 675,914 |  |  | $ | 671,217 |
Goodwill |  |  | 19,300 |  |  |  | 20,098 |
Intangible assets (including MSRs of $760 and $691 as of December 31, 2024 and 2023, respectively) |  |  | 4,494 |  |  |  | 4,421 |
Premises and equipment, net of depreciation and amortization |  |  | 30,192 |  |  |  | 28,747 |
Other assets (including $13,703 and $12,290 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance |  |  | 102,206 |  |  |  | 95,963 |
Total assets |  | $ | 2,352,945 |  |  | $ | 2,411,834 |

Statement continues on the next page.

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CONSOLIDATED BALANCE SHEET |  | Citigroup Inc. and Subsidiaries
(Continued) |  |

|  | December 31, |
In millions of dollars, except shares and per share amounts |  | 2024 |  |  | 2023 |
Liabilities |  |  |  |  |  |  |  |
Deposits (including $3,608 and $2,440 as of December 31, 2024 and 2023, respectively, at fair value) |  | $ | 1,284,458 |  |  | $ | 1,308,681 |
Securities loaned and sold under agreements to repurchase (including $49,154 and $62,485 as of December 31, 2024 and 2023, respectively, at fair value) |  |  | 254,755 |  |  |  | 278,107 |
Brokerage payables (including $5,207 and $4,321 as of December 31, 2024 and 2023, respectively, at fair value) |  |  | 66,601 |  |  |  | 63,539 |
Trading account liabilities |  |  | 133,846 |  |  |  | 155,345 |
Short-term borrowings (including $12,484 and $6,545 as of December 31, 2024 and 2023, respectively, at fair value) |  |  | 48,505 |  |  |  | 37,457 |
Long-term debt (including $112,719 and $116,338 as of December 31, 2024 and 2023, respectively, at fair value) |  |  | 287,300 |  |  |  | 286,619 |
Other liabilities, plus allowances |  |  | 68,114 |  |  |  | 75,835 |
Total liabilities |  | $ | 2,143,579 |  |  | $ | 2,205,583 |
Stockholders’ equity |  |  |  |  |  |  |  |
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of December 31, 2024—714,000 and as of December 31, 2023—704,000, at aggregate liquidation value |  | $ | 17,850 |  |  | $ | 17,600 |
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of December 31, 2024—3,099,719,006 and as of December 31, 2023—3,099,691,704 |  |  | 31 |  |  |  | 31 |
Additional paid-in capital |  |  | 109,117 |  |  |  | 108,955 |
Retained earnings |  |  | 206,294 |  |  |  | 198,905 |
Treasury stock, at cost: December 31, 2024—1,222,647,540 shares and December 31, 2023—1,196,577,865 shares |  |  | (76,842 | ) |  |  | (75,238 | )
Accumulated other comprehensive income (loss) (AOCI) |  |  | (47,852 | ) |  |  | (44,800 | )
Total Citigroup stockholders’ equity |  | $ | 208,598 |  |  | $ | 205,453 |
Noncontrolling interests |  |  | 768 |  |  |  | 798 |
Total equity |  | $ | 209,366 |  |  | $ | 206,251 |
Total liabilities and equity |  | $ | 2,352,945 |  |  | $ | 2,411,834 |

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.

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