XCHG Limited (XCH) approves 2026 share incentive plan for equity awards

Rhea-AI Filing Summary

XCHG Limited has adopted a new 2026 Share Incentive Plan approved by its board of directors on March 9, 2026. The plan is designed to attract and retain key employees, directors and other eligible participants by granting equity-based awards.

Under the plan, the company is authorized to issue up to 1,492,028,626 ordinary shares with a par value of US$0.00001 per share pursuant to such awards. The plan follows the company’s home country practices, and its full text is filed as an exhibit and incorporated into XCHG Limited’s existing Form F-3 registration statement.

Form 6-K: How Foreign Companies Report to the SEC →

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 March 2026

Commission File Number: 001-42208

XCHG Limited

(Exact Name of Registrant as Specified in Its Charter)

XCharge Europe GmbH, Heselstücken 18,

22453 Hamburg, Germany

XCharge Energy USA Inc, 19121 Marketplace Avenue,

Building 2-Suite 2-145, Kyle, TX 78640, United States

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

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Adoption of 2026 Share Incentive Plan

On March 9, 2026, the board of directors of XCHG Limited (the “Company”) approved the adoption of the Company’s 2026 Share Incentive Plan (the “Plan”). The purpose of the Plan is to attract and retain the services of talented personnel considered essential to the Company’s success by providing additional incentives to the Company’s key employees, directors and other eligible persons, and to promote the success of the Company and its subsidiaries. In adopting the Plan, the Company is relying on its home country practices pursuant to the applicable laws, rules and regulations of its jurisdiction of incorporation.

The Company is authorized to issue a maximum of 1,492,028,626 ordinary shares, par value US$0.00001 per share, pursuant to equity awards granted under the Plan.

The foregoing description of the Plan is only a summary and is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 10.1 to this Report on Form 6-K and incorporated by reference herein.

The information contained in this Report on Form 6-K, including Exhibit 10.1 hereto, is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-292266).

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EXHIBIT INDEX

Exhibit No.		Description
10.1		XCHG Limited 2026 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 (File No. 333-294184) filed with the U.S. Securities and Exchange Commission on March 10, 2026)

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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.

				XCHG Limited
Date: March 12, 2026				By:		/s/ Yifei Hou
						Name: Yifei Hou
						Title: Chief Executive Officer

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FAQ

What did XCHG (XCH) announce in its March 2026 Form 6-K?

XCHG Limited announced its board approved a 2026 Share Incentive Plan on March 9, 2026. The plan provides equity-based incentives to key employees, directors and other eligible participants, with detailed terms included in an exhibit incorporated by reference.

How many shares are authorized under XCHG Limited’s 2026 Share Incentive Plan?

The plan authorizes issuance of up to 1,492,028,626 ordinary shares. These shares, each with a par value of US$0.00001, may be granted under various equity awards to eligible employees, directors and other participants to support XCHG Limited’s long-term incentive strategy.

Who is eligible to participate in XCHG (XCH) 2026 Share Incentive Plan?

The plan is intended for the company’s key employees, directors and other eligible persons. By granting equity awards, XCHG Limited aims to attract and retain talent considered essential to its success and to align participants’ interests with the company’s performance.

When did XCHG Limited’s board approve the 2026 Share Incentive Plan?

The board of XCHG Limited approved the 2026 Share Incentive Plan on March 9, 2026. This approval formally establishes the framework for granting equity awards under the plan, subject to the terms set out in the full plan document filed as an exhibit.

How does the new share plan relate to XCHG Limited’s SEC registrations?

Information about the 2026 Share Incentive Plan, including the full text in Exhibit 10.1, is incorporated by reference into XCHG Limited’s Form F-3 registration statement. The exhibit itself is also linked to a Form S-8 registration filed on March 10, 2026.

What legal framework does XCHG (XCH) rely on for its 2026 Share Incentive Plan?

XCHG Limited relies on its home country practices under applicable laws, rules and regulations of its jurisdiction of incorporation. This approach governs adoption and operation of the 2026 Share Incentive Plan as described in the March 2026 Form 6-K filing.