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XCHG (XCH) plans reverse ADS split, fractional holders get cash

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

XCHG Limited (XCH) announced a change to the ratio of its American depositary shares (ADSs) to Class A ordinary shares. The ratio will move from 1 ADS = 40 Class A shares to 1 ADS = 800 Class A shares, effectively a one-for-twenty reverse ADS split. ADSs are expected to continue trading on the Nasdaq Global Market under the ticker XCH on a post-reverse-split basis starting at the open of business on August 21, 2026, with a new CUSIP 98370X202. The underlying Class A ordinary shares themselves are not affected; no ordinary shares will be issued or cancelled. Every 20 existing ADSs will be automatically exchanged for 1 new ADS by The Bank of New York Mellon as depositary, with no action required by holders. Fractional ADS entitlements will be aggregated and sold, and net cash (after fees, taxes and expenses) will be distributed to affected ADS holders. The company states that the ADS trading price is expected to increase proportionately, but there is no assurance it will equal or exceed twenty times the pre-change price.

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Filing Explained

As a Form 6-K, this August 19 report furnishes interim information and states that the report, including Exhibit 99.1, is incorporated by reference into XCHG’s Form F-3 and S-8 registration statements, adding the ADS-ratio announcement to those registration documents.

Current ADS Ratio 1 ADS = 40 Class A ordinary shares Existing ADS ratio before the ADS Ratio Change
New ADS Ratio 1 ADS = 800 Class A ordinary shares ADS Ratio after the ADS Ratio Change
Reverse ADS Split Effect One-for-twenty (20) For ADS holders, the ratio change has the same effect as a 1-for-20 reverse split
ADS Exchange Rate 20 existing ADSs for 1 new ADS Automatic exchange on the effective date
Effective Date August 21, 2026 Date ADSs are expected to trade on a post-reverse-split basis
New CUSIP 98370X202 CUSIP for ADSs following the ADS Ratio Change
American depositary shares financial
"the ratio (the “ADS Ratio”) of its American depositary shares (“ADSs”) to its Class A"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
ADS Ratio Change financial
"to a new ADS Ratio of one (1) ADS representing eight hundred (800) Class A ordinary"
An ads ratio change is an adjustment to how many American Depositary Shares (ADS) represent one unit of a foreign company’s ordinary shares — like changing whether a cake is cut into 2 or 10 slices. Investors care because it alters the number of tradable ADS, the implied price per ADS and an investor’s ownership stake, which can affect liquidity, perceived value and comparisons of holdings across markets.
reverse split financial
"will have the same effect as a one-for-twenty (20) reverse split"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
depositary bank financial
"new ADSs being issued by The Bank of New York Mellon, as depositary bank for the exchange"
A depositary bank is a financial institution that holds and safeguards a company's or investor’s securities, such as stocks or bonds, in a secure account. It acts like a digital safe, ensuring that ownership records are accurate and that transactions are processed smoothly. For investors, it provides confidence that their investments are protected and correctly recorded, making buying, selling, or transferring securities reliable and efficient.
fractional new ADSs financial
"No fractional new ADSs will be issued in connection with the ADS Ratio Change"

FAQ

What ADS ratio change did XCHG Limited (XCH) announce?
XCHG Limited will change its ADS ratio from 1 ADS representing 40 Class A shares to 1 ADS representing 800 Class A shares. This has the same effect for ADS holders as a one-for-twenty reverse ADS split, without changing the underlying ordinary shares.

When will the XCH one-for-twenty reverse ADS split take effect?
The ADS ratio change for XCH is expected to become effective at the open of business on August 21, 2026. From that date, XCH ADSs will trade on a post-reverse-split basis on the Nasdaq Global Market under the same ticker symbol, XCH.

Are XCHG Limited’s Class A ordinary shares affected by the ADS ratio change?
No, the company states its Class A ordinary shares will not be affected by the ADS ratio change. No ordinary shares will be issued or cancelled, and holders of ordinary shares will be unaffected; only the ADS-to-share ratio changes for ADS holders.

Will XCH ADS holders need to take any action for the reverse ADS split?
No action is required from ADS holders. The exchange of every 20 existing ADSs for 1 new ADS will occur automatically on the effective date, with existing ADSs cancelled and new ADSs issued by The Bank of New York Mellon as depositary.

How will XCH handle fractional ADSs from the ADS ratio change?
No fractional new ADSs will be issued. Fractional entitlements will be aggregated and sold by the depositary bank, and the net cash proceeds, after applicable fees, taxes and expenses, will be distributed to affected ADS holders.

How might the XCH ADS trading price change after the reverse ADS split?
The company states the ADS trading price is expected to increase proportionately following the ADS ratio change. However, it gives no assurance that the post-change price will be equal to or greater than twenty times the pre-change ADS price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 August 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 ☐

 

 

The information contained in this Report on Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-292266) and S-8 (Registration No. 333-294184).

 

 

 

 

 

EXHIBIT INDEX

Exhibit No. Description

 

99.1 Press Release

 

 

 

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: August 19, 2026

By:

/s/ Yifei Hou

Name: Yifei Hou

Title: Co-Chief Executive Officer

 

 

 

Exhibit 99.1

XCharge Announces Plan to Implement ADS Ratio Change

 

HAMBURG, Germany and AUSTIN, Texas, August 19, 2026 (GLOBE NEWSWIRE) -- XCHG Limited ("XCharge" or the "Company") (Nasdaq: XCH), a global provider in high-power EV charging solutions, today announced that it will change the ratio (the “ADS Ratio”) of its American depositary shares (“ADSs”) to its Class A ordinary shares, par value US$0.00001 per share, from the current ADS Ratio of one (1) ADS representing forty (40) Class A ordinary shares to a new ADS Ratio of one (1) ADS representing eight hundred (800) Class A ordinary shares (the “ADS Ratio Change”). For the Company’s ADS holders, the ADS Ratio Change will have the same effect as a one-for-twenty (20) reverse split.

The Company’s ADSs are expected to continue trading on the Nasdaq Global Market on a post-reverse split basis under the same ticker symbol, “XCH,” effective at the open of business on August 21, 2026 (the “Effective Date”). The new CUSIP number for the Company's ADSs following the reverse ADS split will be 98370X202.

The Class A ordinary shares of the Company will not be affected by the ADS Ratio Change. No ordinary shares will be issued or cancelled in connection with the ADS Ratio Change, and holders of the Company's ordinary shares will be unaffected by the new ADS Ratio.

 

The exchange of every twenty (20) existing ADSs for one (1) new ADS will occur automatically on the Effective Date, with the existing ADSs being cancelled and new ADSs being issued by The Bank of New York Mellon, as depositary bank for the exchange. No action will be required by ADS holders to effect the exchange. No fractional new ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank, and the net cash proceeds from the sale, after deduction of applicable fees, taxes and expenses, will be distributed to the applicable ADS holders by the depositary bank.

As a result of the ADS Ratio Change, the ADS trading price is expected to increase proportionately, although the Company can give no assurance that the ADS trading price after the ADS Ratio Change will be equal to or greater than twenty times the ADS trading price before the change.

 

About XCharge

 

XCharge (Nasdaq: XCH) is a global provider in high-power electric vehicle charging solutions. The Company has headquarters in Hamburg, Germany and Austin, TX, working with a globally networked team to drive innovation in the field of energy and help its customers achieve long-term success.

 

Safe Harbor Statement

 

This press release contains forward-looking statements. Such statements are made pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about XCHG Limited's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "objective," "target," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in XCHG Limited's filings with the United States Securities and Exchange Commission.

 

All information provided in this press release is as of the date of this press release, and XCHG Limited does not undertake any duty to update such information, except as required under applicable law.

 

 

 

For investor and media inquiries, please contact:

 

XCharge
IR Department
Email: ir@xcharge.com

 

Water Tower Research Asia
Feifei Shen, CFA
Tel: +86 134-6656-6136
Email: feifei@watertowerresearch.com

 

Source: View Original Filing on SEC EDGAR

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