XCHG Ltd (XCH) CFO reports 4,000,000-share RSU position in Form 3

Rhea-AI Filing Summary

XCHG Ltd’s Chief Financial Officer, Joel Adalberto Gallo, has reported his initial equity holdings with the company. The Form 3 shows he holds Restricted Stock Units that are convertible into 4,000,000 Class A Ordinary Shares. These RSUs vest annually in four equal installments beginning on August 4, 2026, subject to his continued service.

Each RSU represents the right to receive one Class A Ordinary Share, cash equal to its value, or an equivalent number of American Depositary Shares, with each ADS representing 40 Class A Ordinary Shares.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gallo Joel Adalberto

(Last) (First) (Middle)

XCHARGE EUROPE GMBH

HESELSTUCKEN 18

(Street)

HAMBURG 22453

(City) (State) (Zip)

GERMANY

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
XCHG Ltd [ XCH ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Class A Ordinary Shares	4,000,000(1)	(1)	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") will vest in annually in four equal installments beginning on August 4, 2026, subject to continued service to the Issuer. Each RSU represents the contingent right to receive, following vesting, one Class A Ordinary Share of the Issuer, par value US$0.00001 per share (each, a "Class A Ordinary Share"), or the equivalent value of one Class A Ordinary Share in cash. In lieu of Class A Ordinary Shares, the RSUs may be settled in an equivalent number of American Depositary Shares, each representing 40 Class A Ordinary Shares.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Ran Li, attorney-in-fact for Joel Adalberto Gallo	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What did XCHG Ltd (XCH) disclose in Joel Gallo’s Form 3?

XCHG Ltd disclosed that Chief Financial Officer Joel Adalberto Gallo holds Restricted Stock Units tied to 4,000,000 Class A Ordinary Shares. These RSUs are an initial reported equity position and are subject to a multi-year vesting schedule starting in August 2026.

How many shares do Joel Gallo’s RSUs at XCHG Ltd (XCH) cover?

Joel Gallo’s Restricted Stock Units cover an underlying 4,000,000 Class A Ordinary Shares. Each RSU converts into one share, cash of equal value, or equivalent American Depositary Shares, giving him a substantial potential equity interest once vesting conditions are satisfied.

When do Joel Gallo’s RSUs at XCHG Ltd (XCH) start vesting?

The RSUs begin vesting on August 4, 2026, in four equal annual installments. Vesting is conditioned on Joel Gallo’s continued service with XCHG Ltd, meaning he must remain with the company to receive each yearly tranche of shares or cash value.

What can XCHG Ltd (XCH) RSUs be settled in for Joel Gallo?

Each RSU may be settled in one Class A Ordinary Share, cash equal to one share’s value, or American Depositary Shares. Each ADS represents 40 Class A Ordinary Shares, providing flexible settlement options once the RSUs vest and become deliverable.

Does Joel Gallo’s Form 3 at XCHG Ltd (XCH) show any stock purchases or sales?

The Form 3 does not report any stock purchases or sales; it records existing Restricted Stock Units. These RSUs represent contingent rights to receive shares or cash, rather than immediate market transactions in XCHG Ltd’s Class A Ordinary Shares or ADSs.