Xinyuan Real Estate (XINRY) delays 2025 Form 20-F beyond extended deadline

Rhea-AI Filing Summary

Xinyuan Real Estate Co., Ltd. has delayed filing its annual report on Form 20-F for the year ended December 31, 2025. The company had previously extended the deadline to May 15, 2026 under a Form 12b-25 notice but now states it cannot meet that date. Management is still compiling information and finalizing consolidated financial statements, and the independent registered public accounting firm needs more time for audit testing and documentation. The company states it is working with all parties and expects to file the annual report as soon as practicable.

Insights

Regulatory reporting analyst

Xinyuan is experiencing a delay in completing its 2025 Form 20-F audit work.

Xinyuan Real Estate Co., Ltd. discloses that it cannot file its Form 20-F for the year ended December 31, 2025 by the extended May 15, 2026 deadline referenced in its earlier Form 12b-25. Management is still compiling information and finalizing consolidated financial statements.

The company also notes that its independent registered public accounting firm requires additional time to perform further audit testing and complete documentation. This indicates that both internal preparation and external audit procedures are still in progress rather than complete.

The company states it is working diligently with all relevant parties and expects to file its annual report as soon as practicable. The actual impact for investors depends on when the Form 20-F is ultimately filed and what the finalized financial statements show once available.

Key Figures

Fiscal year covered: Year ended December 31, 2025 Extended filing deadline: May 15, 2026 Form type: Form 20-F and Form 6-K

3 metrics

Fiscal year covered Year ended December 31, 2025 Period for the delayed Form 20-F

Extended filing deadline May 15, 2026 Prior Form 20-F deadline disclosed in Form 12b-25

Form type Form 20-F and Form 6-K Annual report form and current report providing delay update

Key Terms

Form 20-F, Form 12b-25, independent registered public accounting firm, consolidated financial statements

4 terms

Form 20-F regulatory

"filing status of its annual report on Form 20-F for the fiscal year ended December 31, 2025"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

Form 12b-25 regulatory

"As disclosed in the Company’s Form 12b-25 filed on April 30, 2026"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

independent registered public accounting firm financial

"The Company and its independent registered public accounting firm also require additional time to conduct further audit testing"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

consolidated financial statements financial

"requires additional time to finalize the consolidated financial statements"

Consolidated financial statements combine the financial results of a parent company and all the companies it controls into one set of reports, like showing the whole family’s budget instead of each person’s separate accounts. For investors this matters because it gives a complete picture of assets, debts, revenue and cash flow across the entire group, helping assess true size, risk and profitability without missing or double-counting related activity.

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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

of the Securities Exchange Act of 1934

FOR THE MONTH OF May 2026

COMMISSION FILE NUMBER: 001-33863

XINYUAN REAL ESTATE CO., LTD.

27/F, China Central Place, Tower II
79 Jianguo Road, Chaoyang District
Beijing 100025
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 ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Xinyuan Real Estate Co., Ltd. (“Company”) provides the following update regarding the filing status of its annual report on Form 20-F for the fiscal year ended December 31, 2025.

As disclosed in the Company’s Form 12b-25 filed on April 30, 2026, the Company extended the filing deadline for its annual report to May 15, 2026. However, the Company will not be able to complete the filing by such date.

The Company’s management team is still in the process of compiling the information required for the annual report and requires additional time to finalize the consolidated financial statements. The Company and its independent registered public accounting firm also require additional time to conduct further audit testing and complete the necessary documentation.

The Company will continue to work diligently with all relevant parties to advance the foregoing process and expects to file the annual report as soon as practicable.

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.

	XINYUAN REAL ESTATE CO., LTD.
	(Registrant)
Date:  May 15, 2026	By:	/s/ Yong Zhang
		Name:	Yong Zhang
		Title:	Chief Executive Officer

FAQ

Why is Xinyuan Real Estate (XINRY) delaying its 2025 Form 20-F filing?

Xinyuan Real Estate is delaying its 2025 Form 20-F because management is still compiling required information and finalizing consolidated financial statements. Its independent registered public accounting firm also needs additional time to perform further audit testing and complete supporting documentation before the report can be filed.

What filing deadline did Xinyuan Real Estate (XINRY) previously set for its 2025 Form 20-F?

Xinyuan Real Estate previously extended the deadline for its 2025 Form 20-F to May 15, 2026, as disclosed in a Form 12b-25. The company now reports it cannot complete the filing by that extended date and is working to finish as soon as practicable.

What role does the auditor play in Xinyuan Real Estate’s (XINRY) delayed Form 20-F?

Xinyuan Real Estate states its independent registered public accounting firm requires more time to conduct further audit testing and complete necessary documentation. This means both management and the auditor are still working through the audit process before the Form 20-F can be finalized and filed.

What period will Xinyuan Real Estate’s (XINRY) delayed Form 20-F cover?

The delayed Form 20-F will cover Xinyuan Real Estate’s fiscal year ended December 31, 2025. The company explains that it is still finalizing consolidated financial statements for this period, which is contributing to the delay in completing and filing the annual report.

Has Xinyuan Real Estate (XINRY) indicated when it expects to file the 2025 Form 20-F?

Xinyuan Real Estate has not given a specific new date but says it expects to file the Form 20-F “as soon as practicable.” The company notes that it is working diligently with all relevant parties to complete financial statement preparation and audit procedures before filing.