X3 Holdings (Nasdaq: XTKG) clears AGM vote on share consolidation

Rhea-AI Filing Summary

X3 Holdings Co., Ltd. reported that all resolutions at its annual general meeting held on February 9, 2026 were approved. A key item was a share consolidation intended to help the company regain compliance with Nasdaq Marketplace Rule 5550(a)(2) on minimum share price.

After the share consolidation, each shareholder’s percentage ownership is expected to remain effectively the same, aside from minor changes from handling fractional shares. No fractional shares will be issued; instead, any fractional amounts will be redeemed for cash at fair value based on the first post-consolidation closing price.

Shareholders holding shares electronically through brokerage accounts do not need to take any action, as the consolidation will be reflected automatically in their accounts. The full text of the approved resolutions is available in the company’s meeting notice and on its website.

Insights

Equity capital markets analyst

Routine AGM approvals with a share consolidation aimed at Nasdaq bid-price compliance.

X3 Holdings confirmed that all annual general meeting resolutions passed, including a share consolidation designed to address Nasdaq Marketplace Rule 5550(a)(2) on minimum bid price. This is a structural change to the share count rather than a change in the company’s underlying business.

The company states that each shareholder’s percentage ownership will remain effectively unchanged, aside from minor effects from fractional shares. Fractional positions will be redeemed for cash at fair value using the first post-consolidation closing price, which standardizes treatment for all holders.

For investors, the main practical point is that brokerage accounts will be adjusted automatically for electronic holdings. This development is administrative and focused on listing compliance, so its ultimate significance will depend on future operating performance rather than the consolidation itself.

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 February 2026

Commission File Number: 001-38851

X3 HOLDINGS CO., LTD.

(Translation of Registrant’s name into English)

Suite 412, Tower A, Tai Seng Exchange

One Tai Seng Avenue

Singapore 536464

(Address of Principal Executive Office)

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 ☒ Form 40-F ☐

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release - X3 Holdings Announces Annual General Meeting Results

1

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 13, 2026

	X3 HOLDINGS CO., LTD.
	By:	/s/ Stewart Lor
		Stewart Lor
		Chief Executive Officer

2

Exhibit 99.1

X3 Holdings Announces Annual General Meeting Results

Singapore, February 13, 2026 /PRNewswire/ — X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the “Company” or “XTKG”), a global provider of digital solutions and technology services spanning diverse industries, today announced that all resolutions presented to the shareholders at its annual general meeting which held on February 9, 2026 (the “Annual General Meeting”) were duly passed.

The Company will shortly implement and announce the effectiveness of the Share Consolidation, which was passed by the shareholders at the Annual General Meeting. The Share Consolidation is primarily being effectuated to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) related to the minimum price per share of the Company’s ordinary shares. Immediately after the Share Consolidation, each shareholder’s percentage ownership interest in the Company will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of ordinary shares will be substantially unaffected by the Share Consolidation. No fractional shares will be issued in connection with the Share Consolidation, but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, such fair value being the closing price of the ordinary shares on a post-consolidation basis on the applicable trading market on the first trading date of the ordinary shares following the Share Consolidation. Shareholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Share Consolidation will automatically be reflected in their brokerage accounts.

The full text of each resolution was included in the Notice of the Annual General Meeting, which was filed with the Securities and Exchange Commission on Form 6-K on January 12, 2026. The full text of each resolution is also available on the Company’s website www.x3holdings.com. Capitalized terms not otherwise defined in this announcement shall have the meanings assigned to them in the Company’s Notice of the Annual General Meeting dated January 12, 2026.

About X3 Holdings

X3 Holdings Co., Ltd. (Nasdaq: XTKG) is a global provider of digital solutions and technology services spanning diverse industries. The Company is operating across diversified business segments in digital technologies, cryptomining operations, renewable energy and agriculture technologies. X3 Holdings is headquartered in Singapore with subsidiaries and operations globally. For additional information, please visit www.x3holdings.com. 

Safe Harbor Statement

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements include, among others, statements regarding the Company’s plans to regain compliance with the minimum bid price requirement. The Company’s actual results may differ materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. The reports filed by the Company with the Securities and Exchange Commission discuss these and other important factors and risks that may affect the Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

Corporate Investor Relations

Email: ir@x3holdings.com

Website: www.x3holdings.com

FAQ

What did X3 Holdings (XTKG) announce in its recent 6-K filing?

X3 Holdings announced that all resolutions at its February 9, 2026 annual general meeting were approved, including a share consolidation. The consolidation is intended to support compliance with Nasdaq’s minimum bid price rule and will not materially change shareholders’ percentage ownership positions.

Why is X3 Holdings (XTKG) implementing a share consolidation?

The share consolidation is primarily being implemented to help X3 Holdings regain compliance with Nasdaq Marketplace Rule 5550(a)(2), which sets a minimum price per share for ordinary shares. Consolidating shares raises the trading price per share without changing the company’s overall market value.

How will X3 Holdings’ share consolidation affect existing XTKG shareholders?

After the share consolidation, each shareholder’s percentage ownership in X3 Holdings is expected to remain the same, except for minor changes from handling fractional shares. The economic interest in the company should be preserved even though the number of shares held will change proportionally.

What happens to fractional shares in X3 Holdings’ share consolidation?

No fractional shares will be issued in the share consolidation. Instead, any fractional share amounts will be redeemed in cash at fair value, based on the closing price of X3 Holdings’ ordinary shares on a post-consolidation basis on the first trading day after the consolidation.

Do X3 Holdings (XTKG) shareholders need to take action for the consolidation?

Shareholders holding X3 Holdings shares electronically through brokerage firms do not need to take any action. The effect of the share consolidation will be processed by the broker and automatically reflected in their brokerage accounts after the consolidation becomes effective and trading resumes.

Where can investors find the full AGM resolutions for X3 Holdings (XTKG)?

The full text of each resolution approved at X3 Holdings’ annual general meeting is included in the company’s Notice of the Annual General Meeting dated January 12, 2026, and is also available on the corporate website at www.x3holdings.com for investor reference and review.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE - X3 HOLDINGS ANNOUNCES ANNUAL GENERAL MEETING RESULTS 6.3 KB