Executive stock bonuses add 7.7M Class B shares at X3 Holdings (XTKG)

Rhea-AI Filing Summary

X3 Holdings Co., Ltd. issued 7,700,000 Class B restricted ordinary shares as stock bonuses for the year ended December 31, 2025. Hogstream International Ltd., an entity 100% held by Co‑Chief Executive Officer Stewart Lor, received 4,500,000 Class B shares, and Chief Financial Officer Yuxia Xu received 3,200,000 Class B shares.

The stock bonuses were granted in recognition of their contributions to operational milestones, capital financing activities, and corporate transformation initiatives. The awards were valued at the lowest closing bid price on January 2, 2026, which was $0.3203 per share, and no cash consideration was paid. Class B shares have the same economic rights as existing ordinary shares but carry 30 votes per share versus one vote for each Class A ordinary share. The board of directors approved the issuances.

Insights

Corporate governance analyst

X3 grants 7.7M super‑voting Class B shares to its top executives as equity compensation.

The company awarded 7,700,000 Class B restricted ordinary shares as stock bonuses for 2025 performance, with 4,500,000 shares going to an entity wholly owned by Co‑CEO Stewart Lor and 3,200,000 shares to CFO Yuxia Xu. The awards recognize work on operational milestones, capital financing, and corporate transformation, and were priced at the lowest closing bid on January 2, 2026 of $0.3203 per share with no cash paid.

These Class B shares rank equally with existing ordinary shares on economic terms but carry 30 votes per share instead of one. This structure can increase the voting influence of the recipients relative to their economic stake, depending on the overall share base, which is not detailed here. The board of directors formally approved the issuances, indicating they were handled through the company’s governance processes.

Future company filings may provide additional context on total shares outstanding and overall ownership structure, which would help investors understand how these super‑voting awards affect control dynamics and potential dilution.

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 January 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 ☐

Issuance of Class B Restricted Ordinary Shares as Stock Bonus

On January 5, 2026, X3 Holdings Co., Ltd. (the “Company”) has issued (i) 4,500,000 Class B restricted ordinary shares to Hogstream International Ltd., a company incorporated under the laws of British Virgin Islands, which is 100% held by Mr. Stewart Lor, the Co-Chief Executive Officer of the Company; and (ii) 3,200,000 Class B restricted ordinary shares to Ms. Yuxia Xu, the Chief Financial Officer of the Company (together with the issuance of Class B restricted ordinary shares to Hogstream International Ltd., collectively referred to as the “Issuance of B Shares”), as stock bonuses for the year ended December 31, 2025. The Issuance of B Shares were made in recognition of Mr. Lor and Ms. Xu’s contributions to the Company’s achievement of key operational milestones, capital financing activities, and corporate transformation initiatives.

The Issuance of B Shares was valued at the lowest closing bid price of January 2, 2026, which is $0.3203 per share. No monetary consideration was paid for the issuance of these shares. The Class B shares will rank pari passu in all respects with all existing ordinary shares of the Company, except that each Class B ordinary share is entitled to 30 vote at a general shareholders’ meeting as opposed to one vote for each Class A ordinary share. The Issuance of B Shares was approved by the board of directors of the Company.

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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: January 23, 2026

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

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