X Financial (NYSE: XYF) insider lifts stake with ADS buys and RSU awards

Rhea-AI Filing Summary

X Financial’s major shareholder Yue (Justin) Tang and related entities report updated ownership and recent share acquisitions. Tang is deemed to beneficially own 114,934,942 ordinary shares, representing 49.01% of the company’s ordinary share capital on an as-converted basis. This includes holdings through Mangrove Coast Investment Limited, the Mangrove Coast Trust and Purple Mountain Holding Ltd., combining Class A and high-vote Class B ordinary shares. The filing notes that Class B shares convert one-for-one into Class A, but Class A cannot convert into Class B, with Class B carrying twenty votes per share. Tang also acquired 194,213 ADSs in open-market purchases using personal funds in December 2025 and received 258,333 ADSs through RSU vesting in November 2025 and January 2026, indicating incremental increases in his economic stake.

Key Figures

Tang beneficial ownership: 114,934,942 ordinary shares (49.01%) Mangrove Coast stake: 98,765,278 ordinary shares (42.11%) Purple Mountain stake: 4,068,241 Class A shares (1.73%) +5 more

8 metrics

Tang beneficial ownership 114,934,942 ordinary shares (49.01%) Beneficially owned by Yue (Justin) Tang on an as-converted basis

Mangrove Coast stake 98,765,278 ordinary shares (42.11%) Held by Mangrove Coast Investment Limited, including Class A and Class B shares

Purple Mountain stake 4,068,241 Class A shares (1.73%) Beneficially owned by Purple Mountain Holding Ltd.

Shares outstanding 234,517,901 ordinary shares Total ordinary shares outstanding as of December 31, 2025

Class A outstanding 136,917,901 Class A shares Portion of total ordinary shares as of December 31, 2025

Class B outstanding 97,600,000 Class B shares Convertible into Class A one-for-one; as of December 31, 2025

Open-market ADS purchase 194,213 ADSs ADSs purchased by Yue (Justin) Tang in December 2025 with personal funds

RSU ADS vesting 258,333 ADSs ADSs acquired by Tang via RSU vesting in November 2025 and January 2026

Key Terms

American depositary shares, Class B ordinary shares, beneficially owned, RSU vesting, +2 more

6 terms

American depositary shares financial

"American depositary shares, each ADS represents six Class A ordinary shares"

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.

Class B ordinary shares financial

"Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 114,934,942.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

RSU vesting financial

"In November 2025, Mr. Yue (Justin) Tang acquired 250,000 ADSs through RSU vesting"

RSU vesting is the process by which restricted stock units — a promise by a company to give shares to an employee — become actual, owned shares over time or when certain goals are met. Investors care because vested shares can dilute existing ownership when issued, and the timing of vesting affects when employees can sell shares, which can influence share supply, insider selling patterns, and company incentives.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 114,934,942.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

X Financial

(Name of Issuer)

American depositary shares, each ADS represents six Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.000

(Title of Class of Securities)

98372W103

(CUSIP Number)

Yue (Justin) Tang
7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ, NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST
SHENZHEN, F4, 518067
86-0755-86282977

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/31/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98372W103

1

Name of reporting person

Mangrove Coast Investment Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 98,765,278.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 98,765,278.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

98,765,278.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

42.11 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 1,165,278 Class A ordinary shares in form of 194,213 ADSs and 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue (Justin) Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Percent of class is calculated based on 234,517,901 ordinary shares issued and outstanding as of December 31, 2025, being the sum of (i) 136,917,901 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.

SCHEDULE 13D

CUSIP Number(s): 98372W103

1

Name of reporting person

Rhone Trustees (Bahamas) Ltd. as trustee of the Mangrove Coast Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BAHAMAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 98,765,278.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 98,765,278.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

98,765,278.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

42.11 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Represents 1,165,278 Class A ordinary shares in form of 194,213 ADSs and 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue (Justin) Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Percent of class is calculated based on 234,517,901 ordinary shares issued and outstanding as of December 31, 2025, being the sum of (i) 136,917,901 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.

SCHEDULE 13D

CUSIP Number(s): 98372W103

1

Name of reporting person

Purple Mountain Holding Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,068,241.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,068,241.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,068,241.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.73 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 1,548,714 Class A ordinary shares in the form of 258,119 ADSs and 2,519,527 Class A ordinary shares held by Purple Mountain Holding Ltd., a British Virgin Islands company. Purple Mountain Holding Ltd. is wholly owned by Mr. Yue (Justin) Tang. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Percent of class is calculated based on 234,517,901 ordinary shares issued and outstanding as of December 31, 2025, being the sum of (i) 136,917,901 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.

SCHEDULE 13D

CUSIP Number(s): 98372W103

1

Name of reporting person

Yue (Justin) Tang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 114,934,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 114,934,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

114,934,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.01 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents (i) 6,197,778 Class A ordinary shares in form of 1,032,963 ADS and 5,903,645 Class A ordinary shares held by Yue (Justin) Tang, (ii) 1,548,714 Class A ordinary shares in the form of 258,119 ADSs and 2,519,527 Class A ordinary shares held by Purple Mountain Holding Ltd., a British Virgin Islands company, and (iii) 1,165,278 Class A ordinary shares in form of 194,213 ADSs and 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Purple Mountain Holding Ltd. is wholly owned by Mr. Yue (Justin) Tang. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue (Justin) Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Percent of class is calculated based on 234,517,901 ordinary shares issued and outstanding as of December 31, 2025, being the sum of (i) 136,917,901 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: American depositary shares, each ADS represents six Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.000
(b)	Name of Issuer: X Financial
(c)	Address of Issuer's Principal Executive Offices: 7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ, NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST, SHENZHEN, CHINA , 518067.
Item 3.	Source and Amount of Funds or Other Consideration
	During the window period in December 2025, Mr. Yue (Justin) Tang purchased 194,213 American Depositary Shares (ADSs) of the Issuer through open market purchases at the prevailing market prices through personal funds. In November 2025, Mr. Yue (Justin) Tang acquired 250,000 ADSs through RSU vesting and in January 2026, Mr. Yue (Justin) Tang further acquired 8,333 ADSs through RSU vesting.
Item 4.	Purpose of Transaction
	The information furnished in Item 3 is hereby incorporated into this Item 4 by reference. The Reporting Persons acquired the Class A ordinary shares of the Issuer reported herein for investment purposes. Although the Reporting Persons have no present intention to acquire additional securities of the Issuer, the Reporting Persons intend to review the investment on a regular basis and, as a result thereof and subject to applicable laws and regulations, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Company, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Company owned by the Reporting Persons in the open market, in privately negotiated transactions or otherwise, or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to a course of action (as well as to the specific elements thereof), the Reporting Persons currently expect to take into consideration a variety of factors, including, but not limited to, the following: the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The responses in items (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(b)	The responses in items (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(c)	The Reporting Persons have not effected any transaction in the Class A ordinary shares of the Issuer during the past 60 days, except as otherwise disclosed in this Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mangrove Coast Investment Limited

Signature:	/s/ Yue (Justin) Tang
Name/Title:	Yue (Justin) Tang/ Director
Date:	03/31/2026

Rhone Trustees (Bahamas) Ltd. as trustee of the Mangrove Coast Trust

Signature:	/s/ Keisha Cleare
Name/Title:	Keisha Cleare/ Trustee
Date:	03/31/2026

Signature:	/s/ Rawiya Rahming
Name/Title:	Rawiya Rahming/ Trustee
Date:	03/31/2026

Purple Mountain Holding Ltd.

Signature:	/s/ Yue (Justin) Tang
Name/Title:	Yue (Justin) Tang/ Director
Date:	03/31/2026

Yue (Justin) Tang

Signature:	/s/ Yue (Justin) Tang
Name/Title:	Yue (Justin) Tang
Date:	03/31/2026

FAQ

How many X Financial (XYF) shares does Yue (Justin) Tang beneficially own?

Yue (Justin) Tang is reported to beneficially own 114,934,942 ordinary shares, representing 49.01% of X Financial’s ordinary share capital on an as-converted basis, including holdings through Mangrove Coast Investment Limited and Purple Mountain Holding Ltd.

What percentage of X Financial (XYF) is held by Mangrove Coast Investment Limited?

Mangrove Coast Investment Limited beneficially owns 98,765,278 ordinary shares, representing 42.11% of X Financial’s ordinary share capital on an as-converted basis, combining Class A and Class B ordinary shares held for the Mangrove Coast Trust.

What recent ADS purchases and grants did Yue (Justin) Tang report for X Financial (XYF)?

During December 2025, Yue (Justin) Tang bought 194,213 ADSs in open-market transactions. He also acquired 250,000 ADSs through RSU vesting in November 2025 and a further 8,333 ADSs through RSU vesting in January 2026.

How many X Financial (XYF) shares are outstanding in this filing?

The ownership percentages are based on 234,517,901 ordinary shares outstanding as of December 31, 2025, consisting of 136,917,901 Class A ordinary shares and 97,600,000 Class B ordinary shares, assuming Class B conversion into Class A.

What voting rights do Class A and Class B shares of X Financial (XYF) carry?

Each Class A ordinary share carries one vote, while each Class B ordinary share carries twenty votes. Class B shares are convertible into Class A on a one-for-one basis, but Class A shares cannot be converted into Class B.

What is Purple Mountain Holding Ltd.’s stake in X Financial (XYF)?

Purple Mountain Holding Ltd. beneficially owns 4,068,241 Class A ordinary shares, representing 1.73% of X Financial’s ordinary share capital on an as-converted basis. The company is wholly owned by Yue (Justin) Tang and holds both ADSs and Class A shares.