SCHEDULE: X3 Holdings CFO Boosts Stake, Secures 38% Voting Power

X3 Holdings Co., Ltd.'s CFO and COO, Yuxia Xu, significantly increased her beneficial ownership to 11.59% of ordinary shares, representing 38.34% of total voting power, through an equity-based reward.

Summary

• Yuxia Xu, the Chief Financial Officer and Chief Operating Officer of X3 Holdings Co., Ltd., reported beneficial ownership of 3,291,666 Class B ordinary shares.
• This ownership represents 11.59% of the Issuer's total ordinary shares outstanding as of January 23, 2026.
• Due to the differential voting rights where each Class B ordinary share is entitled to thirty votes, Ms. Xu now holds approximately 38.34% of the Issuer's total voting power.
• The shares were issued as equity-based rewards for outstanding services rendered during the fiscal year ended December 31, 2025, approved by the board of directors on January 5, 2026.
• No monetary consideration was paid for the issuance of these shares.
• The acquisition recognizes Ms. Xu's contributions to the company's operational milestones, capital financing activities, and corporate transformation initiatives.

Sentiment

Score: 8

Explanation: The filing indicates a significant increase in beneficial ownership by a key executive (CFO/COO) through equity-based rewards, demonstrating strong insider confidence and alignment with company performance. The substantial voting power gained also suggests stable leadership and control, which are generally positive signals for investors.

Positives

• A key executive (CFO/COO) significantly increasing her stake demonstrates strong insider confidence in the company's future prospects.
• The issuance of equity-based rewards aligns management's long-term interests directly with those of shareholders.
• The recognition of Ms. Xu's contributions to key operational milestones, capital financing, and corporate transformation highlights her value to the company.
• Ms. Xu's substantial voting power (38.34%) indicates strong insider control and potentially stable leadership, which can be reassuring to investors.

Risks

• The Reporting Person may, from time to time over the next 12 months, acquire additional securities or dispose of some or all of the Shares, which could introduce volatility or uncertainty regarding the stock price.

Future Outlook

The reporting person may, from time to time over the next 12 months, acquire additional securities of the Issuer, dispose of some or all of the Shares, or engage in other transactions, depending on market conditions, the Issuer's business performance, or other factors.

Management Comments

• The Class B ordinary shares acquired by Ms. Xu represent equity-based rewards granted by the Issuer in recognition of her contributions to the Issuer's achievement of key operational milestones, capital financing activities, and corporate transformation initiatives.

Industry Context

This filing highlights a significant increase in insider ownership by a key executive, which is often viewed positively by the market as it signals strong confidence in the company's future. The dual-class share structure, granting disproportionate voting power to Class B shares, is a common mechanism in certain industries, particularly technology, to allow founders or key insiders to maintain control and pursue long-term strategic visions without immediate pressure from public market fluctuations.

Comparison to Industry Standards

• The grant of equity-based rewards to key executives for performance is a standard practice across various industries to incentivize long-term commitment and align management interests with shareholder value creation.
• The significant voting power (38.34%) held by a single executive through a dual-class share structure is comparable to governance models seen in major technology companies like Meta Platforms (Facebook) or Alphabet (Google), where founders or key insiders retain substantial control despite public listing.
• The prior 6-to-1 reverse stock split is a corporate action often undertaken to increase share price, meet listing requirements, or improve market perception, a practice observed across various sectors for companies seeking to optimize their capital structure.

Corporate Governance

Legal Proceedings

• The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, during the last five years.

Related Party Transactions

• The issuance of 3,200,000 Class B ordinary shares to Ms. Yuxia Xu, the Chief Financial Officer and Chief Operating Officer of the Issuer, as equity-based rewards for outstanding services rendered, constitutes a related party transaction.

Stakeholder Impact

• **Shareholders:** Increased insider ownership and voting control by a key executive may be viewed positively as it aligns management interests with long-term company success, but could also raise concerns about minority shareholder influence due to concentrated voting power.
• **Employees:** The equity-based reward system could signal a positive internal culture that recognizes and rewards high performance, potentially boosting morale and retention.
• **Management:** Ms. Xu's increased stake and voting power solidify her influence and commitment to the company's strategic direction, potentially enhancing leadership stability.

Next Steps

• The Reporting Person may acquire additional securities of the Issuer or dispose of some or all of the Shares over the next 12 months, depending on market conditions and business performance.

Key Dates

Recommendation

This filing details a significant increase in beneficial ownership by a key executive (CFO/COO) through equity-based rewards, which is a positive signal of insider confidence and alignment with company performance. However, as a Schedule 13D, it does not provide comprehensive financial performance data or strategic updates to warrant a strong buy or sell recommendation. It primarily indicates a strengthening of insider control and commitment, suggesting a 'hold' position while awaiting further operational and financial disclosures.

Keywords

X3 Holdings, Yuxia Xu, Schedule 13D, Beneficial Ownership, Class B Shares, Voting Power, CFO, COO, Equity Compensation, Insider Ownership, Corporate Governance