SCHEDULE: X3 Holdings Co-CEO Boosts Voting Power to 53.7%

Stewart Lor, Co-Chief Executive Officer of X3 Holdings Co., Ltd., has increased his beneficial ownership to 53.70% of the company's total voting power through an equity-based reward.

Summary

• Stewart Lor, Co-Chief Executive Officer of X3 Holdings Co., Ltd., and Hogstream International Ltd. (wholly owned by Stewart Lor) are the reporting persons in this Schedule 13D amendment.
• Hogstream International Ltd. beneficially owns 4,610,365 Ordinary Shares of X3 Holdings Co., Ltd.
• This ownership represents 16.23% of the total outstanding shares and approximately 53.70% of the Issuer's total voting power.
• The significant voting power is attributed to Class B ordinary shares, which carry 30 votes per share, while Class A shares carry one vote.
• On January 5, 2026, Hogstream received 4,500,000 Class B ordinary shares as an equity-based reward for Stewart Lor's outstanding services during the fiscal year ended December 31, 2025.
• No monetary consideration was paid for the issuance of these 4,500,000 Class B shares.
• As of January 23, 2026, the total outstanding shares are 28,409,794, comprising 20,507,763 Class A ordinary shares and 7,902,031 Class B ordinary shares.

Sentiment

Score: 7

Explanation: The filing indicates strong insider commitment and rewards for executive performance, which can be positive for stability. However, the high concentration of voting power in one individual could be viewed as a governance concern by some investors. The equity award itself is a positive for the executive and implies good performance leading to the award.

Positives

• Stewart Lor, the Co-CEO, received a significant equity-based reward of 4,500,000 Class B ordinary shares for his outstanding services and contributions to key operational milestones, capital financing activities, and corporate transformation initiatives during fiscal year 2025.
• This reward demonstrates management's confidence and commitment to the company's future, aligning the Co-CEO's interests with long-term shareholder value.
• The increase in Stewart Lor's beneficial ownership to 53.70% of total voting power indicates strong insider control and potentially stable leadership.

Negatives

• The significant concentration of voting power (53.70%) with one individual (Stewart Lor) through Class B shares (30 votes per share) could limit the influence of other shareholders on corporate decisions.

Risks

• The Reporting Persons 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, which could impact the stock price and ownership structure.

Future Outlook

The Reporting Persons 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 the Reporting Persons represent equity-based rewards awarded to Stewart, the Issuer's Co-Chief Executive Officer, in recognition of his contributions to the Issuer's achievement of key operational milestones, capital financing activities, and corporate transformation initiatives.

Industry Context

This filing primarily details a change in beneficial ownership and an equity award to a key executive, which is a common practice for incentivizing leadership. The dual-class share structure with differential voting rights is also a feature seen in some technology and founder-led companies, allowing founders to maintain control despite lower economic ownership.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The issuance of 4,500,000 Class B ordinary shares to Hogstream International Ltd., a company wholly owned by Stewart Lor (Co-Chief Executive Officer of X3 Holdings Co., Ltd.), for Stewart's benefit as an equity-based reward for services rendered. This transaction was approved by the board of directors on January 5, 2026.

Stakeholder Impact

• Shareholders: Increased insider ownership and control may provide stability but could also reduce the influence of minority shareholders. The non-monetary equity award could be perceived as dilutive to economic interest, though the filing doesn't explicitly state new share creation beyond the reported total outstanding.
• Management/Employees: Stewart Lor's significant equity reward serves as a strong incentive for continued performance and alignment with company goals.

Next Steps

• The Reporting Persons may acquire additional securities of the Issuer in the next 12 months.
• The Reporting Persons may dispose of some or all of the Shares in the next 12 months.
• The Reporting Persons may engage in other transactions related to the Issuer's securities in the next 12 months.

Key Dates

Recommendation

The significant increase in the Co-CEO's voting power to over 50% through an equity-based reward demonstrates strong insider commitment and control, which can be a positive for long-term stability. However, the concentration of voting power may raise governance concerns for some investors. The filing does not provide financial performance data to warrant a 'buy' or 'sell' recommendation, but the strong insider alignment suggests a 'hold' for existing investors to observe future performance under this consolidated leadership.

Keywords

X3 Holdings, Stewart Lor, Hogstream International, Schedule 13D, Beneficial Ownership, Class B Shares, Voting Power, Equity Reward, Corporate Governance, Insider Ownership