SEC Form 4 · accession 0001185185-26-003268
XCHG Ltd · XCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joel Adalberto Gallo
Officer — Chief Financial Officer
Period of report
Aug 4, 2026
Accepted (ET)
Aug 5, 2026 · 6:00 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001979887
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1 | Aug 4, 2026 | M | 1,000,000 | — | A | 1,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Aug 4, 2026 | M | 1,000,000 | D | — | — | Class A Ordinary Shares | 1,000,000 | 3,000,000 | D |
Explanation of responses
- F1Represents the vesting of Restricted Stock Units ("RSUs") on August 4, 2026. The reporting person holds 3,000,000 additional RSUs that will vest in three equal annual installments beginning on August 4, 2027, subject to continued service to the Issuer. Each RSU represents the contingent right to receive, following vesting, one Class A Ordinary Share of the Issuer, par value US$0.00001 per share (each, a "Class A Ordinary Share"), or the equivalent value of one Class A Ordinary Share in cash. In lieu of Class A Ordinary Shares, the RSUs may be settled in an equivalent number of American Depositary Shares, each representing 40 Class A Ordinary Shares.
Remarks
The Power of Attorney given by Mr. Gallo was previously filed with the U.S. Securities and Exchange Commission on March 18, 2026, as an exhibit to a statement on Form 3 filed by Mr. Gallo with respect to XCHG Limited and is hereby incorporated by reference.