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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

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Commission file number: 001-38652

X Financial

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

7-8F, Block A, Aerospace Science and Technology Plaza

No. 168, Haide Third Avenue, Nanshan District

Shenzhen, 518067, the People’s Republic of China

(Address of principal executive offices)

Mr. Frank Fuya Zheng, Chief Financial Officer

7-8F, Block A, Aerospace Science and Technology Plaza

No. 168, Haide Third Avenue, Nanshan District

Shenzhen, 518067, the People’s Republic of China

Tel: +86-755-8628 2977

E-mail: frank.zheng@xiaoying.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

* Effective from November 19, 2020, the ratio of ADSs representing the Class A ordinary shares changed from one (1) ADS representing two (2) Class A ordinary shares to one (1) ADS representing six (6) Class A ordinary shares.

** Not for trading, but only in connection with the listing of the American depositary shares on the New York Stock Exchange.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

234,517,901 ordinary shares, comprised of 136,917,901 Class A ordinary shares, par value $0.0001 per share, and 97,600,000 Class B ordinary shares, par value $0.0001per share, as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐   No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐   No ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Check one:

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.   ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

If securities are registered pursuant to section 12(b) of Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐  Item 17   ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐    No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐   No ☐

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INTRODUCTION

Unless otherwise indicated, in this annual report on Form 20-F, the following terms shall have the meaning set out below:

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Our reporting currency is Renminbi because substantially all of our operations are conducted in Chinese Mainland and all of our revenues is denominated in Renminbi. This annual report contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.9931 to US$1.00, the exchange rate in effect as of December 31, 2025, as set forth in the H.10 statistical release of the Federal Reserve Board published on January 5, 2026. We make no representation that the Renminbi or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. The Chinese Mainland government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade.

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FORWARD-LOOKING INFORMATION

This annual report on Form 20-F contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

You can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements include, but are not limited to, statements about:

You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this annual report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3. Key Information—3.D. Risk Factors.” Those risks are not exhaustive. We operate in an evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from what we expect.

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PART I

VIE Structure and Risks Relating to Our Corporate Structure

X Financial is a Cayman Islands holding company conducting its operations in Chinese Mainland through Beijing WFOE, a wholly-owned subsidiary of YZT (HK) Limited, Shenzhen Xiaoying Puhui Technology Co., Ltd., a wholly-owned subsidiary of Beijing WFOE (“Shenzhen Puhui”), Shenzhen Xiaoying Information Technology Group Co., Ltd. (“Shenzhen Xiaoying IT”), a wholly-owned subsidiary of Beijing WFOE, and the VIEs, including Shenzhen Xiaoying (VIE), Beijing Ying Zhong Tong (VIE) and their subsidiaries. The Company has equity interests in Beijing WFOE, Shenzhen Puhui, and Shenzhen Xiaoying IT, however, neither the Company nor its subsidiaries own any share in the VIEs. Instead, the Company controls and receives the economic benefits of the VIEs’ business operation through a series of contractual arrangements (the “VIE Agreements”). To comply with Chinese Mainland laws and regulations, the Company does not have an equity ownership interest in its VIEs but rely on the VIE Agreements with VIEs to control and operate their businesses. The VIE Agreements are designed to provide Beijing WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal equity holder of the VIEs, including absolute control rights and the rights to the assets, property, and revenues of the VIEs. As a result of these contractual arrangements, which have not been tested in a court of law in the Chinese Mainland, the assets and liabilities of the VIEs are treated as the Company’s assets and liabilities and the results of operations of the VIEs are treated in all aspects as if they were the results of the Company’s operations due to the satisfaction for consolidation of the VIEs under generally accepted accounting principles in the United States (“U.S. GAAP”). The Company is the primary beneficiary of the VIEs, and, therefore, consolidates the financial results of the VIEs in our consolidated financial statements in accordance with U.S. GAAP. See “Item 4.C. Organizational Structure” for more information on these VIE Agreements.

Because of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the Chinese Mainland laws and regulations in the future, including but not limited to the validity and enforcement of the VIE Agreements. We are also subject to the risks of uncertainty about any future actions of the Chinese Mainland government in this regard. Our VIE Agreements may not be effective in providing control over the VIEs. The contractual arrangements have not been judicially tested in the Chinese Mainland and there remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. We rely on the VIE Agreements with VIEs to control and operate their businesses. The investors may never hold equity interests in such VIEs. We may also be subject to sanctions imposed by Chinese Mainland regulatory agencies including Chinese Securities Regulatory Commission, or CSRC, if we fail to comply with their rules and regulations. We may also be subject to Chinese Mainland laws relating to, among others, data security and restrictions over foreign investments due to the complexity of the regulatory regime in Chinese Mainland, and the recent statements and regulatory actions by the Chinese Mainland government relating to data security may affect our remaining business operations in Chinese Mainland or even our ability to offer securities in the United States. We are also subject to the risks and uncertainties about any future actions of the Chinese Mainland government that could disallow the VIE structure, which would likely result in a material change in our operations and/or a material change in the value of our securities, including causing the value of such securities to significantly decline or become worthless. See “Risk Factors-Risks Relating to Our Corporate Structure” for more information.

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The following diagram illustrates our corporate structure as of the date of this annual report. It omits certain entities that are immaterial to our results of operations, business and financial condition and also omits trusts and limited partnership enterprises we consolidate. The relationships between, on the one hand, each of Beijing Ying Zhong Tong (VIE), and Shenzhen Xiaoying (VIE), and on the other hand, Beijing WFOE as illustrated in this diagram are governed by contractual arrangements and do not constitute equity ownership. See “Risk Factors-Risks Relating to Our Corporate Structure” for more information.

* Entities in which the shareholders of X Financial own the equity interest.

** Entities in which the shareholders of X Financial do not own any equity interest.

Risks Associated with being based in or having the majority of our Operations in Chinese Mainland

The Chinese Mainland government exercises substantial control over China’s economy through regulation and state ownership, exposing us to significant legal and operational risks. Our ability to operate in Chinese Mainland may be harmed by changes in Chinese Mainland’s laws and regulations. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Any actions by the Chinese Mainland government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companies having operations in Chinese Mainland, including us, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, and cause the value of our securities to significantly decline or become worthless.

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The Chinese Mainland government may exert, at any time, substantial intervention and influence over the manner of our operations. Recently, the Chinese Mainland government initiated a series of regulatory actions and statements to regulate business operations in Chinese Mainland with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Chinese Mainland-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews and new laws and regulations related to data security, and expanding the efforts in anti-monopoly enforcement.

Data Protection and Cybersecurity

China’s data protection framework is evolving rapidly and is likely to remain uncertain for the foreseeable future. The following laws are currently in effect and apply to our operations:

As of the date of this report, we have not been subject to any cybersecurity or data security investigations and have not received any inquiry, notice, warning, or sanctions from the CAC, and we have not been informed as a critical information infrastructure operator by any governmental authorities. If we were designated a critical information infrastructure operator, we would be required to store personal information and important data collected within China inside China — a practice we already follow — and submit to review when purchasing internet products and services.

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We maintain a comprehensive data protection program, including: encryption of sensitive data in storage and transmission using State Secret Algorithm standards; hardware firewalls and 802.1X access controls; real-time monitoring and audit via fortress machines; cross-region disaster recovery with regular backup and restoration testing; intrusion prevention systems and web application firewalls; terminal security controls covering behavioral management, asset management, and operation auditing; and regular penetration testing and code-level vulnerability scanning. Based on the foregoing, we do not expect that, as of the date of this annual report, the current applicable Chinese Mainland laws on cybersecurity would have a material adverse impact on our business. However, we cannot assure you that the operators from the CAC or other relevant governmental authority will not introduce additional requirements or policies which may require significant changes in the way we operate our business, and we cannot guarantee full compliance as laws continue to evolve. Non-compliance with all applicable laws and regulations could result in regulatory action, fines, suspension of activities, or reputational harm.

Overseas Listing and Securities Requirements

In July 2021, Chinese authorities issued the Opinions on Strictly Cracking Down Illegal Securities Activities, calling for stronger oversight of overseas-listed Chinese companies and improved legislation on data security and cross-border information management. Implementation rules remain incomplete and interpretation is unclear. We have received no inquiry, notice, warning, or sanctions in connection with these opinions and do not expect a material adverse impact on our current business.

In February 2023, the CSRC issued the Trial Administrative Measures for Overseas Securities Offerings and Listings by Domestic Companies (the “Trial Measures”), effective on March 31, 2023, along with five supporting guidelines. These measures require Chinese companies seeking overseas listings to file with the CSRC within three working days of submitting an initial public offering (“IPO”) application, and again within three working days of completing the listing. At the press conference held for the Trial Measures on February 17, 2023, officials from the CSRC clarified that the Chinese Mainland domestic companies that have already been listed overseas on or before the effective date of the Trial Measures (i.e., March 31, 2023) shall be deemed as existing issuers (“Existing Issuers”). The Existing Issuers are not required to complete the filing procedures immediately but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC. We qualify as an “Existing Issuer” because we listed on September 19, 2018, before the Trial Measures took effect. We are currently not required to file with the CSRC under the Trial Measures, but will do so if we pursue refinancing or any other activity subject to these rules. Failure to complete required filings on time could materially affect our ability to raise funds and conduct operations.

Also effective on March 31, 2023, the CSRC and related authorities issued the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Archives Rules”). These rules require domestic companies seeking overseas listings to protect state secrets, maintain sound confidentiality and archives administration systems, and obtain approval before disclosing to securities firms, service providers, or overseas regulators any documents containing state secrets or materials that could harm national security or public interest if disclosed. Companies must also follow applicable national procedures before providing accounting archives to any such parties. Uncertainty remains about the implementation of both the Trial Measures and the Archives Rules, and we cannot predict their impact on our listing status or future securities offerings, including the maintenance of our ADS listing.

Uncertainty across all of the above laws and regulations means we cannot assure full compliance in all respects. Authorities may deem our activities non-compliant and require us to suspend or terminate operations. We may face fines, legal or administrative sanctions, and other adverse consequences affecting our business, financial condition, results of operations, and reputation.

Financial Regulatory Reform

In May 2023, China established the National Financial Regulatory Administration (NFRA), replacing the China Banking and Insurance Regulatory Commission (CBIRC), to oversee the financial industry excluding the securities sector. In October 2023, China established the National Data Bureau under the National Development and Reform Commission (NDRC) to coordinate data resource development and digital economy planning. These changes may increase regulatory scrutiny of our operations and raise our compliance costs.

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Financial Information Services

In August 2025, our subsidiary Chongqing Xiaoying Information Technology Co., Ltd. received approval from the Financial Development Service Center of Pingba District, Chongqing to add “financial information services” to its business scope. In accordance with the Notice of the Cyberspace Administration of China on Conducting Filing for Domestic Financial Information Services, the Cyberspace Administration of China has organized the filing of domestic financial information services to improve the quality of financial information services and promote the sound development of the financial information service industry. Such filing shall be conducted under the principle of “voluntary declaration, uniform standards, and two-level verification”, whereby domestic institutions may independently decide whether to submit a filing application. This filing is not mandatory and does not constitute a required license, but we cannot assure that future regulatory changes or interpretations will not impose licensing or filing obligations. Should authorities amend these provisions and our subsidiary fail to comply in a timely manner, our financial information services business could be materially and adversely affected.

Our business segments may be subject to government and regulatory intervention across the provinces in which we operate, including by local and municipal agencies. We may incur increased costs to comply with existing and newly adopted laws and regulations, or face penalties for any failure to comply.

Risks Associated with the Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act (the “HFCA Act”), signed into law on December 18, 2020 and amended on December 29, 2022, poses a trading risk for our securities. If we have retained a registered public accounting firm to issue an audit report where the registered public accounting firm has a branch or office that is located in a foreign jurisdiction and the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, the SEC will identify us as a “covered issuer,” or SEC-identified issuer, shortly after we file with the SEC a report required under the Securities Exchange Act of 1934, or the Exchange Act (such as our annual report on Form 20-F) that includes an audit report issued by such accounting firm. If we were to be identified as an SEC-identified issuer for two consecutive years, the SEC will prohibit our shares and ADSs from trading on any U.S. national securities exchange or over-the-counter market.

On December 16, 2021, the PCAOB determined it was unable to completely inspect or investigate registered public accounting firms headquartered in mainland China and Hong Kong, and our auditor was subject to that determination. On August 26, 2022, the PCAOB signed an agreement with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, restoring full inspection access to registered public accounting firms in mainland China and Hong Kong. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from its list of jurisdictions where it cannot completely inspect or investigate registered public accounting firms. We were not identified as an SEC-identified issuer under the HFCA Act in 2024.

The PCAOB reassesses inspection and investigation access annually. If it determines in the future that it no longer has full access to inspect and investigate accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of those jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as an SEC-identified issuer upon filing our annual report on Form 20-F for the relevant fiscal year. If that designation applies for two consecutive years, our securities would be prohibited from trading on a national securities exchange or in the over-the-counter trading market in the United States. Should that occur, we cannot assure you that we could list on a non-U.S. exchange or that a market for our shares would develop outside of the United States. Such a prohibition of being able to trade in the United States would substantially impair your ability to buy or sell our ADSs, negatively affect our ADS price, and materially limit our ability to raise capital on acceptable terms.

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Financial Information Related to the Consolidated VIEs, Trusts and Partnerships

The consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, and consolidated VIEs, Trusts and Partnerships. We consolidate the Trusts and Partnerships as we are the primary beneficiary of the Trusts and Partnerships, due to: 1) we have the power to direct the operating activities of the Trusts and Partnerships; 2) the Group absorbs or enjoys the potential residual losses or returns of the Trusts and Partnerships.

The following tables present condensed consolidated financial statements for the Company, the consolidated VIEs, Trusts and Partnerships, subsidiaries, and any eliminating adjustments. The statements depict the financial position as of December 31, 2023, 2024, and 2025, and the results of operations and cash flows for fiscal years 2023, 2024, and 2025.

Consolidated Balance Sheet Data

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