UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

FOR THE MONTH OF ~~September~~ October 2025

COMMISSION FILE NUMBER: 001-33863

XINYUAN REAL ESTATE CO., LTD.

27/F, China Central Place, Tower II
79 Jianguo Road, Chaoyang District
Beijing 100025
People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o¨

Indicate by by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o¨

On September 17 3, 2025, ~~XINYUAN~~Xinyuan Real Estate, Co., Ltd,. (the “Company”) ~~submitted~~ aentered ~~letter~~into ofa ~~appeal~~subscription toagreement ~~The~~(the ~~New~~“Subscription ~~York~~Agreement”) with ~~Stock~~Juicy ~~Exchange~~Seasons ~~(“NYSE”,~~Limited (the “~~Exchange~~Purchaser”) ~~along~~pursuant to which the ~~payment~~Purchaser ofpurchases from the ~~delisting~~ ~~appeal~~Company ~~fee,~~and tothe ~~formally~~Company ~~appeal~~issues to the ~~Exchange’s~~Purchaser ~~delisting~~an ~~determination~~aggregate onof ~~September~~12,028,260 ~~3rd~~common shares of the Company, ~~based~~par onvalue an$0.0001 ~~equity investment~~per inshare (the ~~Company~~“Common byShares”), at ana ~~existing~~purchase ~~major~~price ~~shareholder~~of $0.0934 per Common Share (the “Transaction”).

InThe ~~its~~Common ~~appeal~~Shares ~~letter,~~have not been registered under the ~~Company~~Securities ~~requested~~Act anof ~~opportunity~~1933, toas ~~present~~ amended (the ~~Company’s~~“Securities ~~case~~Act”), ~~directly~~or tothe ~~Committee~~securities laws of ~~the~~any ~~Board~~state, and ofwere ~~Directors~~offered ofand ~~the~~issued ~~NYSE~~in .reliance ~~The~~on ~~Company~~exemptions ~~will~~from ~~make~~registration ~~subsequent~~under ~~disclosures~~the Securities Act, afforded by provisions of Section 4(a)(2) and ~~this~~Regulation ~~appeal~~S ~~process,~~promulgated asunder ~~needed~~the Securities Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XINYUAN REAL ESTATE CO., LTD.
	(Registrant)
Date: September 19, 2025	By:	/s/ Yong Zhang
Date: October 14, 2025	By:	/s/ Yong Zhang
		Name:	Yong Zhang
		Title:	Chief Executive Officer

Filing Compare · Xinyuan Real Estate Co., Ltd.