Founder Group (Nasdaq: FGL) issues Class B stock, 100-for-1 split

Rhea-AI Filing Summary

Founder Group Limited reports that its board approved the issuance of 3,194,840 Class B shares to chief executive officer and chairman Lee Seng Chi and 2,129,893 shares to non-executive director Thien Chiet Chai as incentive payments for securing contracts for large-scale solar photovoltaic projects in Malaysia. The issuance is expected to be completed by January 2026.

After this issuance, the board also approved a one hundred-to-one share combination of all Company shares, covering both Class A and Class B shares, to take effect on the market effective date approved by Nasdaq. No fractional shares will be left outstanding, as any fractional holdings will be rounded up through the issue of bonus shares.

Insights

Equity & Governance Analyst

Founder Group grants Class B shares to directors and plans a 100-for-1 share combination affecting all classes.

The company’s board approved incentive issuances of 3,194,840 Class B shares to CEO and chairman Lee Seng Chi and 2,129,893 shares to non-executive director Thien Chiet Chai. These grants reward the procurement of contracts for engineering, procurement, construction and commissioning of multiple large-scale solar photovoltaic plants in Malaysia, and are expected to be completed by January 2026.

On the same day, the board approved a one hundred-to-one share combination that applies to both Class A and Class B shares, effective on the market effective date approved by Nasdaq. The structure avoids fractional positions by issuing bonus shares so each shareholder’s post-combination holding is rounded up to a whole share. Actual effects on ownership percentages and trading dynamics will depend on total shares outstanding and market conditions as disclosed in future company materials.

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number 001-42379

Founder Group Limited

No. 17, Jalan Astana 1D, Bandar Bukit Raja, 41050 Klang,
Selangor Darul Ehsan, Malaysia

(Address of principal executive office)

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 ☒ Form 40-F ☐

Issuance of Class B Shares and Share Combination

On January 8, 2026, the board of directors (the “Board”) of Founder Group Limited, a British Virgin Islands company (the “Company”), approved by written resolutions the issuance of (i) 3,194,840 class B shares in the Company (the “Class B Shares”) to Lee Seng Chi, the chief executive officer, director and chairman of the Board, and (ii) 2,129,893 to Thien Chiet Chai, the non-executive director of the Company, as incentive payments for their successful procurement of contracts relating to engineering, procurement, construction and commissioning of multiple large scale solar photovoltaic plant in Malaysia. The issuance is expected to be completed by January 2026.

On the same day, the Board approved by written resolutions, after completion of the above share issuance, a share combination of the Company’s shares (including both class A shares in the Company and Class B Shares) on a one hundred-to-one basis (the “Share Combination”), with effect from the market effective date of the Share Combination as approved by The Nasdaq Stock Market LLC. No fractional shares will be issued to any shareholders in connection with the Share Combination, and each shareholder who holds fractional shares following and as a result of the Share Combination will be issued with such bonus shares as is necessary to ensure that its shareholding is rounded up to the nearest whole number.

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SIGNATURE

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.

	Founder Group Limited
	By:	/s/ Lee Seng Chi
	Name:	Lee Seng Chi
	Title:	Chief Executive Officer, Director, and Chairman of the Board of Directors

Date: January 13, 2026

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FAQ

What equity changes did Founder Group Limited (FGL) report in this Form 6-K?

The company’s board approved incentive issuances of 3,194,840 Class B shares to chief executive officer and chairman Lee Seng Chi and 2,129,893 shares to non-executive director Thien Chiet Chai, followed by a one hundred-to-one share combination of all Class A and Class B shares once approved by Nasdaq.

Who is receiving new Class B shares from Founder Group Limited (FGL)?

Lee Seng Chi, the chief executive officer, director and chairman of the board, is set to receive 3,194,840 Class B shares, and Thien Chiet Chai, a non-executive director, will receive 2,129,893 Class B shares as incentive payments for their roles in securing solar photovoltaic plant contracts in Malaysia.

Why is Founder Group Limited (FGL) issuing these Class B shares?

The Class B shares are being issued as incentive payments to recognise the successful procurement of contracts related to engineering, procurement, construction and commissioning of multiple large-scale solar photovoltaic plants in Malaysia by the two directors.

What is the share combination that Founder Group Limited (FGL) approved?

After completing the new share issuances, the board approved a one hundred-to-one share combination of all Company shares, including both Class A and Class B shares, to take effect on the market effective date approved by The Nasdaq Stock Market LLC.

How will Founder Group Limited (FGL) handle fractional shares in the share combination?

No fractional shares will be issued. Any shareholder who would otherwise hold fractional shares after the one hundred-to-one share combination will receive enough bonus shares for their holding to be rounded up to the nearest whole share.

When is the issuance of the new Class B shares at Founder Group Limited (FGL) expected to be completed?

The company states that the issuance of the Class B shares is expected to be completed by January 2026.