Founder Group sets RM1.5B target for exec awards

Founder Group Ltd grants sizeable Class B share awards to two directors, vesting only if they secure RM1.5 billion in contracts within five years.

Rhea-AI Filing Summary

Founder Group Ltd (FGL) approved and issued special one-time performance-based equity awards to chairman and CEO Lee Seng Chi and director Thien Chiet Chai in the form of Class B ordinary shares. On September 2, 2026, the board and compensation committee granted Mr. Lee an award valued at RM30,000,000 (approximately US$7,435,000), satisfied by 431,515 Class B shares, and Mr. Thien an award valued at RM22,500,000 (approximately US$5,576,000), satisfied by 323,622 Class B shares. The Class B shares were issued and allotted on September 3, 2026 and are subject to a vesting condition requiring the two awardees to cumulatively secure at least RM1,500,000,000 in future contract value for the company and its subsidiaries within five years from the award date. Until this condition is met, the shares cannot be sold, transferred, disposed of, or converted into Class A ordinary shares, and the company may redeem any unvested Class B shares for nil consideration if the vesting condition is not achieved.

Key Figures

Award value to Lee Seng Chi: RM30,000,000 (approximately US$7,435,000) Award value to Thien Chiet Chai: RM22,500,000 (approximately US$5,576,000) Class B shares to Lee Seng Chi: 431,515 Class B ordinary shares +5 more

8 metrics

Award value to Lee Seng Chi RM30,000,000 (approximately US$7,435,000) Special performance-based award satisfied by 431,515 Class B shares

Award value to Thien Chiet Chai RM22,500,000 (approximately US$5,576,000) Special performance-based award satisfied by 323,622 Class B shares

Class B shares to Lee Seng Chi 431,515 Class B ordinary shares Issued as special performance-based award

Class B shares to Thien Chiet Chai 323,622 Class B ordinary shares Issued as special performance-based award

Vesting performance target RM1,500,000,000 future contract value Must be cumulatively secured within five years from award date

Vesting period Five years From the date of the award to achieve contract value target

Award approval date September 2, 2026 Board and compensation committee approved special awards

Share issuance date September 3, 2026 Issuance and allotment of Class B shares completed

Key Terms

Class B ordinary shares, Special Performance Awards, vesting condition, future contract value, +1 more

5 terms

Class B ordinary shares financial

"satisfied by the issuance of 431,515 Class B ordinary shares of no par value"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Special Performance Awards financial

"approved special one-time performance-based awards (the “Special Performance Awards”)"

vesting condition financial

"subject to a vesting condition requiring the awardees to cumulatively secure"

future contract value financial

"cumulatively secure a future contract value of not less than RM1,500,000,000"

redeem financial

"The Company retains the right to redeem any unvested Class B Shares"

To redeem means to exchange a financial instrument—like a bond, preferred share, voucher, or convertible security—for cash or its agreed value when the issuer or holder triggers repayment. Investors care because redemption changes who holds the investment, when they get paid, and how much cash a company must use, affecting yield, ownership stakes and short‑term liquidity much like cashing a coupon or getting a loan repaid.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Founder Group Ltd (FGL) announce in this Form 6-K?

Founder Group Ltd announced special one-time performance-based awards to chairman and CEO Lee Seng Chi and director Thien Chiet Chai, delivered as Class B ordinary shares that vest only if a significant contract-value target is achieved within five years.

How large are the special performance awards at FGL and who received them?

Mr. Lee Seng Chi received an award valued at RM30,000,000 (about US$7,435,000) via 431,515 Class B shares, and Mr. Thien Chiet Chai received RM22,500,000 (about US$5,576,000) via 323,622 Class B shares.

When did Founder Group Ltd issue the Class B shares under the awards?

Founder Group Ltd completed the issuance and allotment of the Class B ordinary shares to the award recipients on September 3, 2026, following approval by the board and compensation committee on September 2, 2026.

What is the vesting condition for the FGL Class B Special Performance Awards?

The Class B shares vest only if the awardees cumulatively secure at least RM1,500,000,000 in future contract value for Founder Group Ltd and its subsidiaries within five years from the award date.

Can the FGL awardees sell or convert their Class B shares before vesting?

No. Before the vesting condition is met, the awardees may not sell, transfer, dispose of, or convert the unvested Class B shares into Class A ordinary shares. The company can redeem unvested shares for nil consideration if the condition is not met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 04:01 PM Accepted by SEC EDGAR 09/21/2026 - 04:01 PM Learn about SEC filing dates

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 September 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 as Special Performance Awards

On September 2, 2026, the board of directors and the compensation committee of Founder Group Limited (the “Company”) approved special one-time performance-based awards (the “Special Performance Awards”) to Mr. Lee Seng Chi, the chairman of the board of directors, a director and the chief executive officer of the Company, and Mr. Thien Chiet Chai, a director of the Company. The Special Performance Awards were granted in recognition of the allottees’ contributions to the Company and its subsidiaries, and serve as a long-term incentive to support the Company’s future growth objectives.

Details of the Special Performance Awards are as follows:

(1) Mr. Lee Seng Chi was awarded a special performance-based award valued at RM30,000,000 (equivalent to approximately US$7,435,000), satisfied by the issuance of 431,515 Class B ordinary shares of no par value in the Company (the “Class B Shares”); and

(2) Mr. Thien Chiet Chai was awarded a special performance-based award valued at RM22,500,000 (equivalent to approximately US$5,576,000), satisfied by the issuance of 323,622 Class B Shares.

On September 3, 2026, the Company completed the issuance and allotment of the Class B Shares to the awardees. The Class B Shares issued pursuant to the Special Performance Awards are subject to a vesting condition requiring the awardees to cumulatively secure a future contract value of not less than RM1,500,000,000 (RM1.5 billion) for the Company and its subsidiaries within five years from the date of the award. Prior to the satisfaction of the vesting condition, the awardees may not sell, transfer, or otherwise dispose of the Class B Shares, nor convert the unvested Class B Shares into Class A ordinary shares. The Company retains the right to redeem any unvested Class B Shares for nil consideration if the vesting condition is not accomplished.

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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: September 21, 2026

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