Founder Group Limited (FGL) ties director pay to Nasdaq share price over 12 months

Rhea-AI Filing Summary

Founder Group Limited approved new remuneration arrangements for its chairman and chief executive officer, Mr. Lee Seng Chi, director Mr. Thien Chiet Chai, and each independent director for a 12‑month period commencing June 11, 2026.

The arrangements include share-based compensation for Mr. Lee and Mr. Thien, to be settled in newly issued Class B ordinary shares. Each month’s share grant will be calculated by dividing the monthly share-based compensation amount by the closing price of the Company’s Class A ordinary shares on Nasdaq on the last trading day of that month. These Compensation Shares will be issued on the 15th day of the following month.

Key Figures

Remuneration period: 12-month period Commencement date: June 11, 2026 Share issuance day: 15th day

3 metrics

Remuneration period 12-month period Duration of director remuneration arrangements commencing from June 11, 2026

Commencement date June 11, 2026 Start date of the approved remuneration arrangements

Share issuance day 15th day Compensation Shares issued on the 15th day of the following month

Key Terms

foreign private issuer, share-based compensation, Class B ordinary shares, Nasdaq Stock Market

4 terms

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

share-based compensation financial

"The share-based compensation payable to Mr. Lee Seng Chi and Mr. Thien"

Share-based compensation is when a company pays employees, executives or directors with its own stock or rights to buy stock instead of, or in addition to, cash. Think of it like receiving store gift cards instead of extra paycheck — it can motivate staff to boost the company’s value, but it also increases the number of shares outstanding and can shrink each existing owner’s slice of profits and voting power. Investors watch it because it affects reported earnings, share count and the alignment between management and shareholders.

Class B ordinary shares financial

"settled through the issuance of 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.

Nasdaq Stock Market market

"Class A ordinary shares, which are the Company’s listed securities on the Nasdaq Stock Market"

The Nasdaq Stock Market is a place where many companies' shares are bought and sold, functioning like a marketplace for investing in businesses. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping people grow their wealth or fund business growth. Known for hosting many technology and innovative companies, it is a key indicator of the health of those sectors.

FAQ

What director compensation changes did FGL approve in August 2026?

Founder Group Limited approved 12‑month remuneration arrangements starting June 11, 2026 for its chairman/CEO, another director, and independent directors. The plan includes share-based compensation for two directors, settled in newly issued Class B ordinary shares each month.

How will share-based compensation be calculated for FGL directors?

The Company will calculate each month’s Compensation Shares by dividing the monthly share-based compensation amount by the closing price of Class A ordinary shares on the last trading day of that month on Nasdaq, then issuing that number of Class B shares.

Which FGL directors receive Class B ordinary shares as compensation?

The share-based portion of the remuneration covers Mr. Lee Seng Chi and Mr. Thien Chiet Chai. Their compensation will be settled in Class B ordinary shares, issued monthly, while independent directors are included in the overall remuneration arrangements for the same 12‑month period.

When will FGL issue the Compensation Shares each month?

The Company will issue the Compensation Shares on the 15th day of the following month. The number of Class B ordinary shares issued each time depends on the prior month’s share-based compensation amount and the closing price of Class A shares.

What period is covered by Founder Group Limited’s new remuneration arrangements?

The remuneration arrangements cover a 12‑month period commencing June 11, 2026. During this time, the chairman/CEO, a director, and independent directors receive compensation under the approved structure, including monthly share-based grants for two directors.

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Available on EDGAR 08/14/2026 - 04:04 PM Accepted by SEC EDGAR 08/14/2026 - 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 August 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 ☐

Approval of Director Compensation Arrangements

On June 11, 2026, Founder Group Limited (the “Company”) approved remuneration arrangements for Mr. Lee Seng Chi, the chairman of the board of directors, a director and the chief executive officer of the Company, Mr. Thien Chiet Chai, a director of the Company, and each of the Company’s independent directors, for the 12-month period commencing from June 11, 2026 (the “Remuneration Arrangements”). Details of the Remuneration Arrangements are as follows:

(1) Mr. Lee Seng Chi will receive monthly share-based compensation valued at US$17,500;

(2) Mr. Thien Chiet Chai will receive monthly cash compensation of US$4,000 and monthly share-based compensation valued at US$7,500, representing total monthly compensation of US$11,500;

(3) Mr. Marco Baccanello, the Company’s independent director, will receive monthly cash compensation of US$5,000;

(4) Ms. Sin Siew Kuen, the Company’s independent director, will receive monthly cash compensation of US$2,500; and

(5) Mr. Baharin Bin Din, the Company’s independent director, will receive monthly cash compensation of US$4,000.

The share-based compensation payable to Mr. Lee Seng Chi and Mr. Thien Chiet will be settled through the issuance of Class B ordinary shares of no par value in the Company (the “Compensation Shares”). The number of Compensation Shares to be issued for each month will be calculated by dividing the monthly share-based compensation amount by the closing price of the Company’s Class A ordinary shares, which are the Company’s listed securities on the Nasdaq Stock Market, on the last trading day of that month. The Compensation Shares will be issued on the 15th day of the following month.

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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: August 14, 2026

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