NIPG adopts 2025 equity plan authorizing 45,430,307 ordinary shares

Rhea-AI Filing Summary

NIP Group Inc. approved and adopted a 2025 Share Incentive Plan to grant equity-based awards to directors, employees, consultants and other eligible individuals. The plan allows issuance of up to 45,430,307 ordinary shares pursuant to awards, subject to adjustment under the plan’s terms.

The 2025 Plan remains in effect for ten years from its effective date unless terminated earlier by the board. The board approved the plan following a recommendation from its compensation committee, and the full plan text is provided as Exhibit 99.1.

Insights

Corporate governance analyst

New 10-year equity plan allows up to 45,430,307 shares for awards.

NIP Group adopted a 2025 Share Incentive Plan authorizing up to 45,430,307 ordinary shares for equity awards. Such plans align employee and shareholder interests by tying compensation to stock performance and service.

The plan term is ten years from its effective date, with adjustments permitted per the plan. Board approval followed a compensation committee recommendation, a standard governance sequence for equity compensation programs.

Potential impact will depend on the actual pace and size of awards granted over time and any adjustments under the plan’s terms. The full terms are set out in Exhibit 99.1, which governs award mechanics and limits.

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 November 2025

Commission File Number: 001-42160

NIP Group Inc.

Rosenlundsgatan 31

11 863 Stockholm

Sweden

+46 8133700

(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 ☒ Form 40-F ☐

NIP Group Inc. Adopted 2025 Share Incentive Plan

The board of directors of NIP Group Inc. (the “Company”), upon the recommendation of its compensation committee, has approved and adopted the Company’s 2025 Share Incentive Plan (the “2025 Plan”). The 2025 Plan is intended to promote the success and enhance the value of the Company by linking the interests of selected directors, employees, consultants and other eligible individuals with those of the Company’s shareholders, and by providing such individuals with equity-based incentives to motivate superior performance and to attract and retain their services.

Under the 2025 Plan, up to 45,430,307 ordinary shares may be issued pursuant to awards granted thereunder, subject to adjustment in accordance with the terms of the 2025 Plan. The 2025 Plan will remain in effect for ten years from its effective date, unless earlier terminated by the board of directors.

The foregoing description of the 2025 Plan is qualified in its entirety by reference to the full text of the 2025 Plan, which is attached as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		2025 Share Incentive Plan

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.

	NIP Group Inc.
	By:	/s/ Mario Yau Kwan Ho
	Name:	Mario Yau Kwan Ho
	Title:	Co-Chief Executive Officer
	By:	/s/ Hicham Chahine
	Name:	Hicham Chahine
	Title:	Co-Chief Executive Officer

Date: November 14, 2025

FAQ

What did NIPG announce in this 6-K?

NIP Group Inc. adopted a 2025 Share Incentive Plan to grant equity-based awards to eligible participants.

How many shares are reserved under NIPG's 2025 plan?

The plan permits issuance of up to 45,430,307 ordinary shares, subject to adjustment under the plan.

Who is eligible for awards under NIPG's 2025 plan?

Eligible individuals include selected directors, employees, consultants and other qualified participants.

How long will the NIPG 2025 plan remain in effect?

The plan remains in effect for ten years from its effective date, unless earlier terminated by the board.

Who approved NIPG's 2025 Share Incentive Plan?

The board of directors approved it following a recommendation by the compensation committee.

Where can investors read the full terms of NIPG's plan?

The complete plan is filed as Exhibit 99.1 to the report.