Ryde Group (RYDE) CEO awarded 3.5M Class B shares, gains majority votes

Rhea-AI Filing Summary

Ryde Group Ltd reported issuing 3,500,000 Class B Ordinary Shares to its founder, chairman and CEO, Terence Zou, under a performance-based award. The milestones were met after a $2 million registered direct offering on December 3, 2025 and a $12 million private offering on December 9, 2025. Class A shares carry one vote each, while Class B shares carry ten votes each. Following this issuance, Zou beneficially owns 19,677,175 Class B shares, representing about 11.59% of total issued and outstanding share capital but about 56.74% of aggregate voting power, based on 169,726,306 total ordinary shares outstanding. The Class B shares are not listed on the NYSE American.

Positive

• None.

Negative

• Founder majority voting control with smaller economic stake: After the grant, the CEO holds about 11.59% of share capital but controls roughly 56.74% of voting power through high-vote Class B shares, limiting other shareholders’ influence.

Insights

Corporate governance analyst

CEO’s equity grant cements majority voting control via high-vote shares.

Ryde Group issued 3,500,000 Class B Ordinary Shares to CEO Terence Zou after he met performance milestones tied to a $2 million registered direct offering and a $12 million private offering completed in December 2025.

Class B shares carry ten votes each versus one vote for Class A. After this grant, Zou holds 19,677,175 Class B shares, equal to about 11.59% of total share capital but about 56.74% of aggregate voting power, based on 169,726,306 ordinary shares outstanding.

This structure concentrates control with the founder despite a relatively modest economic stake, which can affect how much influence other shareholders have over corporate decisions. Future governance-related disclosures in company filings will be important to understand how this voting control is exercised.

Key Figures

Performance share grant: 3,500,000 Class B shares Registered direct offering: $2 million Private offering: $12 million +5 more

8 metrics

Performance share grant 3,500,000 Class B shares Issued May 18, 2026 to CEO upon milestones

Registered direct offering $2 million Completed December 3, 2025

Private offering $12 million Completed December 9, 2025

CEO Class B holdings 19,677,175 shares Class B Ordinary Shares after grant

CEO economic stake 11.59% of share capital Based on 169,726,306 shares outstanding

CEO voting power 56.74% of votes Aggregate voting power after issuance

Total shares outstanding 169,726,306 shares Ordinary Shares outstanding after issuance

Class A shares outstanding 150,049,131 shares One vote per share

Key Terms

Class B Ordinary Shares, registered direct offering, private offering, aggregate voting power, +1 more

5 terms

Class B Ordinary Shares financial

"The Company’s share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares."

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.

registered direct offering financial

"the successful completion of the Company’s $2 million registered direct offering on December 3, 2025"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private offering financial

"the successful completion of the Company’s $12 million private offering on December 9, 2025."

A private offering is the sale of securities—such as shares or bonds—directly to a limited group of investors rather than through public markets or a broad auction. It matters to investors because it changes who owns the company and how much cash the business has available, which can dilute existing shareholders, affect share liquidity and price discovery, and signal strategic moves or funding needs; think of it as selling a batch of goods to a few trusted customers instead of opening a shop to everyone.

aggregate voting power financial

"which will constitute approximately 11.59% of the Company’s total issued and outstanding share capital and approximately 56.74% of the aggregate voting power"

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-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.

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

Commission File Number: 001-41950

Ryde Group Ltd

Duo Tower, 3 Fraser Street, #08-21

Singapore 189352

+65-9665-3216

(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 ☐

Issuance of Class B Ordinary Shares

On May 18, 2026, pursuant to the authorization of its Board of Directors on October 10, 2025, Ryde Group Ltd (the “Company”) issued 3,500,000 Class B Ordinary Shares of the Company, to its Founder, Chairman, and Chief Executive Officer, Mr. Terence Zou, following the satisfaction of the approved performance-based milestones. These performance-based milestones were achieved upon (a) the successful completion of the Company’s $2 million registered direct offering on December 3, 2025 and (b) the successful completion of the Company’s $12 million private offering on December 9, 2025.

The Company’s share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to 10 votes per share. After the issuance of 3,500,000 Class B Ordinary Shares, Mr. Terence Zou will beneficially own an aggregate 19,677,175 Class B Ordinary Shares, which will constitute approximately 11.59% of the Company’s total issued and outstanding share capital and approximately 56.74% of the aggregate voting power, assuming the Company’s total issued and outstanding share capital is 169,726,306 Ordinary Shares, comprising 150,049,131 Class A Ordinary Shares and 19,677,175 Class B Ordinary Shares. The Class B Ordinary Shares are not listed on the NYSE American market.

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.

	Ryde Group Ltd
Date: May 18, 2026	By:	/s/ Zou Junming Terence
	Name:	Zou Junming Terence
	Title:	Chairman of the Board of Directors and Chief Executive Officer

FAQ

What did Ryde Group (RYDE) announce in this Form 6-K?

Ryde Group announced it issued 3,500,000 Class B Ordinary Shares to founder and CEO Terence Zou. The grant was triggered after specific performance milestones tied to prior capital-raising transactions were achieved in December 2025.

Why did Ryde Group issue 3,500,000 Class B shares to its CEO?

The 3,500,000 Class B shares were issued as a performance-based award to CEO Terence Zou. The milestones were met after completing a $2 million registered direct offering and a $12 million private offering in December 2025.

How does the Ryde Group dual-class share structure work?

Ryde Group’s capital consists of Class A and Class B Ordinary Shares. Class A shares have one vote per share, while Class B shares carry ten votes per share, giving Class B holders substantially greater voting influence per share owned.

What is Terence Zou’s ownership and voting power after the new Class B shares?

After the issuance, Terence Zou beneficially owns 19,677,175 Class B shares. This represents about 11.59% of total issued and outstanding share capital and approximately 56.74% of aggregate voting power, based on 169,726,306 ordinary shares outstanding.

How many Ryde Group shares are outstanding after this issuance?

The company states total issued and outstanding share capital of 169,726,306 Ordinary Shares. This consists of 150,049,131 Class A Ordinary Shares and 19,677,175 Class B Ordinary Shares following the 3,500,000-share Class B issuance.

Are Ryde Group Class B Ordinary Shares listed on NYSE American?

Ryde Group states that its Class B Ordinary Shares are not listed on the NYSE American market. Only Class A Ordinary Shares trade there, while Class B shares primarily provide enhanced voting power to their holders.