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MDJM LTD (UOKAF) grants 400,000 shares under 2026 incentive plan

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

MDJM LTD adopted a 2026 Second Equity Incentive Plan to grant share-based awards to employees and other service providers. The plan reserves 200,000 Class A ordinary shares and 200,000 Class B ordinary shares, each with par value $0.875 per share, for issuance.

On July 15, 2026, the board and compensation committee granted and issued all 400,000 reserved ordinary shares as restricted share awards to certain employees, including 200,000 Class B ordinary shares to Chief Executive Officer and Chairman Siping Xu. Following this issuance, Mr. Xu directly or indirectly controls approximately 89.71% of the aggregate voting power of the company’s issued and outstanding ordinary shares. The equity plan and restricted share agreement form are provided in attached exhibits, and the information is incorporated by reference into the company’s existing Form F-3 and Form S-8 registration statements.

Positive

  • None.

Negative

  • None.
Plan Class A reserve 200,000 Class A ordinary shares Maximum aggregate number of Class A shares reserved under 2026 Second Equity Incentive Plan
Plan Class B reserve 200,000 Class B ordinary shares Maximum aggregate number of Class B shares reserved under 2026 Second Equity Incentive Plan
Aggregate restricted shares granted 400,000 ordinary shares Total Class A and Class B shares granted and issued as restricted share awards on July 15, 2026
Shares granted to CEO 200,000 Class B ordinary shares Restricted shares granted and issued to CEO and Chairman Siping Xu
Par value per share $0.875 per share Par value of the company’s ordinary shares referenced in the plan
CEO voting power 89.71% of aggregate voting power Approximate voting power controlled directly or indirectly by Siping Xu after share issuance
Equity Incentive Plan financial
"reviewed and approved the Company’s 2026 Second Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
restricted shares financial
"provides for the grant of non-statutory share options, restricted shares, share appreciation rights"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
share appreciation rights financial
"grant of non-statutory share options, restricted shares, share appreciation rights, performance units"
Share appreciation rights (SARs) are a type of employee award that gives the holder a cash payment or stock equal to the increase in a company's share price over a set period, without requiring the employee to buy shares. For investors, SARs are important because they create a potential future cash outflow or share dilution tied directly to stock performance—like a bonus that grows when the stock goes up—so they affect company cash needs and share count.
incorporated by reference regulatory
"This report of foreign private issuer on Form 6-K is hereby incorporated by reference into"
Form S-8 regulatory
"the registration statement on Form S-8 of the Company (File Number 333-278269)"
A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.
foreign private issuer regulatory
"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO 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.

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

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FAQ

What did MDJM LTD (UOKAF) approve on July 15, 2026?

MDJM LTD approved and adopted its 2026 Second Equity Incentive Plan on July 15, 2026. The plan allows a range of share-based awards to service providers, administered by the board or a committee, to attract, retain, and incentivize personnel.

How many shares are reserved under MDJM LTD (UOKAF) 2026 Second Equity Incentive Plan?

The plan reserves 200,000 Class A and 200,000 Class B ordinary shares for issuance. These shares, with par value $0.875 each, support future non-statutory options, restricted shares, share appreciation rights, performance awards, and other share-based incentives.

What restricted share awards did MDJM LTD (UOKAF) grant under the new plan?

MDJM LTD granted and issued an aggregate of 400,000 ordinary shares on July 15, 2026. This includes 200,000 Class A and 200,000 Class B ordinary shares as restricted share awards to certain employees as compensation for services rendered to the company.

How many shares did MDJM LTD (UOKAF) CEO Siping Xu receive?

Chief Executive Officer Siping Xu received 200,000 Class B ordinary shares as part of the restricted share grants. These shares were issued as compensation for his services and are governed by a Restricted Shares Award Agreement approved by the board.

What is CEO Siping Xu’s voting power in MDJM LTD (UOKAF) after the issuance?

After the restricted share issuance, Siping Xu directly or indirectly controls approximately 89.71% of the aggregate voting power of MDJM LTD’s issued and outstanding ordinary shares, reflecting his significant influence over shareholder voting matters.

How is this MDJM LTD (UOKAF) equity plan disclosure used in existing registrations?

The information is incorporated by reference into MDJM LTD’s Form F-3 (File No. 333-294010) and Form S-8 (File No. 333-278269) registration statements and related prospectuses, supplementing those offerings with details of the 2026 Second Equity Incentive Plan and awards.

 

 

 

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 July 2026

 

Commission File Number: 001-38768

 

MDJM LTD

 

Fernie Castle, Letham

Cupar, Fife, KY15 7RU
United Kingdom
(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 x   Form 40-F ¨

 

 

 

 

 

 

Adoption of 2026 Second Equity Incentive Plan and Restricted Share Awards

 

On July 15, 2026, the compensation committee (the “Compensation Committee”) of the board of directors of MDJM LTD, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), reviewed and approved the Company’s 2026 Second Equity Incentive Plan (the “Plan”) and recommended the Plan to the board of directors of the Company (the “Board”) for approval. On July 15, 2026, the Board approved and adopted the Plan, effective immediately.

 

The purpose of the Plan is to attract and retain qualified personnel, provide additional incentives to them and align their interests with those of the Company’s shareholders. The Plan provides for the grant of non-statutory share options, restricted shares, share appreciation rights, performance units, performance shares, restricted share units and other share-based awards to service providers, and incentive share options to employees, subject to the terms and conditions of the Plan. The Plan is administrated by the Board or a committee thereof. Subject to adjustment as provided in the Plan, the maximum aggregate number of ordinary shares, par value $0.875 per share, of the Company reserved for issuance is 200,000 Class A ordinary shares and 200,000 Class B ordinary shares. The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Pursuant to the Plan, on July 15, 2026, the Board and the Compensation Committee approved the grant and issuance of an aggregate of 400,000 ordinary shares of the Company (the "Shares"), consisting of 200,000 Class A ordinary shares and 200,000 Class B ordinary shares, to certain employees of the Company as compensation for services rendered to the Company. Each award of Shares is governed by a Restricted Shares Award Agreement between the Company and the applicable recipient, the form of which was approved by the Board and is attached hereto as Exhibit 10.2 and incorporated herein by reference.

 

Of the Shares, 200,000 Class B ordinary shares were granted and issued to Mr. Siping Xu, the Chief Executive Officer and the Chairman of the Board of Directors of the Company, for his service rendered to the Company. As a result of the issuance of these shares, Mr. Siping Xu directly or indirectly controls approximately 89.71% of the aggregate voting power of the issued and outstanding ordinary shares of the Company.

 

Incorporation by Reference

 

This report of foreign private issuer on Form 6-K is hereby incorporated by reference into (i) the registration statement on Form F-3 of the Company (File Number 333-294010), as amended, and (ii) the registration statement on Form S-8 of the Company (File Number 333-278269), as amended, and into the prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

 

Exhibits

 

Exhibit No.   Description
10.1   MDJM LTD 2026 Second Equity Incentive Plan
10.2   Form of Restricted Shares Award Agreement

 

 

 

 

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.

 

  MDJM LTD
   
Date: July 23, 2026 By: /s/ Siping Xu
  Name: Siping Xu
  Title: Chairman of the Board of Directors

 

 

 

Filing Exhibits & Attachments

2 documents