Universe Pharmaceuticals (NASDAQ: UPC) CEO now holds 75% voting power

Rhea-AI Filing Summary

Universe Pharmaceuticals adopted a 2026 Equity Incentive Plan allowing equity awards over up to 84,500 ordinary shares. Under this plan, the board granted Chief Executive Officer Gang Lai 71,890 Class A ordinary shares and 12,610 Class B ordinary shares as compensation for past services.

The shares were issued on May 7, 2026, with each Class B ordinary share convertible into one Class A ordinary share. After this issuance, the company has 631,761 Class A ordinary shares and 16,077 Class B ordinary shares outstanding, and Mr. Lai and his holding company beneficially control about 75.0% of the company’s total voting power.

Insights

Corporate governance analyst

Large equity grant increases already strong CEO voting control.

The company created a 2026 Equity Incentive Plan covering up to 84,500 ordinary shares, then used most of this capacity to grant CEO Gang Lai 71,890 Class A and 12,610 Class B shares for past services. Class B shares convert one-for-one into Class A.

Following issuance on May 7, 2026, total outstanding shares are 631,761 Class A and 16,077 Class B. Mr. Lai and his holding company now beneficially hold about 75.0% of voting power, reinforcing concentrated control. Future filings may clarify how remaining plan capacity is used for broader employee incentives.

Key Figures

Equity plan capacity: 84,500 ordinary shares CEO grant Class A: 71,890 Class A shares CEO grant Class B: 12,610 Class B shares +4 more

7 metrics

Equity plan capacity 84,500 ordinary shares Maximum shares under 2026 Equity Incentive Plan

CEO grant Class A 71,890 Class A shares Granted to CEO under 2026 Equity Incentive Plan

CEO grant Class B 12,610 Class B shares Granted to CEO under 2026 Equity Incentive Plan

Class A outstanding 631,761 Class A shares Shares issued and outstanding after May 7, 2026 issuance

Class B outstanding 16,077 Class B shares Shares issued and outstanding after May 7, 2026 issuance

CEO voting power 75.0% of voting power Beneficially owned by CEO and his holding company

Class B conversion ratio 1:1 into Class A Each Class B ordinary share convertible into one Class A

Key Terms

2026 Equity Incentive Plan, Class A ordinary shares, Class B ordinary shares, beneficially own, +1 more

5 terms

2026 Equity Incentive Plan financial

"The 2026 Equity Incentive Plan provides for the grant of various equity-based awards"

Class A ordinary shares financial

"an aggregate of 71,890 Class A ordinary shares and 12,610 Class B ordinary shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"Each Class B ordinary share is convertible into one Class A ordinary share"

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.

beneficially own financial

"Mr. Lai and his holding company beneficially own approximately 75.0% of the voting power"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

voting power financial

"beneficially own approximately 75.0% of the voting power of the Company’s total issued and outstanding shares"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

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: 001-40231

Universe Pharmaceuticals INC

265 Jingjiu Avenue

Jinggangshan Economic and Technological Development Zone

Ji’an, Jiangxi, China 343100

+86-0796-8403309

(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 ☐

Grant of Shares to Chief Executive Officer

On April 14, 2026, Universe Pharmaceuticals INC, an exempted company formed in the Cayman Islands (the “Company”), adopted its 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”). The 2026 Equity Incentive Plan provides for the grant of various equity-based awards with respect to a maximum number of 84,500 ordinary shares, par value US$0.00001 per share, of the Company (whether Class A ordinary shares, Class B ordinary shares, or a combination thereof) available for issuance thereunder.

On May 5, 2026, the compensation committee of the Company’s Board of Directors (the “Board”) and the Board, as administrator of the 2026 Equity Incentive Plan, approved the grant of an aggregate of 71,890 Class A ordinary shares and 12,610 Class B ordinary shares of the Company to Mr. Gang Lai, the Company’s Chief Executive Officer, under the 2026 Equity Incentive Plan, as compensation for Mr. Lai’s past services to the Company. Each Class B ordinary share is convertible into one Class A ordinary share on a one-for-one basis. The shares were issued on May 7, 2026.

Following such issuance, the Company has a total of 631,761 Class A ordinary shares and 16,077 Class B ordinary shares issued and outstanding, and Mr. Lai and his holding company beneficially own approximately 75.0% of the voting power of the Company’s total issued and outstanding shares.

1

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Universe Pharmaceuticals INC
Date: May 14, 2026	By:	/s/ Gang Lai
		Gang Lai
		Chief Executive Officer

2

FAQ

What is Universe Pharmaceuticals (UPC) 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan authorizes equity-based awards over up to 84,500 ordinary shares. These can be Class A, Class B, or a mix, and are used to compensate and incentivize participants with company stock rather than only cash.

How many shares were granted to Universe Pharmaceuticals CEO Gang Lai?

Universe Pharmaceuticals granted CEO Gang Lai 71,890 Class A ordinary shares and 12,610 Class B ordinary shares. The grant was made under the 2026 Equity Incentive Plan as compensation for his past services to the company.

When were the new shares to Universe Pharmaceuticals CEO issued?

The shares granted to CEO Gang Lai were issued on May 7, 2026. They were approved earlier on May 5, 2026 by the compensation committee and the board, acting as administrators of the 2026 Equity Incentive Plan.

What is the difference between Class A and Class B ordinary shares at Universe Pharmaceuticals?

Universe Pharmaceuticals has Class A and Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share on a one-for-one basis, meaning holders can swap Class B for an equal number of Class A shares.

How many shares of Universe Pharmaceuticals are now outstanding?

After the May 7, 2026 issuance, Universe Pharmaceuticals has 631,761 Class A ordinary shares and 16,077 Class B ordinary shares outstanding. These figures reflect the impact of the equity grant to CEO Gang Lai under the 2026 Equity Incentive Plan.

What voting power does Universe Pharmaceuticals CEO now control?

Following the grant, CEO Gang Lai and his holding company beneficially own about 75.0% of the company’s total voting power. This means they can significantly influence or determine outcomes of shareholder votes and corporate decisions.