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Universe Pharmaceuticals (UPC) sets 2026 equity incentive plan with 84,500 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Universe Pharmaceuticals INC adopted a new 2026 Equity Incentive Plan on April 14, 2026 to attract and retain employees, directors, and consultants and align their interests with shareholders.

The plan initially reserves up to 84,500 ordinary shares for awards and allows options, share appreciation rights, restricted shares, restricted share units, performance units, performance shares, and other share-based awards. From the first trading day in January 2027, the share pool may automatically increase each year by up to 10% of total ordinary shares issued and outstanding, subject to the Company’s authorized share capital and any lower amount set by the board. No director or officer can receive awards that would lift their holding above 75% of total voting power, and option terms may not exceed 10 years from the grant date.

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Initial plan share reserve 84,500 ordinary shares Maximum number of shares available for issuance under 2026 Equity Incentive Plan
Par value per share US$0.00001 per share Par value of ordinary shares eligible under the plan
Annual evergreen increase 10% of ordinary shares Automatic increase each January starting 2027, based on issued and outstanding shares
Voting power cap 75% of voting power Maximum combined voting power a director or officer may hold after awards
Maximum option term 10 years Longest possible duration of any option granted under the plan
Plan adoption date April 14, 2026 Date the 2026 Equity Incentive Plan was adopted by the Company
Evergreen start year 2027 First year the annual automatic share increase can occur
2026 Equity Incentive Plan financial
"adopted the Universe Pharmaceuticals INC 2026 Equity Incentive Plan"
share appreciation rights financial
"provides for the grant of ... share appreciation rights, restricted shares"
restricted share units financial
"restricted shares, restricted share units, performance units, performance shares"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
performance units financial
"restricted share units, performance units, performance shares, and other share-based awards"
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
ordinary shares financial
"maximum number of 84,500 ordinary shares, par value US$0.00001 per share"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
voting power financial
"shares representing in excess of 75% of the total combined voting power"
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.

 

 

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 April 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 ☐

 

 

 

 

Adoption of 2026 Equity Incentive Plan

 

On April 14, 2026, Universe Pharmaceuticals INC, an exempted company with limited liability formed under the laws of the Cayman Islands (the “Company”), adopted the Universe Pharmaceuticals INC 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”) to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company’s shareholders, and to thereby promote the Company’s long-term business success. The 2026 Equity Incentive Plan provides for the grant of incentive share options, non-statutory share options, share appreciation rights, restricted shares, restricted share units, performance units, performance shares, and other share-based awards. The 2026 Equity Incentive Plan has 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 pursuant to all awards under the 2026 Equity Incentive Plan.

 

The maximum aggregate number of shares available for issuance under the 2026 Equity Incentive Plan will automatically increase on the first trading day in January of each calendar year during the term of the plan, beginning on the first trading day in January 2027, by an amount equal to 10% of the total number of ordinary shares issued and outstanding as measured as of the last trading day in the immediately preceding calendar year, or such fewer number of shares as determined by the board of directors of the Company (the “Board”), subject to the authorized share capital of the Company. Eligible participants under the 2026 Equity Incentive Plan include employees, directors, and consultants of the Company and its parents and subsidiaries; provided that incentive share options may be granted only to employees of the Company or its parent or subsidiary entities. No award may be granted to any director or officer if, upon the granting, vesting, exercise, settlement, or other satisfaction of the terms of such award, such person would hold, directly or indirectly, shares representing in excess of 75% of the total combined voting power of all issued and outstanding shares of the Company. The 2026 Equity Incentive Plan is administered by the Board or a committee appointed by the Board. The term of each option granted under the 2026 Equity Incentive Plan may not exceed 10 years from the date of grant.

 

The foregoing description of the 2026 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.

 

Exhibits

 

Exhibit No.   Description
10.1   Universe Pharmaceuticals INC 2026 Equity Incentive Plan

 

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: April 16, 2026 By:  /s/ Gang Lai
    Gang Lai
    Chief Executive Officer

 

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FAQ

What did Universe Pharmaceuticals (UPC) approve in its April 2026 filing?

Universe Pharmaceuticals approved a 2026 Equity Incentive Plan on April 14, 2026. The plan is designed to attract and retain personnel, provide additional incentives, and better align employees’, directors’, and consultants’ interests with those of existing shareholders over the long term.

How many shares are reserved under Universe Pharmaceuticals’ 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan initially reserves up to 84,500 ordinary shares for issuance. These may be Class A, Class B, or a combination. The pool supports options, share appreciation rights, restricted shares, restricted share units, performance units, performance shares, and other share-based awards.

How does the annual share increase work in the UPC 2026 Equity Incentive Plan?

Starting on the first trading day in January 2027, the plan’s share pool may automatically increase by up to 10% of total ordinary shares issued and outstanding. The board can choose a smaller increase, and any increase is subject to the Company’s authorized share capital.

Who is eligible to participate in Universe Pharmaceuticals’ 2026 Equity Incentive Plan?

Eligible participants include employees, directors, and consultants of Universe Pharmaceuticals and its parents and subsidiaries. However, incentive share options under the plan may be granted only to employees of the Company or its parent or subsidiary entities, as specifically stated.

Are there ownership limits for directors and officers under the UPC 2026 plan?

Yes. No award may be granted if it would cause a director or officer to hold, directly or indirectly, shares representing more than 75% of the total combined voting power of all issued and outstanding shares, whether through grant, vesting, exercise, or settlement of that award.

What is the maximum term of options under the Universe Pharmaceuticals 2026 plan?

Each option granted under the 2026 Equity Incentive Plan may have a term of no more than 10 years from the grant date. This cap limits how long an option can remain exercisable, helping define the time horizon for potential share issuance from option exercises.

Filing Exhibits & Attachments

1 document