Are Gang Lai’s new Universe Pharmaceuticals share grants open-market purchases?

No, the share grants are not open-market purchases. The Form 4 labels them with transaction code A, meaning a grant or award, and footnotes explain they are compensation under the 2026 Equity Incentive Plan for past services, exempt under Rule 16b-3.

What plan governs the share awards to Universe Pharmaceuticals CEO Gang Lai?

The grants are made under Universe Pharmaceuticals’ 2026 Equity Incentive Plan. A footnote states the awards compensate past services and are subject to an award agreement between Gang Lai and the company, dated May 5, 2026, outlining applicable terms.

Universe Pharmaceuticals (NASDAQ: UPC) CEO receives share grants under 2026 equity plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lai Gang reported acquisition or exercise transactions in this Form 4 filing.

Universe Pharmaceuticals CEO Gang Lai reported new share grants in Universe Pharmaceuticals INC. On May 7, 2026, he received 12,610 Class B ordinary shares and 71,890 Class A ordinary shares at $0.0000 per share as a grant or award.

Footnotes state these ordinary shares were granted under the company’s 2026 Equity Incentive Plan in consideration for past services and are governed by an award agreement dated May 5, 2026. After the transactions, Lai directly holds 12,610 Class B shares and 71,890 Class A shares, and indirectly holds 3,467 Class B shares through Sununion Holding Group Limited.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Lai Gang

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A ordinary shares, par value US$0.00001 per share	71,890	$0.00	--
Grant/Award	Class B ordinary shares, par value US$0.00001 per share	12,610	$0.00	--
holding	Class B ordinary shares, par value US$0.00001 per share	--	--	--

Holdings After Transaction: Class A ordinary shares, par value US$0.00001 per share — 71,890 shares (Direct, null); Class B ordinary shares, par value US$0.00001 per share — 12,610 shares (Direct, null); Class B ordinary shares, par value US$0.00001 per share — 3,467 shares (Indirect, By Sununion Holding Group Limited)

Footnotes (1)

Represents a grant of ordinary shares under the Issuer's 2026 Equity Incentive Plan, in a transaction exempt under Rule 16b-3, in consideration for past services rendered by the Reporting Person. The grant is subject to the terms of an award agreement entered into by and between the Reporting Person and the Issuer, dated May 5, 2026. Represents 3,467 Class B ordinary shares held by Sununion Holding Group Limited, a business company incorporated in the British Virgin Islands, which is owned as to 100% and controlled by Gang Lai. The registered address of Sununion Holding Group Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Key Figures

Class B shares granted: 12,610 shares Class A shares granted: 71,890 shares Grant price per share: $0.0000 per share +3 more

6 metrics

Class B shares granted 12,610 shares Grant of Class B ordinary shares on May 7, 2026

Class A shares granted 71,890 shares Grant of Class A ordinary shares on May 7, 2026

Grant price per share $0.0000 per share Price for both Class A and Class B grants

Indirect Class B holdings 3,467 shares Class B shares held via Sununion Holding Group Limited

Direct Class B holdings after grant 12,610 shares Total Class B ordinary shares directly held after grant

Direct Class A holdings after grant 71,890 shares Total Class A ordinary shares directly held after grant

Key Terms

2026 Equity Incentive Plan, Rule 16b-3, Class B ordinary shares, Class A ordinary shares, +1 more

5 terms

2026 Equity Incentive Plan financial

"Represents a grant of ordinary shares under the Issuer's 2026 Equity Incentive Plan, in a transaction exempt under Rule 16b-3"

Rule 16b-3 regulatory

"in a transaction exempt under Rule 16b-3, in consideration for past services rendered by the Reporting Person"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Class B ordinary shares financial

"Represents 3,467 Class B ordinary shares held by Sununion Holding Group Limited"

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.

Class A ordinary shares financial

"Class A ordinary shares, par value US$0.00001 per share"

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.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:16 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lai Gang

(Last)

(First)

(Middle)

265 JINGJIU AVENUE

JINGGANGSHAN ECON. AND TECH. DEV. ZONE

(Street)

JI'AN, JIANGXI

JIANGXI

343100

(City)

(State)

(Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Universe Pharmaceuticals INC [ UPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A ordinary shares, par value US$0.00001 per share	05/07/2026		A		71,890	A	⁽¹⁾	71,890	D
Class B ordinary shares, par value US$0.00001 per share	05/07/2026		A		12,610	A	⁽¹⁾	12,610	D
Class B ordinary shares, par value US$0.00001 per share								3,467	I	By Sununion Holding Group Limited⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a grant of ordinary shares under the Issuer's 2026 Equity Incentive Plan, in a transaction exempt under Rule 16b-3, in consideration for past services rendered by the Reporting Person. The grant is subject to the terms of an award agreement entered into by and between the Reporting Person and the Issuer, dated May 5, 2026.

2. Represents 3,467 Class B ordinary shares held by Sununion Holding Group Limited, a business company incorporated in the British Virgin Islands, which is owned as to 100% and controlled by Gang Lai. The registered address of Sununion Holding Group Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

	/s/ Gang Lai	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Universe Pharmaceuticals (UPC) CEO Gang Lai report on this Form 4?

The Form 4 shows CEO Gang Lai received grants of Class A and Class B ordinary shares. These were compensation-related awards under the 2026 Equity Incentive Plan, not open-market purchases or sales, and reflect additional equity-based pay for past services.

How many Universe Pharmaceuticals Class B shares did the CEO receive on May 7, 2026?

Gang Lai received a grant of 12,610 Class B ordinary shares on May 7, 2026. The grant price was $0.0000 per share and was awarded under the 2026 Equity Incentive Plan in consideration for services already rendered to Universe Pharmaceuticals.

How many Universe Pharmaceuticals Class A shares were granted to Gang Lai?

The filing reports a grant of 71,890 Class A ordinary shares to Gang Lai. These shares were issued at $0.0000 per share as part of a compensation grant under the 2026 Equity Incentive Plan, documented in an award agreement dated May 5, 2026.

What indirect Universe Pharmaceuticals holdings does Gang Lai report on this Form 4?

The Form 4 shows 3,467 Class B ordinary shares held indirectly through Sununion Holding Group Limited. The footnote explains Sununion is a British Virgin Islands company owned and controlled 100% by Gang Lai, which holds these Class B shares.