YY Group (NASDAQ: YYGH) issues shares under 2024 and 2025 incentive plans

Rhea-AI Filing Summary

YY Group Holding Limited reported that on December 5, 2025 it issued 1,350,000 Class A ordinary shares under its 2024 Share Incentive Plan, including 1,025,831 shares allotted to Executive Director Zhang Fan. The issuance was made under the Company’s Form S-8 registration statement filed on January 27, 2025.

On the same date, the Company also issued 6,500,000 Class A ordinary shares to employees and consultants under its 2025 Share Incentive Plan, relying on a separate Form S-8 registration statement filed on November 28, 2025. These grants represent equity-based compensation to staff and advisers.

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 February 2026

Commission File Number: 001-42026

YY Group Holding Limited

60 Paya Lebar Road

#09-13/14/15/16/17

Paya Lebar Square

Singapore 409051

(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 Registered Shares under Share Incentive Plans

On December 5, 2025, YY Group Holding Limited, a British Virgin Islands Company (the “Company”), issued 1,350,000 Class A ordinary shares, no par value (the “2024 Shares”), to various employees and consultants, pursuant to the 2024 Share Incentive Plan. This issuance included the allotment of 1,025,831 Class A ordinary shares to Zhang Fan, the Executive Director of the Company. The issuance of the 2024 Shares was under the registration statement Form S-8 (File Number: 333-284540) of the Company filed on January 27, 2025.

On December 5, 2025, the Company issued 6,500,000 Class A ordinary shares, no par value (the “2025 Shares”), to various employees and consultants, pursuant to the 2025 Share Incentive Plan. The issuance of the 2025 Shares was under the registration statement Form S-8 (File Number: 333-291844) of the Company filed on November 28, 2025.

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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.

	YY Group Holding Limited
Date: February 20, 2026	By:	/s/ Fu Xiaowei
		Fu Xiaowei
		Chief Executive Officer

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FAQ

What did YYGH disclose in this Form 6-K filing?

YY Group Holding Limited disclosed share issuances under its 2024 and 2025 Share Incentive Plans. It issued registered Class A ordinary shares to employees and consultants pursuant to previously filed Form S-8 registration statements.

How many shares did YYGH issue under the 2024 Share Incentive Plan?

YY Group issued 1,350,000 Class A ordinary shares under its 2024 Share Incentive Plan. These 2024 Shares were granted to various employees and consultants under a Form S-8 registration filed January 27, 2025.

How many YYGH shares were granted to Executive Director Zhang Fan?

Executive Director Zhang Fan received 1,025,831 Class A ordinary shares under the 2024 Share Incentive Plan. This allotment formed part of the 1,350,000 registered 2024 Shares issued on December 5, 2025.

What did YYGH issue under the 2025 Share Incentive Plan?

The company issued 6,500,000 Class A ordinary shares under its 2025 Share Incentive Plan. These 2025 Shares went to various employees and consultants under a Form S-8 registration filed November 28, 2025.

Under which registration statements were the YYGH incentive plan shares issued?

The 2024 incentive plan shares were issued under Form S-8 registration number 333-284540, filed January 27, 2025. The 2025 plan shares were issued under Form S-8 registration number 333-291844, filed November 28, 2025.

Who signed the YYGH Form 6-K reporting these share issuances?

Chief Executive Officer Fu Xiaowei signed the report on behalf of YY Group Holding Limited. The signature confirms the company’s authorization of the Form 6-K describing the registered share issuances under its incentive plans.