ReTo Eco-Solutions, Inc 6-K, filed Dec 29, 2025
ReTo Eco-Solutions, Inc. (RETO)
About this 6-K
ReTo Eco-Solutions, Inc filed this 6-K on December 29, 2025.
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 December 2025
Commission file number: 001-38307
RETO ECO-SOLUTIONS, INC.
(Registrant’s name)
X-702, 60 Anli Road, Chaoyang District, Beijing
People’s Republic of China 100101
(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 ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On December 22, 2025, at 8:30 p.m., Eastern Time (or December 23, 2025, at 9:30 a.m., Beijing Time), ReTo Eco-Solutions, Inc. (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “Meeting”). The record date for the Meeting was November 19, 2025. As of the record date, the Company had 2,858,842 shares outstanding and entitled to vote at the Meeting, including 1,858,842 Class A shares of no par value (the “Class A shares”) and 1,000,000 Class B shares of par value of US$0.01 each (the “Class B shares”). Each Class A share entitles the holder thereof to one (1) vote. Each Class B share entitles the holder thereof to one thousand (1,000) votes.
At the Meeting, the Company’s shareholders approved the proposals to (i) elect Xinyang Li, Guangfeng Dai, and Zhizhong Hu as Class C directors of the Company, each to serve a term expiring at the annual general meeting of shareholders in 2028 or until their successors are duly elected and qualified, (ii) ratify the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (iii) approve the Amendment No. 1 to ReTo Eco-Solutions, Inc. 2022 Share Incentive Plan to, among other things, (a) increase the number of authorized shares available for issuance to a total of 360,000 unissued Class A shares and (b) revise the evergreen provision from an annual increase to a semi-annual increase. The Amendment No. 1 to ReTo Eco-Solutions, Inc. 2022 Share Incentive Plan became effective immediately upon the approval on the Meeting, as set forth in Exhibit 99.1 hereto.
Set forth below are the voting results for each of the proposals at the Meeting.
| 1. | The election of Xinyang Li, Guangfeng Dai, and Zhizhong Hu as Class C directors, each to serve a term expiring at the annual general meeting of shareholders in 2028 or until their successors are duly elected and qualified |
| For | Withheld | |||||
| Class C Directors | Xinyang Li | 1,001,072,332 | 1,230 | |||
| Guangfeng Dai | 1,001,072,331 | 1,231 | ||||
| Zhizhong Hu | 1,001,072,332 | 1,230 |
| 2. | The ratification of the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 |
| For | Against | Abstain | ||
| 1,001,073,253 | 309 | 1 |
| 3. | The approval of the Amendment No. 1 to ReTo Eco-Solutions, Inc. 2022 Share Incentive Plan to, among other things, (a) increase the number of authorized shares available for issuance to a total of 360,000 unissued Class A shares and (b) revise the evergreen provision from an annual increase to a semi-annual increase |
| For | Against | Abstain | ||
| 1,001,072,243 | 1,315 | 4 |
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INCORPORATION BY REFERENCE
This Report on Form 6-K, including the exhibit hereto, shall be deemed to be incorporated by reference into each of (i) the registration statement on Form F-3, as amended (File No. 333-267101), of the Company, (ii) the registration statement on Form F-3 (File No. 333-282314), of the Company, (iii) the registration statement on Form S-8, as amended (File No. 333-270355), of the Company, and (iv) the registration statement on Form S-8 (File No. 333-280119), of the Company, and to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Number | Description of Exhibit |
| 99.1 | Amendment No. 1 to ReTo Eco-Solutions, Inc. 2022 Share Incentive Plan |
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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.
| Date: December 29, 2025 | RETO ECO-SOLUTIONS, INC. | |
| By: | /s/ Xinyang Li | |
| Name: | Xinyang Li | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
AMENDMENT NO. 1
TO THE
RETO ECO-SOLUTIONS, INC.
2022 SHARE INCENTIVE PLAN
This Amendment No. 1 (this “Amendment”) to the ReTo Eco-Solutions, Inc. 2022 Share Incentive Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of ReTo Eco-Solutions, Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), effective as of December 23, 2025 (the “Amendment Effective Date”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
RECITALS
| A. | The Company currently maintains the Plan. |
| B. | Pursuant to Section 11 of the Plan, the Board may amend the Plan at any time; provided that, no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 12), expands the class of persons eligible to receive Awards, or materially increases the benefits accruing to Participants under the Plan, unless such change is authorized by the shareholders of the Company. |
| C. | The Board believes that it is in the best interests of the Company and its shareholders to amend the Plan to (i) clarify the class of shares subject to the Plan, (ii) increase the shares subject to the Plan and (iii) modify the cadence of the “evergreen” to the Plan’s share reserve, each as set forth herein. |
AMENDMENT
| 1. | Effective as of the Amendment Effective Date, Section 2(l) of the Plan is hereby amended in its entirety to read as follows: |
“(l) Company Stock. The Class A shares of the Company. In the event of a change in the capital structure of the Company (as provided in Section 12 below), the shares resulting from such a change shall be deemed to be Company Stock within the meaning of the Plan.
(l) 公司股票。指本公司的Class A普通股。如果公司的资本结构发生变化（如下文第12节的规定），由这种变化产生的股份应被视为本计划意义上的公司股票。”
| 2. | Effective as of the Amendment Effective Date, Section 4(a) of the Plan is hereby amended in its entirety to read as follows: |
“(a) Subject to Section 12 of the Plan, there shall be reserved for issuance under the Plan a total of 360,000 unissued shares of Company Stock.
(a) 根据本计划第12条，应保留总共360,000股未发行的公司股票供本计划分配。”
| 3. | Effective as of the Amendment Effective Date, Section 4(b) of the Plan is hereby amended in its entirety to read as follows: |
“On January 1 and July 1, respectively, of each calendar year during the term of the Plan, commencing on January 1, 2023 and continuing until (and including) January 1, 2032, the number of shares of Company Stock available under the Plan shall automatically increase by a number equal to the lesser of (i) 5% of the total number of shares of Company Stock issued and outstanding on the day immediately preceding the date of such increase, as the case may be, and (ii) a number of shares of Company Stock determined by the Committee.
(b) 在本计划期限内的每个日历年度中，自2023年1月1日起至（并包括）2032年1月1日止，本计划下可分配的公司股票数量应分别于每年1月1日和7月1日自动增加。每次自动增加的股份数量应等于以下两者中的较小者：(i) 截至该增加日之前一天已发行和流通的公司股票总数的 5% 和(ii)由委员会决定的增加数量。”
| 4. | Effective as of the Amendment Effective Date, Section 4(d) of the Plan is hereby amended in its entirety to read as follows: |
“(d) No more than 360,000 shares of Company Stock (subject to adjustment pursuant to Section 12) may be issued under the Plan upon the exercise of Incentive Stock Options.
(d) 在行使激励性股票期权时，不得根据本计划发行超过 360,000 股的公司股票（根据第 12 条进行调整）。”
This Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated in and forms a part of the Plan.
Except as specifically set forth in this Amendment, there are no other amendments to the Plan, and the Plan shall remain in full force and effect.