Equity awards for Forward Industries (NASDAQ: FWDI) CFO

Rhea-AI Filing Summary

Forward Industries, Inc. filed a report describing new equity awards for its recently appointed Chief Financial Officer, Mark Brazier. On April 16, 2026, the board’s Compensation Committee approved grants of company equity to Mr. Brazier, with each award requiring his continued service through the applicable vesting dates. The same equity grants are also treated as an unregistered sale of equity securities for disclosure purposes.

8-K Event Classification

2 items: 3.02, 5.02

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

Unregistered Sales of Equity Securities, Compensation Committee, Continued Service Condition, Chief Financial Officer, +1 more

5 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02. Unregistered Sales of Equity Securities."

Compensation Committee financial

"the Compensation Committee of the Board of Directors of Forward Industries, Inc."

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Continued Service Condition financial

"Each award is subject to Mr. Brazier’s continued service with the Company through the applicable vesting date (the “Continued Service Condition”)."

Chief Financial Officer financial

"Mark Brazier, the Company’s recently appointed Chief Financial Officer."

A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

false 0000038264 0000038264 2026-04-16 2026-04-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2026

Forward Industries, Inc.

(Exact name of registrant as specified in its charter)

Texas		001-34780		13-1950672
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

111 Congress Avenue, Suite 500

Austin, Texas 78701

(Address of Principal Executive Office) (Zip Code)

(512) 256-9040

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FWDI	The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 16, 2026, the Compensation Committee of the Board of Directors of Forward Industries, Inc. (the “Company”) approved grants of equity to Mark Brazier, the Company’s recently appointed Chief Financial Officer. Each award is subject to Mr. Brazier’s continued service with the Company through the applicable vesting date (the “Continued Service Condition”). The grants are described below:

• Non-qualified stock options to purchase an aggregate of 275,000 shares of the Company’s common stock, comprised of (i) 137,500 options with an exercise price of $9.18 per share and (ii) 137,500 options with an exercise price of $13.77 per share, each with a term of 10 years from the date of grant. The stock options vest as follows: 25% on April 13, 2027, with the remaining 75% vesting in 12 equal quarterly installments thereafter, subject to the Continued Service Condition.

• 275,000 restricted stock units with the same vesting schedule as his options.

• 275,000 performance stock units that vest upon the Company achieving certain SOL per Share outstanding thresholds, subject to the Continued Service Condition.

2

SIGNATURES

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 hereunto duly authorized.

	FORWARD INDUSTRIES, INC.
Date: April 17, 2026	By:	/s/ Georgia Quinn
		Name: Georgia Quinn
		Title: General Counsel

3

FAQ

What did Forward Industries (FORD) disclose about its new CFO in this filing?

Forward Industries disclosed that its Compensation Committee approved equity grants for recently appointed CFO Mark Brazier on April 16, 2026. These awards are part of his compensation package and are subject to continued service-based vesting conditions.

How are the equity awards to Forward Industries (FORD) CFO structured?

The equity awards granted to CFO Mark Brazier are subject to a Continued Service Condition. This means each grant vests only if he remains employed with Forward Industries through the specified vesting dates set for the awards.

Why does the Forward Industries (FORD) filing mention unregistered sales of equity securities?

The company classifies the CFO’s equity grants as an unregistered sale of equity securities. Information describing these grants under the executive compensation section is incorporated by reference into the unregistered sales disclosure item.

Who approved the equity grants for the Forward Industries (FORD) CFO?

The equity grants for CFO Mark Brazier were approved by the Compensation Committee of Forward Industries’ Board of Directors. This committee is responsible for overseeing executive pay and determining the terms of incentive awards for senior officers.

What conditions apply to the Forward Industries (FORD) CFO’s equity awards?

Each equity award to CFO Mark Brazier is conditioned on his continued service with the company. If he remains employed through the applicable vesting dates, the awards vest; otherwise, unvested portions may be forfeited under the plan terms.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB