Forward Industries Announces Strategic Share Repurchase

Rhea-AI Summary

Forward Industries (NASDAQ: FWDI)/b) announced a privately negotiated repurchase of for $27.4 million, lowering outstanding common shares to 76,977,809.

The company borrowed $40 million from Galaxy Digital at ~3.4% APR, secured by treasury fwdSOL, and expects SG&A to decline ~45% by fiscal Q3.

Positive

• 6,164,324 shares repurchased for $27.4M
• SOL-per-share increased to 0.0662 (annualized ~29%)
• $40M low-cost financing at ~3.4% APR preserves staking rewards
• Forecasted 45% reduction in SG&A by fiscal Q3

Negative

• Debt facility of $40M creates leverage secured by treasury fwdSOL
• Shares outstanding reduced to 76,977,809, potential liquidity implications

News Market Reaction – FWDI

-0.70%

1 alert

-0.70% News Effect

-$3M Valuation Impact

$414M Market Cap

1K Volume

On the day this news was published, FWDI declined 0.70%, reflecting a mild negative market reaction. This price movement removed approximately $3M from the company's valuation, bringing the market cap to $414M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares repurchased: 6,164,324 shares Repurchase cost: $27.4 million Shares outstanding change: 83,142,133 to 76,977,809 +5 more

8 metrics

Shares repurchased 6,164,324 shares Privately negotiated repurchase from institutional investor

Repurchase cost $27.4 million Total purchase cost for 6,164,324 shares

Shares outstanding change 83,142,133 to 76,977,809 Common shares outstanding after repurchase

SOL holdings pre-transaction 6,962,501 SOL As of December 31, 2025

SOL-per-share post-transaction 0.0662 SOL/share As of March 18, 2026, fully diluted basis

Loan facility size $40 million Master Digital Currency Loan Agreement with Galaxy Digital LLC

Loan interest rate 3.4% APR Weighted average annual interest rate

SG&A reduction target 45% decline (to $3.6M) From $6.5M in fiscal Q1 to estimated $3.6M by fiscal Q3

Market Reality Check

Price: $4.68 Vol: Volume 1,235,649 vs 964,2...

normal vol

$4.68 Last Close

Volume Volume 1,235,649 vs 964,244 20-day average (1.28x average). normal

Technical Shares trading below 200-day MA of 6.58 with price at 4.985, about 47.14% under the 52-week high.

Peers on Argus

No peers listed in the sector context and no names in the momentum scanner, sugg...

No peers listed in the sector context and no names in the momentum scanner, suggesting the -9.86% move is primarily stock-specific to FWDI.

Historical Context

5 past events · Latest: Feb 12 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 12	Earnings update	Neutral	-0.4%	Reported fiscal Q1 2026 results and updated on SOL treasury strategy.
Feb 09	Conference call notice	Neutral	-7.7%	Announced schedule and access details for upcoming fiscal Q1 2026 call.
Dec 18	Tokenization launch	Positive	-0.9%	Launched tokenized FWDI public shares on Solana via Superstate platform.
Dec 11	Full-year earnings	Negative	-0.3%	Reported FY 2025 results with higher expenses and large non-cash SOL loss.
Dec 02	Crypto strategy update	Positive	+2.6%	Outlined Solana treasury build-out and key capital and SOL metrics.

Pattern Detected

News has often been followed by modest or negative moves, even on strategic or growth-oriented announcements.

Recent Company History

Over the past few months, Forward Industries has focused on building and communicating its Solana treasury strategy. A Dec 2, 2025 shareholder update highlighted a large SOL position and significant capital raises, and a Dec 18, 2025 announcement detailed tokenization of FWDI shares on Solana. Fiscal 2025 results on Dec 11, 2025 showed higher operating expenses and a large non-cash loss tied to SOL. More recently, Q1 2026 results and a related conference call in February emphasized operating as a Solana treasury. Today’s buyback and cost-cut plan extend this capital-allocation and efficiency narrative.

Market Pulse Summary

This announcement combines a sizable negotiated buyback with explicit cost-optimization targets. For...

Analysis

This announcement combines a sizable negotiated buyback with explicit cost-optimization targets. Forward is repurchasing over 6.1M shares, reducing common shares outstanding and lifting SOL-per-share to 0.0662, financed by a $40M loan at about 3.4% APR. Management also targets a 45% decline in SG&A to $3.6M by fiscal Q3. Investors may watch execution on expense reductions, servicing of the new facility, and how the Solana treasury strategy interacts with overall risk and earnings power.

Key Terms

master digital currency loan agreement, staking rewards, operating leverage, sg&a, +1 more

5 terms

master digital currency loan agreement financial

"To finance the transaction, Forward has entered into a Master Digital Currency Loan Agreement with Galaxy"

A master digital currency loan agreement is a standard framework contract that sets the rules for lending and borrowing cryptocurrencies or other tokenized assets, similar to a homeowner’s mortgage form used repeatedly with different borrowers. It spells out payment schedules, collateral rules, interest calculations, what happens if a borrower can’t pay, and how digital assets are valued and transferred. For investors, it matters because these standardized terms reduce legal uncertainty, clarify credit and counterparty risk, and help markets scale by making deals predictable and enforceable.

staking rewards technical

"Forward will continue to earn staking rewards on the underlying SOL"

Staking rewards are incentives given to individuals who commit their cryptocurrency holdings to support a blockchain network's operations, such as confirming transactions and maintaining security. Think of it like earning interest or dividends for locking up your savings or investments, encouraging people to keep their assets engaged in keeping the system running smoothly. For investors, staking rewards provide a way to earn passive income while helping to secure the network.

operating leverage financial

"Cost Optimization Initiatives Expected to Enhance Operating Leverage"

Operating leverage measures how much a company's profits are affected by changes in sales volume. When a business has high operating leverage, small increases in sales can lead to much larger increases in profit, much like a lever amplifies force. It matters to investors because it indicates how sensitive a company's earnings are to fluctuations in sales, affecting risk and potential returns.

sg&a financial

"SG&A expenses (excluding stock-based compensation and design segment SG&A) will decrease"

SG&A stands for Selling, General, and Administrative expenses. It includes the costs a company spends on selling products, running the business day-to-day, and managing staff, like advertising, rent, and salaries. These expenses matter because they affect how much profit a company can make from its sales.

apr financial

"borrowed $40 million at a weighted average annual interest rate of approximately 3.4% APR"

Annual Percentage Rate (APR) is the yearly cost of borrowing money expressed as a percentage, combining interest and most fees into a single rate so borrowers can compare loans like comparing price tags. For investors, APR matters because it affects how much companies pay to raise capital, influences consumer demand for credit, and helps compare returns or costs across loans, bonds, and financial products — all of which can change profits and valuations.

AI-generated analysis. Not financial advice.

Transaction Expected to Increase SOL-per-Share and Return Over 6 Million Shares of Common Stock to its Treasury Using Low-Cost Financing from Galaxy Digital LLC

Cost Optimization Initiatives Expected to Enhance Operating Leverage

AUSTIN, TX, March 19, 2026 (GLOBE NEWSWIRE) -- Forward Industries, Inc. (NASDAQ: FWDI) (the "Company" or “Forward”), the leading Solana treasury company, today announced that it has entered into an agreement to repurchase 6,164,324 shares of its common stock from an institutional investor in a privately negotiated transaction. The total purchase cost is $27.4 million.

The transaction will reduce Forward’s common shares outstanding from 83,142,133 to 76,977,809. As of December 31st, 2025, Forward held 6,962,501 SOL and had 111,591,332 fully diluted shares outstanding resulting in a SOL-per-share of approximately 0.0624. As of March 18th, 2026 and following this transaction, Forward holds 7,013,536 SOL and has 105,894,207 fully diluted shares outstanding, resulting in a SOL-per-share of 0.0662 and an annualized increase of approximately 29%, as depicted in the attached capitalization table.

To finance the transaction, Forward has entered into a Master Digital Currency Loan Agreement with Galaxy Digital LLC. (“Galaxy”), under which the Company has borrowed $40 million at a weighted average annual interest rate of approximately 3.4% APR with an average weighted maturity of approximately 4.9 months. The facility is secured by fwdSOL held in the Company’s treasury. Importantly, Forward will continue to earn staking rewards on the underlying SOL, enabling the Company to maintain yield generation while accessing low-cost capital. Forward expects to use the proceeds to finance the share repurchase and support the Company’s digital asset treasury strategy.

“This transaction represents a highly efficient use of capital that immediately increases SOL-per-share by reducing Forward’s share count,” said Ryan Navi, Chief Investment Officer of Forward Industries. “By repurchasing shares at a discount to both our net asset value and current market price, and by securing attractively priced financing that allows us to maintain staking rewards on our collateral, we are able to return a meaningful block of shares to our treasury while continuing to compound our digital asset holdings. We believe this structure reinforces our disciplined approach to capital allocation and our commitment to maximizing long-term value for Forward shareholders.”

Forward also announced that it expects certain operating expenses to decline significantly over the coming quarters, as depicted in the table below. The Company currently forecasts that SG&A expenses (excluding stock-based compensation and design segment SG&A) will decrease by approximately 45% from $6.5 million in fiscal Q1 to an estimated $3.6 million by fiscal Q3. This reflects a broader cost reduction plan that includes reductions in fees under the Company’s services agreement with Galaxy Digital LP, lower outside legal expenses, reduced marketing expenditures, reduced third-party vendor costs, and other operational efficiencies.

Kyle Samani, Chairman of Forward Industries, added, “We are executing on a series of operational initiatives designed to reduce our cost structure and improve operating leverage. We expect these efforts to drive a material decline in SG&A over the coming quarters, excluding stock-based compensation and design segment SG&A. Combined with this share repurchase, which allows us to increase SOL-per-share while continuing to earn staking rewards on our collateral, we are building a more efficient platform that compounds value for shareholders over time.”

About Forward Industries, Inc.

Forward Industries, Inc. (NASDAQ: FWDI) is a Solana focused digital asset treasury company, with the strategy to buy, hold, stake, trade, invest in, and grow SOL and SOL related digital assets, protocols and businesses. Our mission is to expand and strengthen the Solana ecosystem by acquiring and staking SOL and engaging with, providing tools to and investing in the Solana network, Solana developers and Solana related projects in order to increase shareholder value. In connection with a private placement transaction in September 2025, we launched our digital asset treasury strategy supported by industry leading investors and operating partners including Galaxy Digital and Jump Crypto. For more information on the Company’s Solana treasury strategy, visit forwardindustries.com.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “intend”, “potential”, “seek”, “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to anticipated benefits of the share repurchase transaction, expected increase in SOL-per-share, terms and use of proceeds of the Galaxy financing, and projected reductions in operating expenses and SG&A, the Company’s plan for value creation and strategic advantages, market size and growth opportunities. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, failure to realize the anticipated benefits of the proposed digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies; the risk that the price of the Company’s common stock may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries and markets in which the Company does and will operate (including the applicable digital assets market); risks relating failure to realize anticipated benefits of the share repurchase transaction, ability to achieve projected costs reductions, counterparty risks associated with financing arrangements, to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of digital assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements.

Contacts

Media Contact
Carissa Felger / Sam Cohen
Gasthalter & Co.
(212) 257-4170
Forward@gasthalter.com

Investor Relations Contact
Sean Mansouri, CFA / Aaron D’Souza
Elevate IR
(720) 330-2829
ir@forwardindustries.com

Attachments

• Transaction Summary
• Cap Table
• SGA Waterfall

FAQ

What share repurchase did Forward Industries (FWDI) announce on March 19, 2026?

Forward repurchased 6,164,324 shares for $27.4 million. According to the company, this reduces common shares outstanding to 76,977,809 and returns the block of shares to treasury.

How did the FWDI repurchase affect SOL-per-share and what is the new ratio?

SOL-per-share increased to 0.0662, an annualized rise of about 29%. According to the company, holdings are 7,013,536 SOL with 105,894,207 fully diluted shares post-transaction.

What financing terms did Forward Industries (FWDI) secure to fund the buyback?

Forward borrowed $40 million from Galaxy Digital at an average ~3.4% APR. According to the company, the loan is secured by fwdSOL and averages a 4.9-month maturity.

Will Forward Industries (FWDI) keep earning staking rewards after the Galaxy loan?

Yes; Forward will continue to earn staking rewards on the underlying SOL collateral. According to the company, this maintains yield generation while accessing low-cost capital.

How much does Forward expect to cut SG&A and by when for FWDI?

Forward forecasts about a 45% decline in SG&A (excl. stock-based compensation and design segment SG&A) from $6.5M in fiscal Q1 to ~$3.6M by fiscal Q3. According to the company, multiple cost initiatives drive this reduction.

What are the investor implications of the FWDI share repurchase and financing?

The repurchase raises SOL-per-share and returns shares to treasury, potentially improving per-share metrics. According to the company, financing preserves staking yields but introduces $40M of secured leverage against treasury fwdSOL.