Forward Industries, Inc (“Forward”) - Rule 2.12 Announcement

Forward Industries (NASDAQ: FWDI) issued a Rule 2.12 announcement under the Irish Takeover Rules, detailing its capital structure as of July 1, 2026.

Rhea-AI Summary

Forward Industries (NASDAQ: FWDI) issued a Rule 2.12 announcement under the Irish Takeover Rules, detailing its capital structure as of July 1, 2026.

The company reported 73,846,883 outstanding common shares, stock options, restricted and performance stock units, and 25,759,600 warrants, and outlined key Irish Takeover Panel disclosure requirements.

Argus Jul 1 session

+11.37% close to close Open Argus

Details

News Market Reaction – FWDI

On Jul 1, the day this news came out, FWDI closed 11.37% above the previous close.

Data tracked by StockTitan Argus for the Jul 1 session.

Key Figures

Outstanding common shares: 73,846,883 shares Issued shares: 87,163,107 shares Treasury shares: 13,316,224 shares +5 more

Outstanding common shares

73,846,883 shares

As of July 1, 2026 under Rule 2.12 disclosure

Issued shares

87,163,107 shares

Total issued common stock before treasury shares, July 1, 2026

Treasury shares

13,316,224 shares

Repurchased and held in treasury as of July 1, 2026

Options outstanding

1,811,666 shares

Options to purchase common shares outstanding on July 1, 2026

RSUs and PSUs

2,107,732 shares

Rights to convert into or receive common shares as of July 1, 2026

Warrants outstanding

25,759,600 shares

Warrants to subscribe for common shares as of July 1, 2026

Disclosure threshold

1%

Interest in relevant securities triggering Rule 8.3(b) disclosure

Disclosure deadline

3:30 pm New York time

Latest time to disclose relevant dealings on next business day

Historical Context

5 past events · Latest: Jun 24

5 events

1. Jun 24

   Takeover Rule disclosure

   24h Move

   -11.0%

   Opening position disclosure under Irish Takeover Rule 8.1 as offeror.

2. Jun 15

   Acquisition proposal

   24h Move

   +0.2%

   Updated non-binding all-stock offer for Solana Company (HSDT) with premium.

3. Jun 15

   Acquisition proposal

   24h Move

   +0.2%

   Updated non-binding all-stock proposal to acquire SkyAI (SKYA) at premium.

4. Jun 15

   Acquisition proposal

   24h Move

   +12.6%

   Initial non-binding all-stock proposal for Solana Company (HSDT) at 10% premium.

5. Jun 15

   Acquisition proposal

   24h Move

   +12.6%

   Initial non-binding all-stock proposal for SkyAI (SKYA) at 20% premium.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

irish takeover rules, offer period, relevant securities, derivative

4 terms

irish takeover rules regulatory

"for the purposes of Rule 2.12 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 (the “Irish Takeover Rules”)"

Irish Takeover Rules are a set of legal guidelines in Ireland that govern how companies can be bought or merged with each other. They are designed to ensure that all shareholders are treated fairly and have the chance to decide whether to sell their shares during a takeover.

offer period regulatory

"This requirement will continue until the ‘offer period’ ends."

The offer period is the specific time when a company or organization allows people to buy or apply for something, like shares or products. It’s important because it tells you the window to participate and take advantage of the opportunity before it ends. Think of it like a sale that only lasts for a limited time—you need to act within that period to get the deal.

relevant securities regulatory

"‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of the offeree company"

Relevant securities are the specific stocks, bonds, or other financial assets that are connected to a particular investment or legal requirement. Knowing which securities are relevant helps investors and regulators understand which assets are affected or involved in a certain transaction or regulation, like identifying the specific items to watch or control in a financial deal.

derivative regulatory

"including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’"

A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FOR THE PURPOSES OF RULE 2.12 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”)

AUSTIN, TX, July 01, 2026 (GLOBE NEWSWIRE) -- In accordance with Rule 2.12 of the Irish Takeover Rules, Forward confirms that as of July 1, 2026, its outstanding shares consisted of 73,846,883 shares of common stock, par value $0.01 per share (the “Common Shares”), which is comprised of 87,163,107 shares issued less 13,316,224 shares repurchased and held in treasury. The Common Shares are admitted to trading on the NASDAQ Stock Market under the ticker symbol FWDI. The International Securities Identification Number for these securities is US3499321038.

Forward confirms that as of July 1, 2026 there were outstanding options to purchase up to 1,811,666 Common Shares and outstanding restricted stock units and performance stock units conferring on their holders vested or unvested rights to convert into, or to receive, up to an aggregate of 2,107,732 Shares. Forward Industries confirms that as of July 1, 2026, there were outstanding warrants to subscribe for an aggregate of 25,759,600 Common Shares.

Media Contact
comms@forwardindustries.com

Investor Relations
Elevate IR
ir@forwardindustries.com

Responsibility Statement

The directors of Forward accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure Requirements of the Irish Takeover Rules

Under Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of the offeree company or any securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash), all ‘dealings’ in any ‘relevant securities’ of the offeree company or any securities exchange offeror (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (New York time) on the ‘business day’ following the date of the relevant transaction. This requirement will continue until the ‘offer period’ ends. If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of the offeree company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.

If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of the offeree company or the securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash), they will be deemed to be a single person for the purpose of Rule 8.3(b) of the Irish Takeover Rules. In general, interests in securities arise when a person has long economic exposure, whether conditional or absolute, to changes in the price of the securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel at telephone number +353 1 678 9020.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Forward Industries (FWDI) shares are outstanding as of July 1, 2026?

Forward Industries reports 73,846,883 outstanding common shares as of July 1, 2026. According to Forward, this reflects 87,163,107 issued shares less 13,316,224 shares repurchased and held in treasury under its NASDAQ-listed common stock structure.

What stock options and stock units does Forward Industries (FWDI) have outstanding on July 1, 2026?

Forward Industries reports options to purchase up to 1,811,666 common shares as of July 1, 2026. According to Forward, there are also outstanding restricted stock units and performance stock units covering rights to receive or convert into up to 2,107,732 shares in total.

How many warrants to buy FWDI common stock are outstanding at Forward Industries?

Forward Industries reports outstanding warrants to subscribe for 25,759,600 common shares. According to Forward, these warrants form part of its overall capital structure disclosed under Rule 2.12 of the Irish Takeover Rules as of July 1, 2026.

On which exchange is Forward Industries (FWDI) listed and what is its ISIN?

Forward Industries common shares trade on the NASDAQ Stock Market under ticker FWDI. According to Forward, the International Securities Identification Number (ISIN) for these securities is US3499321038, as confirmed in its July 1, 2026 Rule 2.12 announcement.

What do Irish Takeover Rules disclosure requirements mean for FWDI investors?

Irish Takeover Rules require prompt public disclosure of dealings in relevant securities once a 1% interest threshold is reached. According to Forward, such dealings must be reported by 3:30 pm New York time on the next business day during the offer period.

When must FWDI shareholders disclose dealings under Irish Takeover Rule 8.3(b)?

Any person interested in 1% or more of relevant securities must publicly disclose dealings by 3:30 pm New York time the following business day. According to Forward, this obligation continues until the offer period ends, including coordinated interests treated as a single person.