OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE

Rhea-AI Summary

Forward Industries (NASDAQ:FWDI) filed an opening position disclosure under Irish Takeover Rule 8.1 as an offeror.

As of 23 June 2026, it holds 13,316,224 common shares, representing 15.294% of its issued share capital, with no short positions or derivatives and no related indemnity or option arrangements.

News Market Reaction – FWDI

-11.04%

44 alerts

-11.04% Session close to close

-7.4% Trough in 5 hr 59 min

$289.85M Market Cap

1.1x Rel. Volume

In the Jun 24 session, FWDI declined 11.04%, reflecting a significant negative market reaction. Argus tracked a trough of -7.4% from its starting point during tracking. Our momentum scanner triggered 44 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -11.0% in the session following this news. A negative reaction despite positive ne...

Analysis

The stock dropped -11.0% in the session following this news. A negative reaction despite positive news fits FWDI’s mixed responses to prior transaction headlines, including one notable selloff. Concentrated stakes and low short interest may limit squeeze support, while deal uncertainty and regulatory scrutiny could weigh on sentiment.

Key Figures

Owned common stock: 13,316,224 shares Ownership percentage: 15.294% Directors’ holdings: 3,197,484 shares +5 more

8 metrics

Owned common stock 13,316,224 shares FWDI common stock owned and/or controlled per Form 8.1(a) & (b)

Ownership percentage 15.294% Percentage of issued FWDI share capital represented by disclosed holdings

Directors’ holdings 3,197,484 shares FWDI common stock held by named directors and connected persons

Directors’ ownership 4.335% Directors’ and connected persons’ percentage of issued share capital

Samani options and rights 4,458,796 shares Common shares underlying options, awards and subscription rights for Pyahm Samani

Total director-linked rights 5,036,112 shares Total shares underlying outstanding options, awards and subscription rights for listed directors

Pruitt shareholding 1,500 shares Common stock held by CEO Michael Pruitt as of June 23, 2026

Shah shareholding 61,113 shares Common stock held by director Sangita Shah as of June 23, 2026

Historical Context

5 past events · Latest: Jun 15 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 15	Acquisition proposal update	Positive	+0.2%	Updated terms and context for non-binding offer to acquire Solana Company (HSDT).
Jun 15	Acquisition proposal update	Positive	+0.2%	Updated disclosure on non-binding all-stock proposal to acquire SkyAI (SKYA) at a premium.
Jun 15	Acquisition proposal	Positive	+12.6%	Initial non-binding all-stock proposal to acquire Solana Company (HSDT) at a premium.
Jun 15	Acquisition proposal	Positive	+12.6%	Initial non-binding all-stock acquisition proposal for SkyAI (SKYA) with premium terms.
Jun 09	Acquisition proposal	Positive	-4.9%	Indicative all-stock proposal for Brera Holdings PLC (SLMT) rejected by SLMT’s board.

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

Pattern Detected

The stock has generally reacted positively to acquisition proposal news, with one notable negative divergence.

Key Terms

cash-settled derivatives, stock-settled derivatives, irrevocable commitments, voting rights, +1 more

5 terms

cash-settled derivatives financial

"Cash-settled derivatives: | Nil | Nil | Nil | Nil"

Cash-settled derivatives are financial contracts that pay or receive an amount of money based on the change in the price or value of an underlying asset, without anyone delivering the actual asset. For investors they matter because they provide a way to gain exposure, hedge risk, or take a leveraged position quickly and with less friction than owning the underlying asset — like settling a bet in cash instead of exchanging whatever the bet was about — which affects liquidity, counterparty exposure and potential gains or losses.

stock-settled derivatives financial

"Stock-settled derivatives (including options) and agreements to purchase/ sell: | Nil"

Derivatives that are settled by delivering the actual shares rather than by paying cash; when the contract expires or is exercised, the holder receives stock instead of money. Investors care because stock-settled derivatives change who owns shares and can affect the number of shares available, which influences dilution, voting power and share price volatility—think of settling a bet by handing over the item won instead of its cash value.

irrevocable commitments regulatory

"Irrevocable commitments and letters of intent should not be included."

Irrevocable commitments are binding promises or obligations a party cannot unilaterally cancel, like a signed contract or a nonrefundable deposit that locks in action or payment. For investors, they matter because they create predictable cash flows or fixed obligations that limit management’s flexibility—useful for assessing financial risk, future expenses, or guaranteed revenue in valuation and decision-making.

voting rights regulatory

"relating to the voting rights of any relevant securities under any option referred"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

takeover rules regulatory

"Rule 8.1(a) and (b) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022"

Takeover rules are the legal and regulatory instructions that govern how one party can buy control of a publicly traded company, including how bids must be announced, what information must be shared with shareholders, and how competing offers are handled. They matter to investors because they set the playing field for fair pricing and transparent process, reduce surprise outcomes, and influence the likelihood, timing and price of any buyout — similar to having clear referee rules in a sports match.

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

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FORM 8.1(a) & (b)
(Opening Position Disclosure)

IRISH TAKEOVER PANEL

AUSTIN, TX, June 24, 2026 (GLOBE NEWSWIRE) -- Forward Industries, Inc. (NASDAQ: FWDI)

1.   KEY INFORMATION

(a)   Full name of discloser:	Forward Industries, Inc.
(b)   Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c)   Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Forward Industries, Inc.
(d)   Is the discloser the offeror or the offeree?	Offeror
(e)   Date position held: The latest practicable date prior to the disclosure	23 June 2026
(f)   In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	No

2.   INTERESTS AND SHORT POSITIONS

If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)

Class of relevant security: (Note 2) Common Stock, par value $0.01 each
	Interests			Short positions
	Number	%		Number	%
(1)   Relevant securities owned and/or controlled:	13,316,224	15.294	%	Nil	Nil
(2)   Cash-settled derivatives:	Nil	Nil		Nil	Nil
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell:	Nil	Nil		Nil	Nil
Total:	13,316,224	15.294	%	Nil	Nil

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

3.   INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE

Details of any interests and short positions (including directors’ and other employee options) of any person acting in concert with the party making the disclosure:
The directors of Forward Industries, Inc. detailed in the table below (together with their connected persons under Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules) have the following interests in Forward Industries, Inc.:

Name	Class of Relevant Security	Number of shares of Common Stock held at midnight (ET) on 23 June 2026	Percentage of issued share capital (excluding treasury shares and rounded)		Total number of shares of Common Stock underlying outstanding options, awards and other subscription rights
Keith Johnson	Common Stock, par value $0.01 each	Nil	Nil		162,147
Michael Pruitt	Common Stock, par value $0.01 each	1,500	0.002	%	203,779
Pyahm Samani	Common Stock, par value $0.01 each	3,134,871	4.250	%	4,458,796
Sangita Shah	Common Stock, par value $0.01 each	61,113	0.083	%	211,390
TOTAL		3,197,484	4.335	%	5,036,112

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

4.   OTHER INFORMATION

(a)      Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

None

(c) Attachments

Is a Supplemental Form 8 attached?

No

Date of disclosure:	24 June 2026
Contact name:	Georgia Quinn
Telephone number:	+1 512 256 9040

Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.

NOTES ON FORM 8.1(a) and (b)

1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.
   
   
2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
   
   
3. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
   

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

Contact: See Below

Media Contact
comms@forwardindustries.com

Investor Relations
Elevate IR
ir@forwardindustries.com

FAQ

What did Forward Industries (NASDAQ:FWDI) disclose in its Rule 8.1 opening position on 24 June 2026?

Forward Industries disclosed its opening position as an offeror under Irish Takeover Rule 8.1. According to Forward Industries, it reported its holdings, concert-party interests, and confirmed the absence of short positions, derivatives, indemnity arrangements, or voting agreements, with the position date of 23 June 2026.

How many FWDI shares are owned or controlled by Forward Industries in the Rule 8.1 disclosure?

Forward Industries owns or controls 13,316,224 FWDI common shares in the Rule 8.1 disclosure. According to Forward Industries, this represents 15.294% of the issued common stock, with no cash-settled or stock-settled derivatives and no reported short positions in the relevant securities.

What are the directors’ shareholdings in FWDI reported in the June 2026 opening position disclosure?

The disclosure lists director and connected-person holdings and related rights in FWDI shares. According to Forward Industries, directors and their connected persons hold 3,197,484 common shares (4.335%) and have 5,036,112 shares underlying outstanding options, awards, and other subscription rights as of 23 June 2026.

Does Forward Industries have any short positions or derivatives in FWDI under the Rule 8.1 filing?

Forward Industries reports no short positions or derivatives in FWDI in this filing. According to Forward Industries, cash-settled derivatives, stock-settled derivatives, and related agreements to purchase or sell relevant securities are all stated as nil in the opening position disclosure tables.

Are there any indemnity, option, or voting agreements disclosed by FWDI in the June 24, 2026 filing?

The filing states there are no indemnity, option, or voting agreements relating to FWDI securities. According to Forward Industries, sections covering inducement arrangements and agreements on voting rights or future acquisitions or disposals of relevant securities are each completed with the word “None.”

Who is the contact for investor and media inquiries in Forward Industries’ FWDI Rule 8.1 disclosure?

The disclosure names specific contacts for inquiries related to the FWDI filing. According to Forward Industries, Georgia Quinn is listed as the contact for the form, with additional media (comms@forwardindustries.com) and investor relations (ir@forwardindustries.com) email addresses provided for further questions.