Welcome to our dedicated page for Brownies Marine Group SEC filings (Ticker: BWMG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Brownie’s Marine Group, Inc. filings document the reporting, capital structure and governance matters of a Florida marine-products company. Its recent Form 8-K reports cover material definitive agreements, promissory-note amendments, direct financial obligations, unregistered common stock issuances, director and executive compensation arrangements and equity-compensation plan matters.
The company’s regulatory record also includes late-filing notices for annual reports, along with disclosure tied to common stock, accrued compensation settlements, related-party obligations, board approvals and compliance with periodic reporting requirements.
Brownie’s Marine Group reported a much stronger quarter for the three months ended March 31, 2026. Total revenues rose to $2,115,244 from $1,529,203 a year earlier, while gross profit nearly doubled to $982,129, lifting gross margin to 46.4% from 38.9%.
The company swung from a net loss of $54,468 to net income of $493,030 and generated operating cash flow of $686,637, helped by a $494,829 Employee Retention Credit. Cash increased to $849,620, contributing to working capital of about $1,141,710 and total stockholders’ equity of $2,442,801.
Despite these improvements, accumulated deficit remained large at $17,538,328, and management again disclosed substantial doubt about the company’s ability to continue as a going concern. Disclosure controls and internal control over financial reporting were deemed ineffective due to multiple material weaknesses.
Brownie’s Marine Group, Inc. reports a small net loss of $105,149 for 2025 and continues to face substantial doubt about its ability to continue as a going concern. Revenues fell 7.99% to $7,516,687 as gross margin slipped from 40.4% to 37.4%.
Operating expenses were $2,958,659, including non-cash stock compensation of $198,478, and research and development spending declined to $3,638. The company ended 2025 with cash of $307,885, working capital of $579,074, and an accumulated deficit of $18,031,358.
Brownie’s continues shifting from gasoline-powered to battery-powered, software-enabled marine breathing and compressor technologies across five subsidiaries, while relying on related-party sales and licensed intellectual property controlled by its Chairman and CEO. Shares trade as a penny stock on the OTC Basic Market with 503,267,153 shares outstanding as of April 10, 2026.
Brownie’s Marine Group, Inc. reported that on November 24, 2025 it issued shares of common stock to two insiders instead of paying them cash for accrued board compensation. The company issued 24,722,222 shares to chief executive officer and director Robert Carmichael in lieu of a cash payment of $133,500, and 23,400,000 shares to director Charles Hyatt in lieu of $117,000. The issuances were made as unregistered sales of equity securities, relying on the private-offering exemption under Section 4(a)(2) of the Securities Act of 1933. The related disclosure about Mr. Carmichael is also referenced in the section covering director and officer arrangements.
Brownie’s Marine Group, Inc. reported that it has extended the maturity dates on two existing promissory notes held by director Charles Hyatt. A note with a principal amount of $150,000 originally issued on November 7, 2023 now matures on May 7, 2026, instead of November 7, 2025. A second note with a principal amount of $280,000 originally issued on February 5, 2024 now matures on May 5, 2026, instead of November 5, 2025.
The company states that, aside from the revised maturity dates, all other terms and conditions of both notes remain in effect. The amendments are attached as exhibits to the report for reference.
Brownie’s Marine Group (BWMG) filed its Q3 2025 report, showing lower sales but improved profitability. Total revenues were $2,071,164 for the quarter, down from $2,468,905 a year ago, while gross margin rose to 46.4%. The company generated operating income of $132,938 and net income of $191,666 in Q3.
For the first nine months, Total revenues were $6,119,257 versus $6,466,053 last year, with net income of $277,574 compared to a prior-year loss. The balance sheet lists cash of $479,543, total assets of $5,629,896, total liabilities of $3,725,863, and stockholders’ equity of $1,904,034. As of November 14, 2025, shares outstanding were 453,494,622.
The filing includes a going concern note citing historical losses and liquidity needs despite year-to-date profitability. Related party sales represented 8.4% of net revenues for the nine months ended September 30, 2025.
Brownie’s Marine Group (BWMG) updated CEO compensation. The Board approved a revised pay package for Chief Executive Officer Robert Carmichael, effective November 1, 2025. His annual base salary will be $246,000, and he will be eligible for an annual bonus of $98,400, representing 40% of base salary, tied to revenue, profitability and compliance metrics.
Equity incentives will be granted under the Company’s 2021 Equity Compensation Plan, including performance-based restricted stock units with a target value of $150,000 and cashless stock options with a target value of $350,000, with terms to be set by the Board in accordance with the Plan.