Brownie’s Marine Group (BWMG) pays directors with common stock awards

Rhea-AI Filing Summary

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.

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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) November 24, 2025

BROWNIE’S MARINE GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida		333-99393		90-0226181
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

4061 SW 47th Avenue, Davie, Florida		33314
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (954) 462-5570

N/A

(Former name or former address, if changed since last report)

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
None		N/A		N/A

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

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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.

On November 24, 2025, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), issued 24,722,222 shares of its common stock, par value $0.0001 per share (“Common Stock”), to Robert Carmichael, the Company’s chief executive officer and a director, and 23,400,000 shares of Common Stock to Charles Hyatt, a director, in lieu of a cash payment of $133,500 and $117,000, respectively, as accrued compensation for their service on the board of directors of the Company.

Such shares are exempt from registration under the Securities Act of 1933, as amended, in reliance upon an exemption from registration provided by Section 4(a)(2) thereof.

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

Reference is made to the disclosure set forth under Item 3.02 above with respect to Mr. Carmichael, which disclosure is incorporated herein by reference.

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.

	BROWNIE’S MARINE GROUP, INC.
Date: December 1, 2025	By:	/s/ Robert Carmichael
		Robert Carmichael
		Chief Executive Officer

FAQ

What did Brownie’s Marine Group (BWMG) disclose in this 8-K filing?

Brownie’s Marine Group disclosed that it issued shares of its common stock to its chief executive officer and a director as payment for accrued board compensation, treating the transaction as an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act of 1933.

How many Brownie’s Marine Group (BWMG) shares were issued to the CEO?

The company issued 24,722,222 shares of common stock to Robert Carmichael, its chief executive officer and a director, in lieu of a cash payment of $133,500 for accrued compensation for board service.

How many Brownie’s Marine Group (BWMG) shares were issued to director Charles Hyatt?

Brownie’s Marine Group issued 23,400,000 shares of common stock to director Charles Hyatt instead of paying $117,000 in cash for his accrued compensation for serving on the board.

Why were the Brownie’s Marine Group (BWMG) share issuances unregistered?

The company stated that the shares issued to Robert Carmichael and Charles Hyatt were exempt from registration under the Securities Act of 1933, relying on the private-offering exemption provided by Section 4(a)(2).

Does this Brownie’s Marine Group (BWMG) filing involve changes in directors or officers?

The filing references the stock issuance to Robert Carmichael, who is the chief executive officer and a director, under the section covering director and officer arrangements, but it does not describe any departures or new appointments.

What type of SEC filing did Brownie’s Marine Group (BWMG) submit for this transaction?

The company submitted a Form 8-K current report to describe the unregistered sales of equity securities made on November 24, 2025 to its chief executive officer and a director.