[8-K] Brownie's Marine Group, Inc Reports Material Event

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 11/20/2025 - 05:11 PM Learn about SEC filing dates

FAQ

What did Brownies Marine Group (BWMG) announce in this 8-K?

Brownies Marine Group, Inc. announced that it executed third amendments to two existing promissory notes held by director Charles Hyatt, extending their maturity dates into 2026.

What are the amounts of the promissory notes BWMG extended?

The company extended a promissory note with a principal amount of $150,000 issued on November 7, 2023 and another with a principal amount of $280,000 issued on February 5, 2024.

What are the new maturity dates of Brownies Marine Groups notes?

The $150,000 note now matures on May 7, 2026, and the $280,000 note now matures on May 5, 2026, replacing earlier 2025 maturity dates.

Did the terms of the BWMG promissory notes change other than maturity?

No. The company states that, except for the new maturity dates, all other terms and conditions of the 2023 and 2024 notes remain in full force and effect.

Who is the lender on the extended Brownies Marine Group notes?

The lender on both promissory notes is Charles Hyatt, who is identified as a director of Brownies Marine Group, Inc.

Where can investors see the full text of the BWMG note amendments?

The full text of the Amendment No. 3 documents is filed as Exhibits 4.1 and 4.2 to the report and is incorporated by reference.

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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 20, 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, Florida		33314
(Address of principal executive offices)		(Zip Code)

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

Davis

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 1.01 Entry into a Material Definitive Agreement.

On November 20, 2025, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), and Charles Hyatt, a director of the Company (“Hyatt”), executed (a) a third amendment to a promissory note in the principal amount of $150,000, which was originally issued by the Company to Hyatt on November 7, 2023 (the “2023 Note”), to further extend the 2023 Note’s maturity date from November 7, 2025 to May 7, 2026, and (b) a third amendment to a promissory note in the principal amount of $280,000, which was originally issued by the Company to Hyatt on February 5, 2024 (the “2024 Note”), to further extend the 2024 Note’s maturity date from November 5, 2025 to May 5, 2026. Except as specifically amended by the amendments, the terms and conditions of the 2023 Note and 2024 Note remain in full force and effect.

The foregoing descriptions of the third amendments to the 2023 Note and 2024 Note are qualified in their entirety by reference to the full text of such documents, copies of which are filed hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Amendment No. 3 to Promissory Note, dated November 20, 2025, to promissory Note originally issued on November 7, 2023
4.2		Amendment No. 3 to Promissory Note, dated November 20, 2025, to promissory Note originally issued on February 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 20, 2025	By:	/s/ Robert Carmichael
		Robert Carmichael
		Chief Executive Officer