[8-K] Forward Industries, Inc. Reports Material Event

Rhea-AI Filing Summary

Forward Industries announced a stock repurchase program authorizing buybacks of up to $1 billion of its common stock, to be conducted “from time to time” and expiring on September 30, 2027. Repurchases may occur via open market purchases, block trades, privately negotiated transactions (including accelerated share repurchase transactions), related derivative transactions, or under a Rule 10b5-1 trading plan. The program’s size and pace will be determined by management based on market conditions, regulatory requirements, and other corporate considerations, and it may be suspended or discontinued at any time.

The company also filed a resale prospectus supplement under its effective Form S-3 to register for resale certain shares previously issued or issuable under a September 2025 private placement.

Insights

Capital markets analyst

$1B buyback authorized through 2027; resale supplement filed.

Forward Industries authorized repurchases of up to $1,000,000,000, with an authorization window through September 30, 2027. The company lists multiple execution methods, including open market purchases, block trades, accelerated share repurchases, derivatives, and Rule 10b5-1 plans, giving operational flexibility.

The authorization does not obligate purchases; management will determine amounts and timing based on market conditions, regulatory requirements, and corporate considerations. Actual cash outflows, if any, would occur when shares are repurchased.

The company also filed a resale prospectus supplement tied to its effective S-3 covering certain shares from a September 2025 private placement. Any sales under that supplement would be at the discretion of the selling holders.

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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 3, 2025

Forward Industries, Inc.

(Exact name of registrant as specified in its charter)

New York		001-34780		13-1950672
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

700 Veterans Memorial Hwy. Suite 100

Hauppauge, New York 11788

(Address of Principal Executive Office) (Zip Code)

(631) 547-3055

(Registrant’s telephone number, including area code)

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
Common Stock, par value $0.01 per share	FORD	The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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 8.01 Other Events.

Share Repurchase Program

On November 3, 2025, the Board of Directors of Forward Industries, Inc. (the “Company”) authorized a stock repurchase program, pursuant to which the Company may repurchase up to $1 billion of the Company’s outstanding shares of common stock, exclusive of any fees, commissions and other expenses related to such repurchases, from time to time. The authorization will expire on September 30, 2027. Shares may be repurchased under the program through open market purchases, block trades and/or privately negotiated transactions (including accelerated share repurchase transactions), related derivative transactions or pursuant to a Rule 10b5-1 trading plan.

The extent to which the Company repurchases shares of its common stock, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management. The stock repurchase program may be suspended or discontinued at any time.

Resale Prospectus Supplement

On November 3, 2025, the Company filed with the U.S. Securities and Exchange Commission a resale prospectus supplement (the “Resale Prospectus Supplement”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, relating to the Company’s effective Registration Statement on Form S-3 (File No. 333-290312). The Resale Prospectus Supplement registers for resale certain shares of common stock previously issued in, or issuable under, the Company’s September 2025 private placement.

The legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the legality of the shares is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A., dated November 3, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

	FORWARD INDUSTRIES, INC.
Date: November 4, 2025	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

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FAQ

What did Forward Industries (FORD) announce in its 8-K?

The company authorized a stock repurchase program of up to $1 billion, expiring on September 30, 2027, and filed a resale prospectus supplement.

How long will FORD’s buyback authorization last?

The authorization expires on September 30, 2027.

What methods can Forward Industries use to repurchase shares?

Open market purchases, block trades, privately negotiated transactions, accelerated share repurchases, related derivatives, and Rule 10b5-1 trading plans.

Is Forward Industries required to repurchase the full $1 billion?

No. Repurchases may occur “from time to time” and depend on market conditions, regulatory requirements, and other corporate considerations.

What does the resale prospectus supplement cover for FORD?

It registers for resale certain common shares previously issued or issuable under a September 2025 private placement under the company’s effective Form S-3.

Can the buyback program be changed or stopped?

Yes. The company states the program may be suspended or discontinued at any time.