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  4. [Form 4] Forward Industries, Inc. Insider Trading Activity

Forward Industries (NASDAQ: FWDI) director reports non-cash fund distribution of shares and warrants

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Forward Industries, Inc. director Samani Pyahm reported an internal restructuring of holdings related to a fund distribution, not an open-market trade. An LLC associated with Pyahm received 1,783,519 shares of Common Stock, bringing its indirect Common Stock position to 3,134,871 shares after the transaction.

The same LLC also holds Common Stock Purchase Warrants for 4,458,796 underlying shares. According to the disclosure, these securities were distributed from a pooled investment vehicle managed by Multicoin Capital Management, and no shares were sold and no cash consideration was paid or received in connection with the distribution.

The warrants become exercisable in three one-third tranches when the issuer’s Common Stock trades at specified premiums to a cash Per Share Purchase Price for 20 out of 30 trading days, are subject to a 9.99% ownership limitation, and do not expire.

Positive

  • None.

Negative

  • None.

Insights

Filing shows a non-cash restructuring of a director’s indirect stake, not open-market trading.

The disclosure indicates that an LLC associated with director Samani Pyahm now indirectly holds 3,134,871 shares of Common Stock and warrants for 4,458,796 underlying shares. The transaction code is J, classified as “other acquisition or disposition,” and the footnote explains it arose from a distribution by a pooled investment fund.

No shares were sold and no cash consideration changed hands, so this looks like an internal reallocation of ownership rather than a market signal about valuation. The warrants are notable because they become exercisable only after the stock meets price hurdles and include a 9.99% ownership cap, which limits how much of the company can be acquired through exercise at any one time.

Insider Samani Pyahm
Role null
Type Security Shares Price Value
Other Common Stock 1,783,519 $4.43 $7.90M
Other Common Stock Purchase Warrant 4,458,796 $3.9084 $17.43M
Holdings After Transaction: Common Stock — 3,134,871 shares (Indirect, By LLC); Common Stock Purchase Warrant — 4,458,796 shares (Indirect, By LLC)
Footnotes (1)
  1. The securities reported in this Form 4 were acquired by the Reporting Person pursuant to a distribution by a pooled investment vehicle (the "Investment Fund") managed by Multicoin Capital Management, LLC ("MCC"). The Reporting Person previously served as a manager of MCC and the Investment Fund was a significant shareholder of the Issuer. No shares were sold, and no cash consideration was paid or received by the Reporting Person in connection with the distribution. The warrants shall be exercisable as follows: (i) one-third on and after the first date on which the closing trading price of the Issuer's Common Stock is equal to or greater than 150% of the cash Per Share Purchase Price (as defined in the Securities Purchase Agreement dated September 6, 2025) for 20 out of 30 trading days; (ii) one-third on and after the first date on which such closing trading price is equal to or greater than 200% of the cash Per Share Purchase Price for 20 out of 30 trading days; and (iii) one-third on and after the first date on which such closing trading price is equal to or greater than 250% of the cash Per Share Purchase Price for 20 out of 30 trading days. The warrants include an exercise limitation that prohibits the holder from exercising them in an amount that would result in ownership exceeding 9.99% of the issued and outstanding shares of Common Stock. The warrants do not expire.
Common Stock received 1,783,519 shares Other transaction on 2026-05-05 by LLC associated with director
Common Stock held after transaction 3,134,871 shares Indirect holdings of Common Stock following the reported transaction
Warrants held 4,458,796 warrants Common Stock Purchase Warrants held indirectly by LLC
Warrant exercise price $0.0100 per share Stated conversion or exercise price for Common Stock Purchase Warrants
Restructuring shares 6,242,315 shares Total shares involved in restructuring-type transactions in summary
Ownership cap 9.99% of shares outstanding Maximum ownership allowed through warrant exercise
Common Stock Purchase Warrant financial
"Common Stock Purchase Warrant, transaction code J, underlying security title Common Stock"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
pooled investment vehicle financial
"The securities reported ... were acquired ... pursuant to a distribution by a pooled investment vehicle"
exercise limitation financial
"The warrants include an exercise limitation that prohibits the holder from exercising them in an amount that would result in ownership exceeding 9.99%"
issued and outstanding shares financial
"ownership exceeding 9.99% of the issued and outstanding shares of Common Stock"
Securities Purchase Agreement financial
"cash Per Share Purchase Price (as defined in the Securities Purchase Agreement dated September 6, 2025)"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Samani Pyahm
(Last)(First)(Middle)
111 CONGRESS AVENUE
SUITE 500
(Street)
AUSTIN TEXAS 78701
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Forward Industries, Inc. [ FWDI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/05/2026J(1)1,783,519A$4.433,134,871IBy LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock Purchase Warrant$0.0104/30/2026J(1)4,458,796 (2) (3)Common Stock4,458,796$3.90844,458,796IBy LLC
Explanation of Responses:
1. The securities reported in this Form 4 were acquired by the Reporting Person pursuant to a distribution by a pooled investment vehicle (the "Investment Fund") managed by Multicoin Capital Management, LLC ("MCC"). The Reporting Person previously served as a manager of MCC and the Investment Fund was a significant shareholder of the Issuer. No shares were sold, and no cash consideration was paid or received by the Reporting Person in connection with the distribution.
2. The warrants shall be exercisable as follows: (i) one-third on and after the first date on which the closing trading price of the Issuer's Common Stock is equal to or greater than 150% of the cash Per Share Purchase Price (as defined in the Securities Purchase Agreement dated September 6, 2025) for 20 out of 30 trading days; (ii) one-third on and after the first date on which such closing trading price is equal to or greater than 200% of the cash Per Share Purchase Price for 20 out of 30 trading days; and (iii) one-third on and after the first date on which such closing trading price is equal to or greater than 250% of the cash Per Share Purchase Price for 20 out of 30 trading days. The warrants include an exercise limitation that prohibits the holder from exercising them in an amount that would result in ownership exceeding 9.99% of the issued and outstanding shares of Common Stock.
3. The warrants do not expire.
/s/ Pyahm Samani05/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Forward Industries (FWDI) report for Samani Pyahm?

Forward Industries reported that an LLC associated with director Samani Pyahm received 1,783,519 Common Stock shares and warrants for 4,458,796 underlying shares through a fund distribution, with no shares sold or cash consideration exchanged.

Was the Forward Industries Form 4 for Samani Pyahm a stock sale or purchase?

The Form 4 does not report an open-market stock sale or purchase. It shows an “other” transaction where securities were distributed from a pooled investment vehicle to an LLC associated with the director, with no cash paid or received.

How many Forward Industries shares does the LLC associated with Samani Pyahm hold after the transaction?

After the transaction, the LLC associated with Samani Pyahm indirectly holds 3,134,871 shares of Forward Industries Common Stock. This reflects the receipt of 1,783,519 shares via distribution from the investment fund, as disclosed in the Form 4.

What warrants tied to Forward Industries stock are held in this Form 4 filing?

The filing shows Common Stock Purchase Warrants for 4,458,796 underlying Forward Industries shares, held indirectly by an LLC. These warrants have a stated $0.01 exercise price and become exercisable in stages if stock price thresholds are met.

Do the Forward Industries warrants reported for Samani Pyahm have an expiration date?

According to the disclosure, the warrants reported for the LLC associated with Samani Pyahm do not expire. They include a 9.99% exercise limitation and become exercisable in thirds once specific stock price conditions are satisfied for defined trading-day periods.

What is the ownership limitation on the Forward Industries warrants in this Form 4?

The warrants include an exercise limitation that prevents the holder from exercising them to a level where ownership would exceed 9.99% of the issued and outstanding Common Stock, providing a cap on potential ownership through warrant exercise.