FORM 8.1(a) & (b)
(Opening Position Disclosure)
IRISH TAKEOVER PANEL
AUSTIN, TX, June 24, 2026 (GLOBE NEWSWIRE) — Forward Industries, Inc. (NASDAQ: FWDI)
1.
KEY INFORMATION
| (a) Full name of discloser: | Forward Industries, Inc. |
|
(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a):
The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named. |
N/A |
|
(c) Name of offeror/offeree in relation to whoserelevant securities this form relates:
Use a separate form for each offeror/offeree |
Forward Industries, Inc. |
| (d) Is the discloser the offeror or the offeree? | Offeror |
|
(e) Date position held:
The latest practicable date prior to the disclosure |
23 June 2026 |
|
(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respectof any other party to the offer?
If it is a cash offer or possible cash offer, state“N/A” |
No |
2.
INTERESTS AND SHORT POSITIONS
If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)
| Class of relevant security: (Note 2) Common Stock, par value $0.01 each | |||||
| Interests | Short positions | ||||
| Number | % | Number | % | ||
| (1) Relevant securities ownedand/or controlled: | 13,316,224 | 15.294 | % | Nil | Nil |
| (2) Cash-settled derivatives: | Nil | Nil | Nil | Nil | |
| (3) Stock-settled derivatives(including options) andagreements to purchase/sell: | Nil | Nil | Nil | Nil | |
| Total: | 13,316,224 | 15.294 | % | Nil | Nil |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3.
INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE
Details of any interests and short positions (including directors’
and other employee options) of any person acting in concert with
the party making the disclosure:
The directors of Forward Industries, Inc. detailed in the table below (together with their connected persons under Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules) have the following interests in Forward Industries, Inc.:
| Name | Class of Relevant Security | Number of shares of Common Stock held at midnight (ET) on 23 June 2026 | Percentage of issued share capital (excluding treasury shares and rounded) | Total number of shares of Common Stock underlying outstanding options, awards and other subscription rights | |
| Keith Johnson | Common Stock, par value $0.01 each | Nil | Nil | 162,147 | |
| Michael Pruitt | Common Stock, par value $0.01 each | 1,500 | 0.002 | % | 203,779 |
| Pyahm Samani | Common Stock, par value $0.01 each | 3,134,871 | 4.250 | % | 4,458,796 |
| Sangita Shah | Common Stock, par value $0.01 each | 61,113 | 0.083 | % | 211,390 |
| TOTAL | 3,197,484 | 4.335 | % | 5,036,112 | |
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
4.
OTHER INFORMATION
(a) Indemnity and other dealing arrangements
|
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: |
|
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” |
| None |
(b) Agreements, arrangements or understandings relating to options or derivatives
|
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
| None |
(c) Attachments
| Is a Supplemental Form 8 attached? | No |
| Date of disclosure: | 24 June 2026 |
| Contact name: | Georgia Quinn |
| Telephone number: | +1 512 256 9040 |
Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.1(a) and (b)
- See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.
- See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
-
If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
Contact: See Below
Media Contact
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Investor Relations
Elevate IR
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