Forward Industries, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales There were no unregistered sales of the Company’s equity securities during the three months ended March 31, 2026, that were not previously disclosed in a Current Report on Form 8-K. Share Repurchases In November 2025, the Company’s Board of Directors authorized a share repurchase program permitting the Company to purchase up to $1 billion of its common stock through September 30, 2027. Repurchases may be made from time to time through open-market purchases, block trades, and/or privately negotiated transactions (including accelerated share repurchases), and may include Rule 10b5-1 trading plans. Any repurchase will be executed in compliance with Rule 10b-18 of the Exchange Act. The Company may determine the timing, amount and method of repurchases based on market conditions, share price, legal and regulatory requirements, and other considerations in its sole discretion. The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended or terminated at any time. During the three months ended March 31, 2026, the Company executed open market purchases of 3,050,000 shares at an average cost of $6.48 per share for an aggregate cost of $19,770,000, inclusive of fees, which was recorded as a component of treasury stock. During the six months ended March 31, 2026, the Company executed open market purchases of 4,591,000 shares at an average cost of $6.68 per share for an aggregate cost of $30,652,000, inclusive of fees, which was recorded as a component of treasury stock. In addition to the open market purchases described above, in March 2026, the Company entered into a privately negotiated transaction with an institutional investor and related party pursuant to which the Company repurchased 6,164,324 shares of its common stock at a price of $4.44 per share for an aggregate cost of $27,370,000. As of March 31, 2026, approximately $942.0 million remained available for future purchases under the share repurchase program. 37 Issuer Purchases of Equity Securities The following table summarizes our purchases of common stock in the three months ended March 31, 2026: Period Total number of shares purchased Weighted average price paid per share (1) Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs January 1, 2026 through January 31, 2026 1,790,235 $ 7.54 1,790,235 $ 975,612,749 February 1, 2026 through February 28, 2026 596,904 5.31 596,904 972,445,791 March 1, 2026 through March 31, 2026 6,827,516 4.46 6,827,516 941,977,913 Total 9,214,655 9,214,655 (1) The weighted average price paid per share includes broker commissions. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.