BWMG 8-K
Brownie's Marine Group, Inc (BWMG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 28, 2025, the board of directors (the “Board”) of Brownie’s Marine Group, Inc. (the “Company”) approved a revised compensation structure for Robert Carmichael, the Company’s Chief Executive Officer. Effective November 1, 2025, Mr. Carmichel’s annual base salary will be $246,000. Mr. Carmichael will be eligible for an annual bonus of $98,400 (representing 40% of his base salary) subject to revenue, profitability and compliance metrics. In addition, Mr. Carmichael will be eligible to receive awards under the Company’s 2021 Equity Compensation Plan of performance-based restricted stock units with a target value of $150,000, and cashless stock options with a target value of $350,000, with terms to be set by the Board in accordance with the terms of such Plan.
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 3, 2025 | By: | /s/ Robert Carmichael |
| Robert Carmichael, Chief Executive Officer | ||