FWDI · Forward Industries, Inc. · Insider Trading

The shares of common stock reported herein were issued to the Reporting Person upon the satisfaction of a performance milestone under the Reporting Person's equity award grant.

Includes restricted stock units which were previously reported and remain subject to vesting.

The shares of common stock reported herein were issued to the Reporting Person upon the satisfaction of a performance milestone under the Reporting Person's equity award grant.

Includes restricted stock units which were previously reported and remain subject to vesting.

The shares of common stock reported herein were issued to the Reporting Person upon the satisfaction of a performance milestone under the Reporting Person's equity award grant.

Includes restricted stock units which were previously reported and remain subject to vesting.

The shares were purchased through the Reporting Person's IRA.

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 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.

Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon vesting.

The grant of restricted stock units and stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Compensation Committee of the Board of Directors. The restricted stock units and stock options were granted under the Issuer's 2021 Equity Incentive Plan.

The securities vest as follows: 25% on April 13, 2027, with the remaining 75% vesting in 12 equal quarterly installments thereafter, subject to continued service with the Issuer on each applicable vesting date.

The grant of restricted stock units and stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Compensation Committee of the Board of Directors. The restricted stock units and stock options were granted under the Issuer's 2021 Equity Incentive Plan.

One-half of the stock options have an exercise price per share of $9.18 and the remaining one-half of the stock options have an exercise price per share of $13.77.

Not applicable.

The securities vest as follows: 25% on April 13, 2027, with the remaining 75% vesting in 12 equal quarterly installments thereafter, subject to continued service with the Issuer on each applicable vesting date.

Not applicable.

The stock options shall vest in four equal quarterly installments (with the first vesting date on June 11, 2026), subject to continued service as a director on each applicable vesting date.

Not applicable.

The stock options shall vest in four equal quarterly installments (with the first vesting date on June 11, 2026), subject to continued service as a director on each applicable vesting date.

Not applicable.

The stock options shall vest in four equal quarterly installments (with the first vesting date on June 11, 2026), subject to continued service as a director on each applicable vesting date.

Not applicable.

The stock options vest as follows: 25% on June 8, 2026, with the remaining 75% vesting in three equal quarterly installments thereafter through March 8, 2027, subject to continued employment on each applicable vesting date.

Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon vesting.

The securities vest as follows: 25% on November 17, 2026, with the remaining 75% vesting in 12 equal quarterly installments thereafter through November 17, 2029, subject to continued service with the Issuer on each applicable vesting date.

One-half of the stock options have an exercise price per share of $9.66 and the remaining one-half of the stock options have an exercise price per share of $14.49.

Not applicable.

The securities vest as follows: 25% on November 17, 2026, with the remaining 75% vesting in 12 equal quarterly installments thereafter through November 17, 2029, subject to continued service with the Issuer on each applicable vesting date.

One-half of the stock options have an exercise price per share of $9.66 and the remaining one-half of the stock options have an exercise price per share of $14.49.

Not applicable.

The securities vest as follows: 25% on November 17, 2026, with the remaining 75% vesting in 12 equal quarterly installments thereafter through November 17, 2029, subject to continued service with the Issuer on each applicable vesting date.

Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon vesting.

The securities vest as follows: 25% on November 17, 2026, with the remaining 75% vesting in 12 equal quarterly installments thereafter through November 17, 2029, subject to continued service with the Issuer on each applicable vesting date.

The shares were purchased through the Reporting Person's IRA.

On September 6, 2025, the Issuer entered into a Securities Purchase Agreement with certain investors (the "PIPE Investors") in a private investment in public equity investment (the "PIPE"), pursuant to which the PIPE Investors agreed to purchase shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") for $18.50 per share.

MCMF LP (defined below) acquired 7,947,843 shares of Common Stock on September 10, 2025, for an aggregate purchase price of $114,040,000 (the "MCM Securities").

In addition to Multicoin Capital Management, LLC, a Texas limited liability company ("MCM LLC") this Form 4 is being filed jointly by Multicoin Capital Master Fund, LP, a Cayman Islands limited partnership ("MCMF LP"), Pyahm Samani, a citizen of the United States of America ("Mr. Samani"), and Tushar Jain, a citizen of the United States of America ("Mr. Jain") (collectively, the "Reporting Persons").

MCM LLC, as the investment adviser to MCMF LP, may be deemed to be the beneficial owner of the MCM Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Samani's and Mr. Jain's positions as ultimately controlling MCM LLC and MCMF LP, Mr. Samani and Mr. Jain may be deemed to be the beneficial owners of the MCM Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the MCM Securities, except to the extent of any pecuniary interest therein.

Pursuant to the Lead Investor Agreement (as defined below), Mr. Samani was appointed as a Multicoin designee to the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be deemed directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

On September 6, 2025, the Issuer entered into a Securities Purchase Agreement with certain investors (the "PIPE Investors") in a private investment in public equity investment (the "PIPE"), pursuant to which the PIPE Investors agreed to purchase shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") for $18.50 per share.

Mr. Samani acquired 1,351,352 shares of Common Stock on September 10, 2025, for an aggregate purchase price of $25,000,000 (the "Samani Securities"). Mr. Samani is the sole beneficial owner and has sole voting power of the Samani Securities. Each of Mr. Jain, MCM LLC, and MCMF LP do not have any pecuniary interest in, and disclaim any beneficial ownership of, the Samani Securities.

In addition to Multicoin Capital Management, LLC, a Texas limited liability company ("MCM LLC") this Form 4 is being filed jointly by Multicoin Capital Master Fund, LP, a Cayman Islands limited partnership ("MCMF LP"), Pyahm Samani, a citizen of the United States of America ("Mr. Samani"), and Tushar Jain, a citizen of the United States of America ("Mr. Jain") (collectively, the "Reporting Persons").

MCM LLC, as the investment adviser to MCMF LP, may be deemed to be the beneficial owner of the MCM Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Samani's and Mr. Jain's positions as ultimately controlling MCM LLC and MCMF LP, Mr. Samani and Mr. Jain may be deemed to be the beneficial owners of the MCM Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the MCM Securities, except to the extent of any pecuniary interest therein.

Pursuant to the Lead Investor Agreement (as defined below), Mr. Samani was appointed as a Multicoin designee to the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be deemed directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

In connection with the PIPE, MCMF LP entered into a Lead Investor Agreement (the "Lead Investor Agreement") with the Issuer and another investor in the PIPE, pursuant to which the Issuer agreed to issue MCMF LP an aggregate number of warrants to purchase 4,458,796 of shares of the Common Stock (the "Lead Investor Warrants") equal to 5% of the securities issued in the PIPE. Also, in connection with the PIPE, the Issuer and the PIPE Investors entered into a Registration Rights Agreement, dated September 6, 2025 (the "Registration Rights Agreement").

(Cont'd from 7) The Lead Investor Warrants carry an exercise price of one penny ($0.01) per share and shall be exercisable as follows: (1) one-third (1/3) of the Lead Investor Warrants shall be exercisable on and after the first date on which the closing trading price of the Issuer's Common Stock on its principal stock exchange is equal to or greater than 150% of the cash Per Share Purchase Price (as defined in the Securities Purchase Agreement) for 20 out of 30 trading days following the effectiveness of the resale registration statement filed pursuant to the Registration Rights Agreement (the "Resale Registration Statement"); (2) one-third (1/3) of the Lead Investor Warrants shall be exercisable on and after the first date on which the closing trading price of the Issuer's Common Stock on its principal stock exchange is equal to or greater than 200% of the cash Per Share Purchase Price for 20 out of 30 trading days following the effectiveness of the Resale Registration Statement;

(Cont'd from 8) and (3) one-third (1/3) of the Lead Investor Warrants shall be exercisable on and after the first date on which the closing trading price of the Issuer's Common Stock on its principal stock exchange is equal to or greater than 250% of the cash Per Share Purchase Price for 20 out of 30 trading days following the effectiveness of the Resale Registration Statement. The Lead Investor Warrants include an exercise limitation that prohibits the holder from exercising the Lead Investor Warrants in an amount in excess of the specified ownership threshold of 9.99% of the issued and outstanding shares of Common Stock (the "Blocker").

As a result of the Blocker, as of the date hereof, any attempted exercise of the Lead Investor Warrants beneficially owned by Reporting Persons will not be effected by the Company. Upon 61 days' prior notice to the Issuer, each holder of Lead Investors Warrant may increase or decrease the Blocker, provided that the Blocker in no event exceeds 19.99% of the issued and outstanding shares of Common Stock.

The Lead Investor Warrants do not expire.

In addition to Multicoin Capital Management, LLC, a Texas limited liability company ("MCM LLC") this Form 4 is being filed jointly by Multicoin Capital Master Fund, LP, a Cayman Islands limited partnership ("MCMF LP"), Pyahm Samani, a citizen of the United States of America ("Mr. Samani"), and Tushar Jain, a citizen of the United States of America ("Mr. Jain") (collectively, the "Reporting Persons").

MCM LLC, as the investment adviser to MCMF LP, may be deemed to be the beneficial owner of the MCM Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Samani's and Mr. Jain's positions as ultimately controlling MCM LLC and MCMF LP, Mr. Samani and Mr. Jain may be deemed to be the beneficial owners of the MCM Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the MCM Securities, except to the extent of any pecuniary interest therein.

Pursuant to the Lead Investor Agreement (as defined below), Mr. Samani was appointed as a Multicoin designee to the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be deemed directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

The grant of the Issuer's restricted common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The shares are fully vested and granted under the Issuer's 2021 Equity Incentive Plan.

Not applicable.

The grant of the Issuer's stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options are fully vested and granted under the Issuer's 2021 Equity Incentive Plan.

Not applicable.

The grant of the Issuer's stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options are fully vested and granted under the Issuer's 2021 Equity Incentive Plan.

Not applicable.

The grant of the Issuer's stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options are fully vested and granted under the Issuer's 2021 Equity Incentive Plan.

Not applicable.

The stock options shall vest on June 1, 2026, subject to continued service as a director on the vesting date.

Not applicable.

The stock options shall vest on June 1, 2026, subject to continued service as a director on the vesting date.

Not applicable.

The stock options shall vest on June 1, 2026, subject to continued service as a director on the vesting date.

On March 18, 2026, Multicoin Capital Master Fund, LP, a Cayman Islands limited partnership ("MCMF LP") entered into a Securities Repurchase Agreement (the "Repurchase Agreement") with the Issuer, pursuant to which the Issuer repurchased 6,164,324 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") from MCMF LP (the "Repurchased Shares") for an aggregate purchase price of $27,369,598.56.

As a result of the Repurchase Agreement, the Reporting Persons (as defined below) may be deemed to be the beneficial owners of 1,783,519 shares of Common Stock (the "MCM Securities").

In addition to Multicoin Capital Management, LLC, a Texas limited liability company ("MCM LLC") this Form 4 is being filed jointly by MCMF LP and Tushar Jain, a citizen of the United States of America ("Mr. Jain") (collectively, the "Reporting Persons").

MCM LLC, as the investment adviser to MCMF LP, may be deemed to be the beneficial owner of the MCM Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Jain's position as ultimately controlling MCM LLC and MCMF LP, Mr. Jain may be deemed to be the beneficial owner of the MCM Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the MCM Securties, except to the extent of any pecuniary interest therein.

Not applicable.

The stock options shall vest on February 1, 2026, subject to continued service as a director on the vesting date.

Not applicable.

The stock options shall vest on October 1, 2025, subject to continued service as a director on the vesting date.

Not applicable.

The stock options shall vest on October 1, 2025, subject to continued service as a director on the vesting date.

The shares of Series A-1 Convertible Preferred Stock (the "PS") are convertible into shares of common stock at $7.50 per share or 226,667 shares (product of stated value of $1,000 and 1,700 shares). The shares of PS have a 19.9% conversion blocker. The PS is perpetual and therefore has no expiration date. The reporting person acquired the shares of PS in consideration for $1.7 million of forgiven payables due to Forward Industries (Asia-Pacific) Corporation.

The shares of PS and the underlying shares of common stock are indirectly owned by the reporting person through Forward Industries (Asia-Pacific) Corporation.

Not applicable.

The stock options vest on October 1, 2024, subject to continued service as a director on the vesting date.

Not applicable.

The stock options vest on October 1, 2024, subject to continued service as a director on the vesting date.

Not applicable.

The stock options vest on October 1, 2024, subject to continued service as a director on the vesting date.

Not applicable.

The stock options vest six months from the Transaction Date, subject to continued service as a director on the vesting date.

Not applicable.

The stock options vest six months from the Transaction Date, subject to continued service as a director on the vesting date.

Not applicable.

The stock options vest six months from the Transaction Date, subject to continued service as a director on the vesting date.

The shares are held by Odyssean Enterprises Ltd., an entity the Reporting Person controls with her husband.

The shares are held by Odyssean Enterprises Ltd., an entity the Reporting Person controls with her husband.

The shares are held by Odyssean Enterprises Ltd., an entity the Reporting Person controls with her husband.

Not applicable.

Fully vested.

Not applicable.

The stock options vest one year from the Transaction Date, subject to continued service as a director on the vesting date.

Not applicable.

Fully vested.

Not applicable.

The stock options vest one year from the Transaction Date, subject to continued service as a director on the vesting date.

Not applicable.

The stock options vest one year from the Transaction Date, subject to continued service as a director on the vesting date.