Forward Industries, Inc.

For the period ended Mar 3, 2026. Filed Jan 26, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 3, 2026 · Filed Jan 26, 2026

FWDI$5.700.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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Forward Industries, Inc.

700 Veterans Memorial Highway, Suite 100

Hauppauge, New York 11788

_________________________

To The Shareholders of Forward Industries, Inc.:

We are pleased to invite you to attend the 2026 Annual Meeting of the Shareholders (the “Annual Meeting”) of Forward Industries, Inc. (“Forward”) which will be held virtually at 10:00 a.m. Central Standard Time on March 3, 2026. At the Annual Meeting, our shareholders will be asked to vote on the following proposals:

1.	To elect five members to the Board of Directors of Forward.
2.	To ratify the appointment of CBIZ CPAs P.C., as Forward’s independent registered public accounting firm for fiscal year ending on September 30, 2026.
3.	To approve an amendment to increase the shares available for issuance under Forward’s 2021 Equity Incentive Plan to 8,724,667 shares of common stock.
4.	To approve, on an advisory basis, the compensation paid to Forward’s named executive officers.
5.	To approve, on an advisory basis, the frequency of the advisory vote on executive compensation.
6.	To consider and approve a proposal to change Forward’s state of incorporation from New York to Texas by means of a merger of Forward with and into a wholly-owned Texas subsidiary (the “Reincorporation”), pursuant to the Agreement and Plan of Merger attached as Annex A to this Proxy Statement.
7.	For the transaction of such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record as of the close of business on January 22, 2026 are entitled to vote at the Annual Meeting and any postponement or adjournment thereof. Please see pages 1-6 for additional information regarding accessing the Annual Meeting and how to vote your shares. You do not need to attend the meeting to vote your shares.

You may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/FWD2026. There is no physical location for the Annual Meeting.

Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to attend the virtual Annual Meeting. You can vote on the Internet, by telephone, by using the enclosed proxy card, or during the virtual Annual Meeting. If you vote prior to the meeting, you may still attend and change your vote during the meeting if you wish.

By the Order of the Board of Directors
/s/	Michael Pruitt
	Michael Pruitt
	Interim Chief Executive Officer

Dated: January 26, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on March 3, 2026: This Proxy Statement and Form 10-K are available at: https://www.proxyvote.com

If You Plan to Attend

Registration will begin at 9:00 a.m. Central Standard Time. Shares can be voted at the virtual meeting only if the holder is present in person virtually or by valid proxy.

For admission to the virtual meeting, each shareholder will need to access the meeting using their control number found on their proxy card or voting instruction form. The control number will serve as verification of stock ownership as of the record date.

Whether or not you plan on attending the virtual meeting, please vote your shares via the Internet, by phone or by signing and dating the enclosed proxy and returning it in the postage-paid envelope provided. Your vote is very important.

REVIEW THE PROXY STATEMENT AND VOTE IN FOUR WAYS:

VIA THE INTERNET IN ADVANCE Visit www.proxyvote.com.	BY MAIL Sign, date, and return the enclosed proxy card or voting instruction form.
BY TELEPHONE Call the telephone number on your proxy card or voting instruction form.	AT THE MEETING Attend the Annual Meeting virtually. See page 1 for additional details on how to attend.

Whether or not you expect to attend the virtual meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

TABLE OF CONTENTS

Questions and Answers Regarding the Annual Meeting of Shareholders	1
PROPOSAL 1. ELECTION OF DIRECTORS	7
DIRECTORS AND EXECUTIVE OFFICERS	8
Corporate Governance	10
Committees Of The Board Of Directors	11
Compensation Of Directors	16
Executive Compensation	17
Summary Compensation Table	17
Named Executive Officer Employment Compensation Arrangements/Agreements	18
Outstanding Equity Awards At Fiscal Year-End 2025	19
PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026	24
PROPOSAL 3. Approval of the Amendment to the Forward Industries, Inc. 2021 Equity Incentive Plan	27
PROPOSAL 4. ADVISORY VOTE ON EXECUTIVE COMPENSATION	33
PROPOSAL 5. ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION	34
PROPOSAL 6. REINCORPORATION	36
PROPOSAL 7. ADJOURNMENT	53
OWNERSHIP OF OUR STOCK	54
OTHER MATTERS	56

Forward Industries, Inc.

700 Veterans Memorial Highway, Suite 100

Hauppauge, New York 11788

(631) 547-3041

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.