Transaction Expected to Increase SOL-per-Share and Return Over 6 Million Shares of Common Stock to its Treasury Using Low-Cost Financing from Galaxy Digital LLC
Cost Optimization Initiatives Expected to Enhance Operating Leverage
AUSTIN, TX, March 19, 2026 (GLOBE NEWSWIRE) -- Forward Industries, Inc. (NASDAQ:FWDI) (the "Company" or "Forward"), the leading Solana treasury company, today announced that it has entered into an agreement to repurchase 6,164,324 shares of its common stock from an institutional investor in a privately negotiated transaction. The total purchase cost is $27.4 million.
The transaction will reduce Forward's common shares outstanding from 83,142,133 to 76,977,809. As of December 31st, 2025, Forward held 6,962,501 SOL and had 111,591,332 fully diluted shares outstanding resulting in a SOL-per-share of approximately 0.0624. As of March 18th, 2026 and following this transaction, Forward holds 7,013,536 SOL and has 105,894,207 fully diluted shares outstanding, resulting in a SOL-per-share of 0.0662 and an annualized increase of approximately 29%, as depicted in the attached capitalization table.
To finance the transaction, Forward has entered into a Master Digital Currency Loan Agreement with Galaxy Digital LLC. ("Galaxy"), under which the Company has borrowed $40 million at a weighted average annual interest rate of approximately 3.4% APR with an average weighted maturity of approximately 4.9 months. The facility is secured by fwdSOL held in the Company's treasury. Importantly, Forward will continue to earn staking rewards on the underlying SOL, enabling the Company to maintain yield generation while accessing low-cost capital. Forward expects to use the proceeds to finance the share repurchase and support the Company's digital asset treasury strategy.
"This transaction represents a highly efficient use of capital that immediately increases SOL-per-share by reducing Forward's share count," said Ryan Navi, Chief Investment Officer of Forward Industries. "By repurchasing shares at a discount to both our net asset value and current market price, and by securing attractively priced financing that allows us to maintain staking rewards on our collateral, we are able to return a meaningful block of shares to our treasury while continuing to compound our digital asset holdings. We believe this structure reinforces our disciplined approach to capital allocation and our commitment to maximizing long-term value for Forward shareholders."
Forward also announced that it expects certain operating expenses to decline significantly over the coming quarters, as depicted in the table below. The Company currently forecasts that SG&A expenses (excluding stock-based compensation and design segment SG&A) will decrease by approximately 45% from $6.5 million in fiscal Q1 to an estimated $3.6 million by fiscal Q3. This reflects a broader cost reduction plan that includes reductions in fees under the Company's services agreement with Galaxy Digital LP, lower outside legal expenses, reduced marketing expenditures, reduced third-party vendor costs, and other operational efficiencies.
Kyle Samani, Chairman of Forward Industries, added, "We are executing on a series of operational initiatives designed to reduce our cost structure and improve operating leverage. We expect these efforts to drive a material decline in SG&A over the coming quarters, excluding stock-based compensation and design segment SG&A. Combined with this share repurchase, which allows us to increase SOL-per-share while continuing to earn staking rewards on our collateral, we are building a more efficient platform that compounds value for shareholders over time."
About Forward Industries, Inc.
Forward Industries, Inc. (NASDAQ:FWDI) is a Solana focused digital asset treasury company, with the strategy to buy, hold, stake, trade, invest in, and grow SOL and SOL related digital assets, protocols and businesses. Our mission is to expand and strengthen the Solana ecosystem by acquiring and staking SOL and engaging with, providing tools to and investing in the Solana network, Solana developers and Solana related projects in order to increase shareholder value. In connection with a private placement transaction in September 2025, we launched our digital asset treasury strategy supported by industry leading investors and operating partners including Galaxy Digital and Jump Crypto. For more information on the Company's Solana treasury strategy, visit forwardindustries.com.
Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by the use of words such as "anticipate," "intend", "potential", "seek", "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. These forward-looking statements address various matters including statements relating to anticipated benefits of the share repurchase transaction, expected increase in SOL-per-share, terms and use of proceeds of the Galaxy financing, and projected reductions in operating expenses and SG&A, the Company's plan for value creation and strategic advantages, market size and growth opportunities. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, failure to realize the anticipated benefits of the proposed digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company's operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies; the risk that the price of the Company's common stock may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries and markets in which the Company does and will operate (including the applicable digital assets market); risks relating failure to realize anticipated benefits of the share repurchase transaction, ability to achieve projected costs reductions, counterparty risks associated with financing arrangements, to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of digital assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in the Company's filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements.
Contacts
Media Contact
Carissa Felger / Sam Cohen
Gasthalter & Co.
(212) 257-4170
[email protected]
Investor Relations Contact
Sean Mansouri, CFA / Aaron D'Souza
Elevate IR
(720) 330-2829
[email protected]
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