Forward Industries, Inc (“Forward”) – Rule 2.12 Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FOR THE PURPOSES OF RULE 2.12 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”)
AUSTIN, TX, July 01, 2026 (GLOBE NEWSWIRE) — In accordance with Rule 2.12 of the Irish Takeover Rules, Forward confirms that as of July 1, 2026, its outstanding shares consisted of 73,846,883 shares of common stock, par value $0.01 per share (the “Common Shares”), which is comprised of 87,163,107 shares issued less 13,316,224 shares repurchased and held in treasury. The Common Shares are admitted to trading on the NASDAQ Stock Market under the ticker symbol FWDI. The International Securities Identification Number for these securities is US3499321038.
Forward confirms that as of July 1, 2026 there were outstanding options to purchase up to 1,811,666 Common Shares and outstanding restricted stock units and performance stock units conferring on their holders vested or unvested rights to convert into, or to receive, up to an aggregate of 2,107,732 Shares. Forward Industries confirms that as of July 1, 2026, there were outstanding warrants to subscribe for an aggregate of 25,759,600 Common Shares.
Media Contact
comms@forwardindustries.com
Investor Relations
Elevate IR
ir@forwardindustries.com
Responsibility Statement
The directors of Forward accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Disclosure Requirements of the Irish Takeover Rules
Under Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of the offeree company or any securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash), all ‘dealings’ in any ‘relevant securities’ of the offeree company or any securities exchange offeror (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (New York time) on the ‘business day’ following the date of the relevant transaction. This requirement will continue until the ‘offer period’ ends. If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of the offeree company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.
If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of the offeree company or the securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash), they will be deemed to be a single person for the purpose of Rule 8.3(b) of the Irish Takeover Rules. In general, interests in securities arise when a person has long economic exposure, whether conditional or absolute, to changes in the price of the securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ‘dealing’ under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel at telephone number +353 1 678 9020.
