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- Related Party (new) — Board appointment creates governance concern when the new director's employer has received $5.4M in fees across multiple agreements including crypto lending, derivatives, and share repurchases.
Forward Industries appoints Galaxy Digital exec to Board amid $5.4M in related-party fees
Filed July 20, 2026 · Period ending July 14, 2026 · ~1 min read
Key Changes
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Appointed Galaxy Digital's Chief Strategy Officer to Board while disclosing $5.4M in fees paid to Galaxy affiliates: $3.7M for SOL option exercises, $1.3M in option premiums, $373K in crypto loan interest, and $90K in share repurchase fees.
Item 5.02 verify on EDGAR → -
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New director has indirect material interest in Galaxy transactions but receives no Board compensation and his Galaxy pay is not tied to these agreements' performance.
Item 5.02 verify on EDGAR → -
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Company exercised options for approximately 46,000 SOL tokens under September 2025 OTC derivative contracts with Galaxy Trading Mercury LLC requiring collateral pledges.
Item 5.02 verify on EDGAR → -
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Galaxy Securities LLC acting as agent for share repurchase program covering up to 4 million shares at $0.0125 per share fee plus costs under March 2026 agreement.
Item 5.02 verify on EDGAR →
Summary
Forward Industries appointed Michael Ashe, Galaxy Digital's Chief Strategy Officer, to its Board effective July 14, 2026, while simultaneously disclosing $5.4 million in fees paid to Galaxy affiliates across four separate agreements. The largest payments were $3.7 million to exercise options for approximately 46,000 SOL tokens and $1.3 million in option premiums under September 2025 OTC derivative contracts with Galaxy Trading Mercury. The company also paid $373,000 in interest on a digital currency loan facility and $90,000 in share repurchase agent fees to Galaxy entities.
The appointment raises governance concerns about Board independence when a director's employer is simultaneously the company's crypto lender, derivatives counterparty, and share repurchase agent. While the filing states Ashe's Galaxy compensation is not tied to these agreements' performance and he will serve without Board compensation, the scale of the related-party relationships—spanning lending, trading, and capital markets services—creates potential conflicts in Board oversight of these arrangements. Shareholders should monitor whether the Board establishes appropriate controls around related-party transactions and whether Ashe recuses himself from decisions involving Galaxy entities.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 14, 2026, Forward Industries, Inc. (the “Company”) appointed Michael Ashe to serve as a member of the Company’s Board of Directors, effective immediately.
Mr. Ashe currently serves as the Chief Strategy Officer of Galaxy Digital Inc. (NASDAQ: GLXY) (“Galaxy”).
Forward Industries appointed Michael Ashe, Galaxy Digital's Chief Strategy Officer, to its Board effective July 14, 2026. Galaxy Digital and its affiliates have multiple existing agreements with Forward Industries, creating potential conflicts of interest. The filing states Ashe will receive no compensation for Board service and has not been appointed to any Board committee.
Added in current filing · verify on EDGAR →
Master Digital Currency Loan Agreement dated February 27, 2026 with Galaxy Digital LLC (“Lender”) pursuant to which Lender may from time to time lend Digital Currency or USD to the Company on an open or term basis in exchange for a borrow fee. As of July 14, 2026, the Company has paid approximately $373,000 in interest fees to the Lender under this agreement.
Forward Industries disclosed it has paid approximately $373,000 in interest fees to Galaxy Digital LLC under a February 2026 digital currency loan agreement. The agreement allows Galaxy to lend cryptocurrency or USD to the company on flexible terms.
Added in current filing · verify on EDGAR →
Written SOL Option Contracts dated September 9, 2025, pursuant to which a bilateral framework establishing credit support obligations to pledge and transfer eligible collateral to secure credit exposures under outstanding over-the-counter derivative transactions, between Galaxy Trading Mercury LLC and a wholly-owned subsidiary of the Company, in exchange for the mutual covenants, payments, deliveries, and credit support transfers specified under the Master Agreement, Schedule, and Credit Support Annex. As of July 14, 2026, on a net basis, the Company has paid approximately $1,300,000 to Galaxy Trading Mercury LLC in premium fees and paid approximately $3,700,000 to exercise options for approximately 46,000 SOL.
Forward Industries disclosed it has paid approximately $1,300,000 in premium fees and approximately $3,700,000 to exercise options for approximately 46,000 SOL tokens under September 2025 option contracts with Galaxy Trading Mercury LLC. These are over-the-counter derivative transactions with collateral requirements.
Added in current filing · verify on EDGAR →
By virtue of Mr. Ashe’s position as Chief Strategy Officer of Galaxy, he may be deemed to have an indirect material interest in the transactions described above for purposes of Item 404(a) of Regulation S-K. ... Mr. Ashe’s compensation at Galaxy is not tied to the performance of the Galaxy agreements described above ... Additionally, the Company does not anticipate that Mr. Ashe will receive any compensation for his service on the Board.
The filing acknowledges Ashe may have an indirect material interest in the Galaxy-related transactions due to his Galaxy employment, though his Galaxy compensation is not tied to these agreements' performance. He will serve on the Board without compensation and has not been assigned to any Board committees.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 28, 2026 · How we verify