Galaxy Digital Crosses 10% Of Forward Industries Because The Share Count Shrank, Not Because It Bought
A joint Form 3 filed Monday lists 8,108,109 FWDI shares, and the filing says a lower outstanding count triggered it.
Galaxy Digital and its affiliates, including CEO Michael Novogratz, filed a joint Form 3 on Monday reporting 8,108,109 shares of Forward Industries and a 10% owner status. The filing's remarks say the trigger was a drop in the company's share count, not any purchase by the group.
What the Form 3 says
Galaxy Digital LP is the holder of record. The filing was made jointly with Galaxy Digital GP, Galaxy Digital Holdings, Galaxy Digital Inc., Galaxy Group Investments and Michael Novogratz.
The filing lists the group's role as 10% Owner. The same 8,108,109 shares are reported as the total held after the disclosure, and no per-share price is stated. The position is valued at about $65.8 million, an estimate at current prices.
The remarks say the filing was triggered solely by a decline in the issuer's outstanding shares, as shown in its quarterly report filed May 14, 2026. They add that the reporting persons did not acquire anything to cause it.
Where the position came from
Galaxy's stake traces to a September 6, 2025 private placement by Forward Industries. On that same date, the company engaged Galaxy Digital LP as strategic advisor on the placement.
The filing reports pre-funded warrants and advisor warrants. Exercise of both is capped to keep the group's ownership under a set limit. Each pre-funded warrant carries an exercise price of $0.00001 per underlying share, according to the footnotes.
FWDI shares traded at $8.19 in Monday after-hours trading, up about 1% from the $8.11 regular close.
What to watch
The advisor warrants become exercisable in tranches only if Forward Industries' closing share price reaches set multiples of the placement price, according to the filing footnotes. The first threshold is 150%.
Because the ownership cap applies to the warrants, the 150% price trigger is the next marker in the filing that could add to Galaxy's exercisable position.
Sources
- Form 3 — Michael Novogratz (FWDI) — SEC EDGAR
