Title

Presentation

Operator: Good afternoon, everyone, and thank you for participating in today’s conference call to discuss Forward Industries’ financial and operating results for the First Quarter of Fiscal 2026 ended December 31, 2025. By now, everyone should have access to the first quarter of fiscal 2026 earnings press release, which was issued today at approximately 4:05 PM Eastern Time. The release will be available on the Investor Relations section of Forward Industries website. This call will also be available for webcast replay on the company’s website. Following management’s remarks, we will open up the call for Q&A. I will now hand the call over to Forward Industries’ General Counsel, Georgia Quinn, for introductory comments.

Georgia Quinn: Thank you, operator. Before we begin, I’d like to remind everyone that today’s call may include forward-looking statements within the meaning of the federal securities laws. All forward-looking statements made by the Board or management on this call are based on their assumptions and beliefs as of today. You should not rely on forward-looking statements as predictions of future events as these statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. More information about these risks, uncertainties and other factors can be found in Forward Industries’ filings with the Securities and Exchange Commission. During today’s discussion, we will reference certain metrics related to our Solana Digital Asset Treasury, including SOL Holdings, staking performance, validator operations and deployments.

These metrics are core to evaluating the execution and progress of our strategy. With that, I will turn the call over to Forward Industries’ Chairman of the Board, Kyle Samani. Kyle, please go ahead.

Pyahm Samani: Thank you, Georgia, and good afternoon, everyone. 2025 represented an important inflection point with the evolution of Solana and Forward Industries. Over the last year, Solana has continued to grow into real financial infrastructure that’s being used by companies around the world, including the most recent partnerships, including Revolut, Western Union, Calshi, Figure, PayPal and many others. For Forward, Q1 marked our first full reporting period operating as a Solana treasury company, and more importantly, a quarter that demonstrated strong execution amidst volatility in the market. We moved from launching the strategy to actively putting it to work, building the foundation to compound SOL per share over time.

Our mindset remains long-term, as we’re not managing forward around short-term market moves. And we’re focused on building a permanent capital vehicle that’s designed to participate directly in the growth of the Solana ecosystem and to evolve beyond simply a treasury and into an active value-generating business. On the topic of thinking long term, I’m sure some of you may have seen the news around my departure from Multicoin Capital. I won’t go into the details which are publicly available, but I do want to take a moment to reaffirm my commitment to Forward Industries and its mission. I will continue to serve as Chairman of Forward, and I intend to significantly increase my personal holdings in Forward. Looking ahead, we believe the opportunity in front of Solana, and by extension for Forward, is increasingly clear.

While the markets are volatile in both Solana and Forward, our assets are not immune to wider market volatility. Solana is no longer being evaluated on theoretical scalability or future potential. It’s being used today at scale across payments, trading, DeFi, emerging market applications and more. This shift from promise to performance is critical. Forward Industries’ strategy is intentionally aligned with this phase of Solana’s life cycle. We are focused on compounding SOL per share by participating directly in the economic activity occurring on chain rather than relying on passive exposure alone. At the network level, Solana continues to demonstrate resilience, performance and reliability. The network has maintained high throughput, low transaction costs and consistent uptime, even during periods of elevated activity.

Solana continues to lead across key metrics, including decentralized exchange trading volumes, real economic value generated, active users and developer engagement. These fundamentals matter because they represent sustained demand for block space and growing on-chain cash flows. The underlying drivers of long-term value for the network and for SOL as an asset. Momentum across the Solana ecosystem accelerated throughout 2025 and has carried into early 2025. We’ve seen continued growth in stable coins, payments, DeFi, and real-world asset experimentation, all enabled by Solana’s ability to deliver speed, cost efficiency and composability at scale. Institutional engagement has also expanded meaningfully, whether through ETFs, tokenized financial products or integrations by large financial institutions and payment platforms.

As an example, on January 28, WisdomTree, which is a $140 billion asset manager, expanded their full suite of regulated tokenized funds on Solana, enabling institutional and retail investors to access real-world assets natively on-chain at scale. We’re also seeing new consumer-facing financial use cases emerge, such as Calshi’s regulated prediction markets becoming available through Solana wallets via Jupiter, extending regulated financial products to a broader crypto-native user base. Taken together, these trends reinforce our belief that Solana is becoming the execution layer for what we often describe as internet capital markets. Central to Forward’s strategy to deliver SOL per share growth for shareholders is to be an active participant in the Solana ecosystem.

During the quarter, Forward became one of the first public companies to have its own SEC-registered shares live on a public blockchain with FWDI now issued on Solana through Superstate’s Opening Bell platform. These are actual Forward Industries common shares, not synthetic or derivative representations, recorded and updated on chain in real-time by Superstate, an SEC-registered transfer agent. In addition to self-custodying their shares, eligible non-U.S. holders can now use tokenized FWDI as collateral in DeFi, including on Kamino, enabling stablecoin borrowing while maintaining exposure to the underlying equity. We view this as an important step in bridging public equities with programmable on-chain financial infrastructure and as a foundation for future functionality as regulatory frameworks evolve.

In December, we announced our collaboration with Sanctum, the leading infrastructure powering Solana’s largest liquid staking tokens, validators and apps, to launch fwdSOL, Forward’s proprietary liquid staking token. Through this partnership, approximately 25% of our SOL holdings are represented by fwdSOL, allowing us to continue earning native staking yields while maintaining liquidity. fwdSOL enables Forward to deploy staked SOL more efficiently, including using the token as collateral for borrowing and selectively participating in on-chain strategies alongside institutional partners. We view liquid staking as a core component of our treasury strategy, one that allows us to move beyond passive staking and responsibly capture incremental sources of yield, while preserving flexibility and risk discipline.

We also began testing our proprietary automated market maker or Prop AMM, developed with Galaxy and infrastructure expertise from Jump Crypto. The Prop AMM deploys proprietary capital into on-chain trading strategy and is integrated into Jupiter and other Solana aggregators and positions Forward to participate in Solana’s growing trading activity. With that, I’d like to now turn the call over to Ryan Navi, Forward’s newly appointed Chief Investment Officer, to dive into our Solana treasury operations. Ryan?

Ryan Navi: Thank you, Kyle, and good afternoon, everyone. As many of you know, I was appointed Chief Investment Officer of Forward in December 2025. In my first 60 days, I deeply familiarized myself with the business and have begun working with both our team at Forward and our partners to put in place our 2026 plan to deliver SOL per share growth for Forward shareholders. What is clear to me is that Forward has built a truly differentiated foundation, an at-scale SOL treasury larger than the next 3 largest SOL digital asset treasury companies combined, a clean balance sheet, high-quality partners in Galaxy, Digital and Jump and the strategy that’s been thoughtfully constructed to operate through different market environments.

This foundation enables us to execute deliberately, manage risk responsibly and focus on compounding SOL per share for our shareholders. With that context, I’ll dive into how we’re putting that foundation to work, starting with our treasury positioning and key metrics, which we view as the core drivers of value creation for our company and the lens through which we evaluate our performance. On December 31, 2025, Forward held approximately 6,962,501 Solana with more than 99% stake, generating native staking yield between approximately 6.5% and 7.2%. As of December 31, 2025, we have generated over 112,000 Solana in staking rewards. We’ve also compounded our fully diluted SOL per share from 0.0604 as of the end of September 2025 to 0.0624 as of December 31, 2025, using a SOL holdings of approximately 6,962,501 and a total fully diluted shares outstanding of 111,591,332.

That share count is made up of 84,924,272 common shares, 26,359,600 warrants and 307,460 options. Our annualized sold per fully diluted share growth was roughly 13% in our fiscal first quarter. As of December 31, 2025, Forward’s mNAV was approximately 0.85. Calculated using the closing price of Solana on December 31, 2025 of $125, a total of 6,962,501 Solana, a Forward stock closing price of $6.61 and a fully diluted outstanding share count of 111,591,332. I’m very proud of the progress we’ve made in the first few months operating under our Solana treasury strategy. While we are still early in that journey, we’ve established a solid foundation and we are well positioned to take advantage of the opportunities in the market to continue to scale Forward’s treasury and drive SOL per share accretion for our shareholders.

With that, I’ll now pass the call over to our CFO, Kathy Weisberg, to walk you through our fiscal first quarter results. Kathy?

Kathleen Weisberg: Thank you, Ryan. As a reminder, all comparisons and variance commentary refer to the first quarter of fiscal 2025, unless otherwise specified. Jumping into our financial results for the first quarter of fiscal 2026. Revenue in the first quarter of fiscal 2026 increased more than 4x to $21.4 million compared to $4.6 million. Our gross margin increased significantly as well to 78.6% in the first quarter of fiscal 2026 compared to 24.5% in the first quarter of fiscal 2025. These increases were primarily driven by staking revenue generated through Forward Solana treasury strategy. Selling, general and administrative expenses during the first quarter of fiscal 2026 were $7.2 million compared to $2 million in the first quarter of fiscal 2025.

The increase was primarily driven by higher operational costs associated with Forward’s transition to its Solana treasury strategy. For those who are not aware, I’d like to detail the current GAAP accounting treatment for our SOL holdings. Current accounting standards for digital assets require changes in the fair value of SOL and fwdSOL to be recorded as components of operating income or loss. These fluctuations do not impact our cash balance, yield generation or ability to continue compounding SOL per share. We believe this distinction is essential in evaluating our financial performance, which is driven by strategy execution, not short-term market volatility. As a result of this accounting treatment, in the first quarter of fiscal 2026, Forward recognized a loss on digital assets of approximately $560.2 million and an impairment charge of approximately $33 million leading to a net loss of $585.6 million compared to a net loss of $0.7 million in the first quarter of fiscal 2025.

Again, this loss was primarily driven by the decline in fair value of our SOL holdings. As of December 31, 2025, cash was $25.4 million compared to $38.2 million as of September 30, 2025. This concludes our prepared remarks. I’d now like to pass it back to the operator to open up the call for live Q&A.

Georgia Quinn: Thank you, Kathy, Ryan and Kyle. As we gather the queue for live questions, we’d first like to address a few of the questions that have come in via email. Kyle, we’ll start with you. Could you share your perspective on the recent token price volatility? Given your tenure in the industry, how has your experience prepared you to navigate periods of drawdown like this?

Pyahm Samani: Everyone, Kyle here. SOL is down something like 70%-ish from its all-time high, which in crypto is somewhat par for course. Last market cycle, SOL was down 90-some-odd percent from its all-time high in the ’21 through ’22 cycle. So this is somewhat standard and to be expected in crypto. I think the most important thing that we have done at Forward is to maintain a clean balance sheet. Ryan and I and others have dialed in conversing, and we all agree that we’ve made the right set of decisions to not lever up. And I want to position that in stark contrast to what a lot of our competitors have done who have levered up, who have purchased SOL at substantially higher prices than the current market price and who are now substantially at risk. Ryan, if you want to chime in and share any additional thoughts there?

Ryan Navi: Yes. We’ve taken no institutional debt so far, although that could change in the future. And that really gives us the ability to play offense in this environment where things are dislocated while some of our peers have to play defense. So definitely excited for the opportunity set ahead.

Georgia Quinn: All right. This next question is for Ryan. Can you share your thoughts on potential M&A? Do you have a specific framework that you are using to evaluate potential targets?

Ryan Navi: Yes, that’s a good question. I’d break it up into debt versus non-debt M&A. So for debt M&A, it’s pretty straightforward. We’ll look to acquire businesses that are accretive on an enterprise value to NAV basis. As I just mentioned, the recent crypto sell-off really has improved the opportunity set for us. So again, we have no institutional debt, so we can play offense when others are playing defense. For non-debt M&A, it’s a little bit more nuanced. We want to invest in businesses that have product market fit, scalable unit economics, durable moats and push the Solana ecosystem forward. Specifically, we look at situations where we can create our own catalyst basically by utilizing our scale and involvement.

Georgia Quinn: All right. Ryan, this next one is also for you. You frequently referenced SOL per share in your public remarks. How should shareholders think about that metric as an important framework for evaluating Forward’s performance?

Ryan Navi: So yes, in the short to medium term, SOL per share — per fully diluted share growth is our North Star KPI. So if you think about Solana plus its staking yield as the benchmark, that means that you have full beta plus a 6% to 7% yield. Our mandate is to consistently generate greater than that rate of return on a risk-adjusted basis. So this quarter, we did 13% annualized, so we effectively outperformed Solana staking yield by 2x. That’s why I keep referencing it and that will most likely be one of our go-forward KPIs in the near to medium term.

Georgia Quinn: Great. And then this last one for you, Ryan. While we understand you manage with a long-term mindset, is there a target growth rate or benchmark that investors should keep in mind?

Ryan Navi: Yes. So as I also just mentioned, I think the SOL staking yield as our effective benchmark for yield generation. So any spread above that has to make sense on a risk-adjusted basis. So that can be various DeFi strategies, CeFi strategies, derivatives, RWA assets, it can really range the gamut. And then from an M&A perspective, the opportunity cost is the upside on our Solana. So if we engage in non-debt M&A, with SOL prices down, obviously, the bar is a lot higher. We’re definitely taking a long-term disciplined approach and believe that this is the best way to generate sustainable shareholder value in the future. What else I can say is we will continue to adapt and capitalize as the market environment evolves. And when things are this dislocated to the downside, there’s arguably more opportunity than when things are extremely bullish. So given our clean balance sheet, as Kyle mentioned, I’m actually very excited for the go-forward opportunity set.

Georgia Quinn: Okay. Thanks, Ryan and Kyle. That concludes the email submitted questions. So I’ll now pass it back to the operator to open up the call for our live question-and-answer period.

Receive real-time insider trading and news alerts

Operator: Our first question comes from Devin Ryan with Citizens Bank.

Noah Katz: This is Noah Katz on for Devin. I’ll start off with a question on broader Solana adoption. You guys have called out adoption across payments, trading and emerging capital markets as a key to the thesis. Looking out over the next year, what are the most important catalysts that would signal Solana is moving from more of a high-growth ecosystem to mainstream financial rails? And how is Forward positioning itself to convert this into SOL per share compounding?

Pyahm Samani: It’s Kyle here. I’ll chime in. I think there was a lot there in the question, but let me just state it back. I think the core of the question is, how do we know we’re kind of entering mainstream adoption. Look, I think broadly with crypto, you should think about kind of all of crypto in 2 buckets, either payments or trading. And if you talk to people from each of those worlds, they tend to talk about crypto fairly differently. It’s that old image of the 7 blind touching the elephant and they all describe it in a different way. Let me touch on each side. On the payment side, Solana, I think at this point is pretty unequivocally in the lead of all the major chains. Folks at Visa, Mastercard, Stripe, PayPal, Western Union, Square Cash have all that big on Solana.

Today, Visa is settling USDC payments between banks on, I believe it’s a daily basis at this point. They haven’t disclosed the public — the absolute scale of the numbers, but they have disclosed annualized growth, and it’s all triple-digit percentages. Square Cash announced late last year that they’re rolling out USDC payments to all 65 million Square Cash users on Solana. Western Union is launching a stablecoin. PayPal, although PYUSD is on many chains, their preferred chain is Solana. And that’s actually where the bulk of PYUSD volume and market cap is at. So if you look across what we can see there publicly, Solana is doing a really good job. And I think the core of it is just it’s the most adopted, most used globally — global chain and it’s fast and cheap, and that’s what these guys want.

All of the additional features that payments companies look to expect are also there. With the smart contract capabilities built in Solana, they can add things like chargebacks and whatever else they need on top of just the basic ability to send money from point A to point B. On the trading side, things are — the entire industry is a little slower, and that’s just because the existing asset classes that are traded that are non-crypto think equities, commodities, FX, et cetera, those are all regulated institutions and many of them are — many of those institutions are regulated across jurisdictions and geographies. And so there’s just inherently a lot more inertia in making those transitions. But obviously, you can see now public announcements from the SEC Chair, Paul Atkins and then more recently, CFTC Chair, Mike Selig, have all basically announced Project Crypto and that their intention is to move U.S. securities markets on chain.

That is not yet — the fruits of that are not yet in the public eye, but there’s a lot of work happening behind the scenes. And I’m pretty confident that the — a lot of folks are having all the relevant conversations with the relevant parties to make sure that Solana has a real shot at winning that. Given the demonstrated trading volumes of crypto on Solana, I think they’re in the pole position to win and to substantiate that specifically. Today, the substantial majority of trading volume across all major blockchains for spot assets is on Solana today. So it is kind of the logical place for all of the major regulatory institutions and financial institutions to end up. Ryan, Georgia, if you all want to chime in on this one, please do.

Ryan Navi: Yes. I think to answer part of the — second part of the question in terms of value capture for Forward, I think we’ll look to partner, buy or build depending on what vector we want to lean in, whether it’s payments, whether it’s RWA tokenization. I think the world is kind of our oyster and we can be adaptive to where we’re seeing product market fit to the point that any such investment or organic build-out would be accretive to shareholders.

Noah Katz: Okay, great. And then if I could sneak in a quick follow-up on capital allocation. I know you spoke a little bit on M&A, but given the volatility with marking to market, prices tied to SOL, what does your capital allocation playbook look like across different environments, such as when you’re trading at a premium versus a discount to implied NAV and when SOL volatility spikes or liquidity tightens?

Ryan Navi: Yes, I’ll take that, Noah. So when things are a little bit more buoyant and we’re trading at a premium, I think it’s the well-known playbook of equity-linked securities, which can be pref, convertible notes, ATMs, which a lot of our competitors have also done when things were a little bit more buoyant during the summer of last year. I think when things are dislocated to the downside and things are trading at discounts, I think it becomes a lot more about, a, like balance sheet quality, is there actually like left tail risk or solvency risk? And I think some of our competitors are — I wouldn’t say like against the ropes or anything, but you’re starting to see that discount reflected in how they trade. So that definitely opens up the playbook for us given we have no institutional debt to go acquire if we’re trading at sufficient premiums where it’s accretive for us even on a stock-for-stock basis.

Again, I’m just speaking in generalities, no specific targets in mind. But I think that’s like a critical differentiator is we’re the largest more than the next 3 combined in the Solana space. So we have the scale, we have the clean balance sheet. So we can really be like the net consolidator. I think that’s a big strategic advantage of Forward and our positioning when things are dislocated. To your point, though, when volatility is higher, we would look to be a lot more conservative as we have been to date in taking dollar-denominated debt. So whether that’s lower LTV or like very low probability of any type of issues and withstanding significant shocks over and beyond what has already occurred. Again, none to date through 12/31, but the bar is that much higher, right?

But if we see accretive opportunities and it makes sense to take on non-dilutive financing, we won’t be afraid to take those shots on goal. But again, we have a very conservative risk-adjusted mindset in terms of how we are running this company.

Operator: And your next question comes from Fedor Shabalin with B. Riley Securities.

Fedor Shabalin: I have a few, and I would start with the macro one. Probably, Kyle, it’s for you. How do you expect staking yields to trend as Solana network usage grows and validator competition intensifies? Because historically, increased network adoption can either increase yields through higher transaction fees or compress them through greater validator participation. Just would like to hear your thoughts on this one.

Pyahm Samani: Yes, happy to take this one. So first, I’ll address actually the second — the very last thing you said, which is actually incorrect. As more validators come on to the network, that does not impact yield for stakers. Validators obviously compete for yield, but that doesn’t change the total yield available, both in terms of inflation as well as in terms of tips and MEV rewards. So first comment there. Second comment is inflation on the Solana network is written into the code and has been trending downwards since the Genesis block in March of 2020. I actually, in a term sheet to Anatoly and Raj back in 2019, proposed what is today the Solana inflation schedule, which is that, Solana’s inflation is reducing at 15% per year until it reaches a floor of 1.5%.

I believe today, headline inflation or I should say nominal inflation is somewhere in the neighborhood of 4%, 4.5%. So that’s second part of the question. Third part, this kind of gets to the first part of your question. As network activity increases and specifically as volatility increases, that creates more opportunities for MEV and more reason for users of the network to pay fees. And so as total network activity increases and as total volatility in market increases, that should increase yield to stakers, including to Forward. So we are explicitly — Forward is explicitly long the growth of those transaction fees on the Solana Network. We do expect over time that the composition of Forward’s yield that it earns from staking to transition away where today it’s mostly from inflation, the transition to being mostly from network usage as we expect network usage to grow in absolute terms and inflation to decrease in absolute terms.

Fedor Shabalin: And my second one is a company specific. So your combined SG&A expense included, I believe, $3.4 million in related party G&A expenses. Can you clarify the nature and expected recurrence of these related party charges? Distinguish whether they relate to the digital asset business or other operations and provide guidance on, let’s say, normalized SG&A run rate going forward?

Pyahm Samani: Yes. I think I know what that’s referring to, but either Ryan or maybe Georgia or Kathleen, you all might be a little closer to the middle on that one.

Ryan Navi: I think, Kathy, could you shed a little light on that?

Kathleen Weisberg: Yes. So those related party expenses relate to the launch of our digital asset treasury strategy and pertain to accounting support and other related support as we launch the business. Those are expected to decrease in the coming months.

Fedor Shabalin: Okay. And what would be the guidance like a normalized like $3 million, $3.5 million per quarter? Is it the right ZIP code?

Kathleen Weisberg: We don’t have that information currently available. We are negotiating and it will be less, but I don’t have those numbers.

Operator: And your next question comes from Sam Dufault with Oak Ridge Financial.

Sam Dufault: Congrats on the quarter despite the overall market volatility. My question is mostly relating around the yields for Forward Industries. I believe, Ryan, you mentioned it’s about 13% right now, which is about 2x on the current native yield. Can you kind of dive into kind of the aspects of that outperformance? How much is that attributed to fwdSOL? And kind of just how that fwdSOL launch has played into the overall Forward strategy?

Ryan Navi: Yes, happy to take that. I would say that the outperformance on a SOL per share basis is a combination of just the staking yield across fwdSOL and just stake SOL, again, which I think we’ve publicly stated is roughly 99% of all our Solana at 6.5% to 7.2%. But then also, as I mentioned, there’s a playbook when things are dislocated at different times, our stock was trading at significant discounts. And as you can see, our share count actually declined quarter-over-quarter. So we did use some cash to repurchase shares when things were sufficiently accretive to our internal kind of thresholds and benchmarks. So I think us being opportunistic will allow us to continue to outperform even when things are, let’s say, more bearish such as today.

But on your question on fwdSOL, to my knowledge, we are not generating — it would be immaterial amount that would be attributed. So it’s predominantly driven by our capital allocation today, broadly speaking, across different investments and share buybacks and the like.

Sam Dufault: And kind of going off the buybacks, I mean, given the current market conditions, what’s kind of the deciding factor, kind of what goes into those decisions when you decide to do a buyback or maybe hold off and wait for some of those debt M&A opportunities? What kind of, I guess, metrics or decisions goes into that?

Ryan Navi: Yes, it’s definitely a relative value equation. So ironically, the better FWDI trades, that lowers our appetite to buy back stock and increases our appetite to do stock for stock or even cash doesn’t really matter, but stock for stock, M&A, while our competitors are more dislocated than us. So interestingly, if we’re trading closer to 1x, the buyback doesn’t make any sense, but M&A becomes a lot more relatively attractive. So like I mentioned in Q&A earlier, we have looked to be adaptive based on market environment, including how the market is trading us versus our peers. And it’s constantly evolving, but we’re definitely thinking about things on a relative value creation accretion basis.

Operator: And that is the end of our question-and-answer session. I’ll hand the floor back to Kyle Samani for closing remarks.

Pyahm Samani: All right. Thank you, everybody. Thank you for joining us today, and thank you for your continued support and confidence in our vision. We are encouraged by the progress we’ve made and the platform we’ve put in place as we move into 2026. With a strong balance sheet, expanding on-chain capabilities and deepening engagement across the Solana ecosystem, we believe Forward is well positioned to continue executing its strategy and compounding SOL per share. We remain focused on disciplined growth, responsible risk management and building long-term value for shareholders. As a reminder, we will have our Annual Shareholder Meeting, which is going to be held virtually at 10 AM Central Standard Time on March 3, and we encourage all shareholders to vote. Information on voting can be found on our website or in our proxy filing. We look forward to speaking with you again on our next earnings call.

Operator: Thank you. All parties may now disconnect.

Receive real-time insider trading and news alerts