UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Commission File Number) |
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| (Address of principal executive offices) | (Zip Code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 28, 2025, the board of directors (the “Board”) of Brownie’s Marine Group, Inc. (the “Company”) approved a revised compensation structure for Robert Carmichael, the Company’s Chief Executive Officer. Effective November 1, 2025, Mr. Carmichel’s annual base salary will be $246,000. Mr. Carmichael will be eligible for an annual bonus of $98,400 (representing 40% of his base salary) subject to revenue, profitability and compliance metrics. In addition, Mr. Carmichael will be eligible to receive awards under the Company’s 2021 Equity Compensation Plan of performance-based restricted stock units with a target value of $150,000, and cashless stock options with a target value of $350,000, with terms to be set by the Board in accordance with the terms of such Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BROWNIE’S MARINE GROUP, INC. | ||
| Date: November 3, 2025 | By: | /s/ Robert Carmichael |
| Robert Carmichael, Chief Executive Officer | ||
Cover |
Oct. 28, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 28, 2025 |
| Entity File Number | 333-99393 |
| Entity Registrant Name | BROWNIE’S MARINE GROUP, INC. |
| Entity Central Index Key | 0001166708 |
| Entity Tax Identification Number | 90-0226181 |
| Entity Incorporation, State or Country Code | FL |
| Entity Address, Address Line One | 4061 SW 47th Avenue |
| Entity Address, City or Town | Davie |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33314 |
| City Area Code | (954) |
| Local Phone Number | 462-5570 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |