UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~June~~October 1128, 2025

BROWNIE’S MARINE GROUP, INC. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Florida

333-99393

90-0226181

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)

3001 NW 25th Avenue, Suite 1, Pompano Beach, Florida		33069
4061 SW 47th Avenue, Davie, Florida		33314
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (954) 462-5570

N/A

(Former name or former address, if changed since last report)

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)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ofOctober ~~June 11~~28, 2025, the board of directors (the “Board”) of Brownie’s Marine Group, Inc., ~~a Florida corporation~~ (the “Company”), approved ~~and~~a ~~Charles~~revised ~~Hyatt,~~compensation astructure ~~member of~~for Robert Carmichael, the Company’s ~~board~~Chief ofExecutive ~~directors~~Officer. ~~(“Hyatt”),~~Effective ~~executed~~November ~~(a)~~1, a2025, Mr. ~~second~~Carmichel’s ~~amendment~~annual tobase asalary ~~promissory~~will ~~note~~be ~~in the principal amount of~~ $~~150~~246,000,. ~~which~~Mr. ~~was~~Carmichael ~~originally~~will ~~issued~~be byeligible ~~the~~for ~~Company~~an toannual ~~Hyatt~~bonus onof ~~November 7~~$98,400 ~~2023~~ (~~the “2023 Note”), to further~~representing ~~extend~~40% ~~the~~of ~~2023~~his ~~Note’s~~base ~~maturity~~salary) ~~date~~subject ~~from~~to ~~May 7~~revenue, ~~2025~~profitability toand ~~November~~compliance 7,metrics. ~~2025~~In addition, ~~and~~Mr. ~~(b)~~Carmichael awill ~~second~~be ~~amendment~~eligible to areceive awards ~~promissory~~under ~~note in~~ the ~~principal~~ ~~amount~~Company’s of2021 ~~$280,000,~~Equity ~~which~~Compensation ~~was~~Plan ~~originally~~of ~~issued~~performance-based byrestricted ~~the~~stock ~~Company~~units towith ~~Hyatt~~a ontarget ~~February~~value 5,of ~~2024 (the “2024 Note”)~~$150,000, toand ~~further~~cashless ~~extend~~stock ~~the~~options ~~2024~~with ~~Note’s~~a ~~maturity~~target ~~date~~value ~~from~~of ~~May 5~~$350, ~~2025 to November 5~~000, ~~2025.~~with ~~Except~~terms asto ~~specifically~~be ~~amended~~set by the ~~amendments, the~~Board ~~terms~~in ~~and~~accordance ~~conditions~~with of the ~~2023~~terms ~~Note~~of ~~and~~such ~~2024 Note remain in full force and effect~~Plan.

The foregoing descriptions of the second amendments to the 2023 Note and 2024 Note are qualified in their entirety by reference to the full text of such documents, copies of which are attached to this report as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Amendment No. 2 to Promissory Note, dated June 11, 2025, to Promissory Note originally issued on November 7, 2023
4.2		Amendment No. 2 to Promissory Note, dated June 11, 2025, to Promissory Note originally issued on February 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 16, 2025	By:	/s/ Robert Carmichael
Date: November 3, 2025	By:	/s/ Robert Carmichael
		Robert Carmichael
		Robert Carmichael, Chief Executive Officer
		Chief Executive Officer

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