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) October 28, 2025

BROWNIE’S MARINE GROUP, INC.

(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.)

4061 SW 47th Avenue, Davie, Florida		33314
(Address of principal executive offices)		(Zip Code)

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

(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 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

Brownie's Marine Group, Inc 8-K