BWMG

MKT CAP $2.2MP/E 10.0DIV YIELD —FCF YIELD —REV TTM $8M −3.1%NET INCOME $521K +355.1%NET CASH $162K52W 0.00 – 0.01SEC XBRL · TTM TO Invalid Date

How BWMG rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

49%

of sentences unchanged

Added

new sentences

Dropped

116

sentences removed

Length

−1,330

words, now 6,635

New in FY2025

Overview The Company a marine technology company that wholly owns and operates five subsidiaries focused on portable air, underwater breathing, safety, and marine technologies.
The Company’s businesses collectively serve recreational, professional, safety, industrial, and government-adjacent markets.
The Company’s operations span surface-supplied air systems, battery-powered diving systems, miniature and emergency breathing devices, high-pressure compressor distribution and service, and consumer-facing training and experiential programs.
The Company is executing a strategic transition away from legacy gasoline-powered systems toward battery-powered, software-enabled, and electrically driven technologies.
The Company also operates a continental distribution and service platform supporting multiple industries beyond recreational diving.
The Company seeks to leverage shared engineering, intellectual property, manufacturing, distribution, and training infrastructure across its subsidiaries to drive operational efficiencies and long-term growth.
Products BWMG’s product offerings are organized across its five wholly owned operating subsidiaries, each with distinct technologies, markets, and strategic roles.
Surface Supplied Air Products Brownies Third Lung designs and manufactures surface-supplied air (SSA) systems for shallow-water recreational and light professional use.
Its flagship product, the patented Sea Lion®, is a floating air delivery platform capable of supporting multiple divers simultaneously for extended durations in shallow water.
Historically powered by gasoline engines, Brownies Third Lung is transitioning its product line to battery-powered configurations utilizing instant-change battery systems.
The Company’s patented Sea Lion architecture is also available for OEM boat builder integration across a range of boat sizes. ● BIAS (Boat Integrated Air Systems): The Company developed several tankless products and complimentary accessories that it believes makes boat diving easier.
Ultra-Portable Tankless Dive Systems BLU3 develops a backpack-portable, battery-powered underwater breathing system designed exclusively for single-diver use.
BLU3’s system utilizes patented, software-driven breathing control technology that dynamically regulates air delivery based on diver demand.
This software-defined architecture enables reduced size, weight, and mechanical complexity compared to traditional diving systems and all competitors in this space.
In the third quarter of 2025, BLU3 launched the Nomad 3X Battery which is a new battery design that has triple the capacity for three times the run time of the standard battery.
The Nomad 3X Battery fits all existing Nomad units but is larger and heavier than the standard battery.
As of January 2024, BLU3 is the exclusive distributor for the USA of the SeaNXT Elite sea scooter, made in France.
High Pressure Gas Systems LW Americas serves as the exclusive distributor and authorized service provider for L&W Compressors across North America, Central America, and South America.
LWA distributes portable, mobile, and stationary high-pressure compressor systems used in diving, fire and emergency services, industrial manufacturing, oil and gas, defense and government, aviation support, and specialized air applications.
LWA is building a multi-tier distribution network including regional distributors, dealers, and authorized service centers.
Engineering resources within the Company have also developed a battery-powered high-pressure fill compressor utilizing 48-volt architecture, designed for vessels and platforms that operate without diesel generators.
Redundant Air Tank Systems Submersible Systems, Inc. designs and manufactures miniature and emergency breathing devices used globally across recreational diving, aviation egress, confined-space safety, marine operations, and emergency preparedness markets.
Its product portfolio includes the Spare Air® , HEED® (Helicopter Emergency Egress Device) , and SWBA® (Surface Water Breathing Apparatus) product families.
These compact systems are intended for redundant air supply, emergency escape, and short duration breathing applications.
Live Blue is the Company’s consumer-facing training and experiential subsidiary.
Live Blue supports end-user education, demonstrations, and “try-before-you-buy” programs across the Company’s product lines.
The brand is intended to facilitate product adoption, training, and customer engagement while enabling vertical integration from product development through end-user experience.
Diving and Snorkeling Industry According to Fortune Market Insight, the Diving and Snorkelling market will reach $2.2 billion, signalling readiness for broader adoption as more enthusiasts enter the market and established players expand product offerings.
Between 2025 and 2035, the market moves through scaling (2025-2030) and consolidation (2030-2035).
By 2030, according to Fortune Market Insight, the market is estimated to surpass $2.6 billion, driven by growing participation in recreational diving, training programs, and tourism linked equipment sales.
The 4.0% compound annual growth rate (“CAGR”) underscores steady, consistent growth, reflecting a transition from early adoption to widespread use, with scuba diving equipment becoming a standard choice for the recreational and professional divers worldwide.
Yachting Industry According to Fortune Business Insights, the global yacht market was valued at $311.32 billion in 2025 and is estimated to grow from $325.96 billion in 2026 to $470.69 billion by 2034, demonstrating and CAGR of $4.70% between 2026-2034.
High Pressure Compressor Line According to Fortune Business Insights, the North American high pressure compressor market was valued at $6.73 billion in 2025 and is projected to grow from $7.11 billion in 2026 to $11.0 billion by 2034, exhibiting a CAGR of 5.6% during the forecast period.
The global high pressure equipment market is characterized by significant technological advancements and strategic expansion by key players.
High pressure equipment is utilized across multiple industries to processes that involve handling, transporting, and controlling gases or liquids at pressures far exceeding atmospheric levels.
Intellectual Property Trade Names The Company either owns or has licensed from entities in which Robert Carmichael, our Chairman and Chief Executive Officer, has an ownership interest, the following registered and unregistered trade names, trademarks and service marks: Brownie’s Third Lung™, browniedive.com, Brownie’s, Brownie’s Third Lung oval symbol, browniedive, YachtPro, NitroxMaker™, BLU3, diveBLU3.com, BLU3 Nemo, BLU3-Vent, Submersible Systems, Spare Air, HEED 3, Snorkelator, easy dive, spareair.com, HELO, RES, Gold Coast Scuba, fast float rescue harness, tankfill.com, browniestankfill, browniestankfill.com, browniespublicsafety.com, browniespublicsafety, Peleton Hose System, Twin-Trim, and Kayak Diving Hose Kit.
With the introduction of NOMAD in the last quarter of 2021, the Company is obligated to pay an additional annual minimum royalty of $60,000 per year for the years 2022, 2023 and 2024, which increased the quarterly minimum royalty by $15,000 per quarter.
Therefore, no additional minimum royalty was required during 2024, but was required beginning in the first quarter of 2025, which was the final year of the additional minimum royalty under the STS agreement.
Royalty payments under the amended STS Agreement were $91,907 and $125,159 for the years ended December 31, 2025 and 2024, respectively.
Tradeshows In 2025, the Company was represented at The Palm Beach Boat Show, The Annapolis Motor and Sailing Shows, The Fort Lauderdale Boat show, Diving Equipment, Manufacturing show, The Seattle Boat Show, The Miamaii Boat Show, Boot Dusseldorf and the HAI Heli-Expo, along with various other trade and industry shows.

and 35 more.

Gone since FY2024

Overview The Company, through its wholly owned subsidiaries, designs, tests, manufactures and distributes tankless dive systems, rescue air systems and yacht-based self-contained underwater breathing apparatus (“SCUBA”) air compressor and nitrox generation fill systems and acts as the exclusive distributor in North and South America for Lenhardt & Wagner GmbH (“L&W”) compressors in the high-pressure breathing air and industrial gas markets.
The Company is also the exclusive United States and Caribbean distributor for Chrysalis Trading CC, a South African manufacturer of fitness and dive equipment, which is doing business as Bright Weights (“Bright Weights”), of a dive ballast system produced in South Africa.
On September 3, 2021, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Submersible Acquisition, Inc., a Florida corporation incorporated in 2017, and wholly owned subsidiary of the Company (“Acquisition Sub”), Submersible Systems, Inc., a Florida corporation (“Submersible” or “SSI”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista” and, together with Summit, the “Sellers”), the owners of all of the capital stock of Submersible, pursuant to which Acquisition Sub merged with and into Submersible (the “Merger”), and Submersible, the surviving corporation, became a wholly owned subsidiary of the Company.
Submersible is a manufacturer of high-pressure tanks and redundant air systems for aviation, manned submersibles, swift water rescue, military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world.
On February 13, 2022 the Company formed LBI, which is being developed as a full retail, guided tour and training model utilizing the technology developed by BLU3 to provide new users and interested divers with guided tour experience, training, and the ability to purchase all of their diving and watersports needs.
On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M.
Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and LBI.
Pursuant to the terms of the Asset Purchase Agreement, LBI acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets.
In addition, LBI assumed the lease for the premises for Gold Coast Scuba.
On or about the 4 th of October, 2024 LBI sold the Gold Coast Scuba tradename and other IP rights and certain related inventory to Adventure Seeker Company.
The Company has five wholly owned subsidiaries focused on various sub-sectors of our industry as described below: ● Brownie’s Third Lung | Surface Supplied Air (“SSA”) ● BLU3, Inc. | Ultra-Portable Tankless Dive Systems ● LW Americas | High Pressure Gas Systems ● Submersible Systems, Inc. | Redundant Air Tank Systems ● Live Blue, Inc. | Guided Tours Our wholly owned subsidiaries do business under their respective trade names on both a wholesale and retail basis from our headquarters and manufacturing facility in Pompano Beach, Florida, and a manufacturing facility in Huntington Beach, California.
Surface Supplied Air Products Our Third Lung systems have been the market leader in gasoline powered, high-performance and more recently in battery powered surface supplied air (THIRD LUNG) diving systems.
Taking full advantage of our proprietary compressor system, a series of traditional “fixed speed” electric compressors were developed for the built-in-boat market in 2005.
In 2010, we introduced our variable-speed battery powered THIRD LUNG system which provides divers with gasoline-free all day shallow diving experiences.
These systems provide performance and runtimes for up to 3 hours by utilizing a diver-sensitive variable speed technology that controls battery consumption based on diver demand.
The Company continues to pursue distributors and dealers in and outside of the United States in order to diversify the seasonality as well as geography risks.
Additionally, we continue to pursue more aggressively the boat builder market to offer our variable speed, battery powered THIRD LUNG systems as an option on newly built boats of all sizes, expanding our market beyond the traditional consumer markets for our products.
Our SSA products include: ● Tankless Dive Systems: The Company produces a line of tankless dive products, commonly called hookah or recreational SSA systems.
These systems allow one to four divers to enjoy the marine environment up to a depth of 45 feet without the bulk and weight of conventional SCUBA gear.
We believe that the removal of barriers to entry into the sport of diving and the reduction of complicated and bulky SCUBA gear invites a broader range of the general public to participate more actively and enjoyably at their own pace and schedule.
Our product is designed to reduce the effort required for its transport and use while exploring, cruising or traveling.
A line of land-based systems is available for light-duty commercial applications that demand portability and performance.
In addition to the gasoline-powered units and the variable speed battery powered units, a series of AC electric powered systems is also available for light to commercial use.
Powered by battery for portability or household current for unlimited dive duration, these units are used primarily by businesses that work in aquatic maintenance and marine environments. ● BIAS (Boat Integrated Air Systems): The Company developed several tankless products and complimentary accessories that it believes makes boat diving easier.
Ultra-Portable Tankless Dive Systems Through our wholly owned subsidiary BLU3, we develop and market portable battery-powered dive systems.
The BLU3 line currently consists of two models, Nomad and Nomad Mini, targeting specific performance levels and price points.
The original product of BLU3, called Nemo, has been phased out and replaced by Nomad Mini.
NOMAD dive system (“NOMAD”) began shipping in the third quarter of 2021.
NOMAD MINI dive system (“NOMAD MINI”) began shipping in the third quarter of 2023.
Both products are currently sold to consumers via our website, Amazon and through our network of dealers worldwide.
The NOMAD is highly portable and has a maximum depth of 30 feet.
NOMAD MINI has a maximum depth of 15 feet and is more portable than NOMAD and at a lower price point.
NOMAD and NOMAD MINI have been marketed through BLU3’s internet presence and marketing campaigns as well as at industry and other trade shows across the country.
BLU3 products are sought after by consumers for a variety of applications that include boat maintenance, shore diving, traveling, underwater metal detecting and fossil hunting, pool leak detection and service, and more.
As of January 2024, BLU3 is the exclusive distributor for North and South America of the SeaNXT Elite sea scooter, made in France.
The SeaNXT Elite sea scooter is a luxury water toy that is most popular in the yachting industry.
BLU3 markets the SeaNXT Elite product to end-users as well as resellers throughout North and South America.
High Pressure Gas Systems Through our wholly-owned subsidiary LW Americas, we design, manufacture, sell and install SCUBA tank fill systems for on-board yacht use under the brand “Yacht- Pro™”.
Our systems provide complete diving solutions for yachts, including nitrox systems which allow yacht owners to fill tanks with oxygen enriched air on board.
The Yacht-Pro™ compressor systems offer a completely marine-prepared, variable frequency drive (“VFD”) driven, automated alternative to other compressors on the market.

and 76 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch BWMG. Know when insiders buy.

One email the day a filing lands. Free.