MIND insider award — 50,000 options, $8.64 strike, vesting to 2028

Rhea-AI Filing Summary

Insider option grant to CFO: The chief financial officer, Mark Alan Cox, received an award of 50,000 stock options to purchase common stock at an exercise price of $8.64. The options were granted on 10/06/2025, become exercisable on the grant date with an expiration date of 10/06/2035, and vest in three equal annual installments: one-third on 10/06/2026, one-third on 10/06/2027, and one-third on 10/06/2028.

The filing was submitted by a single reporting person in the role of CFO. After the grant, the reporting person beneficially owns 50,000 underlying shares via the option award. The form is informational about insider compensation and does not include additional financial results or other corporate actions.

Positive

• Retention-focused vesting: Options vest in three equal installments (one-third annually) which supports executive retention through 10/06/2028.
• Long exercise window: Ten-year term (10/06/2035) provides flexibility for alignment with long-term stock performance.

Negative

• Potential future dilution: 50,000 underlying shares could dilute existing shareholders if exercised before offsetting share reductions.
• Value dependent on stock performance: Exercise price of $8.64 means award yields value only if market price exceeds that level before expiration.

Insights

Compensation Analyst

50,000 options align pay with long-term shareholder value over a 10-year term.

The grant of 50,000 options at an exercise price of $8.64 creates a ten-year window (10/06/2035) for value realization and ties eventual payout to future stock performance. The graded vesting (one-third annually starting 10/06/2026) encourages retention across three years.

This structure reduces immediate dilution risk but creates potential future dilution if options are exercised; monitor outstanding option counts and total share count in upcoming reports to assess shareholder impact over the next 3 years.

Corporate Governance Specialist

Standard Section 16 disclosure; timing and vesting are explicit and routine.

The Form 4 records a standard, documented equity award to an officer with clear vesting milestones and an exercise price equal to the grant value. Filing by an attorney-in-fact and the included vesting schedule meet disclosure norms.

Investors may note the exercise price $8.64 relative to market price at grant; if market is below the price, the award is retention-focused rather than immediate compensation. Watch for related filings showing exercises or additional grants within 12 months.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider COX MARK ALAN

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Option to Purchase Common Stock	50,000	$8.64	$432K

Holdings After Transaction: Option to Purchase Common Stock — 50,000 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

COX MARK ALAN

(Last) (First) (Middle)

2002 TIMBERLOCH PLACE, SUITE 500

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIND TECHNOLOGY, INC [ MIND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$8.64	10/06/2025		A		50,000		(1)	10/06/2035	MII Common Stock	50,000	$8.64	50,000	D

Explanation of Responses:

1. Options vest 1/3 on October 6, 2026, 1/3 on October 6, 2027 and 1/3 October 6, 2028.

	/s/ Robert P. Capps, Attorney- in-Fact for Mark A. Cox	10/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did MIND (MIND) report in this Form 4 filing?

The filing reports that CFO Mark Alan Cox was granted 50,000 stock options on 10/06/2025 with an exercise price of $8.64 and an expiration date of 10/06/2035.

How do the options vest for the MIND CFO grant?

The options vest in three equal parts: one-third on 10/06/2026, one-third on 10/06/2027, and one-third on 10/06/2028.

How many shares will the CFO own after the reported transaction?

Following the grant, the reporting person beneficially owns options for 50,000 underlying shares; these are not exercised shares until the options are converted.

What is the exercise price and why does it matter?

The exercise price is $8.64. The options have intrinsic value only if the market price exceeds $8.64 before the expiration on 10/06/2035.

When was this Form 4 filed and who signed it?

The form records the transaction date as 10/06/2025 and was signed on behalf of the reporting person by an attorney-in-fact on 10/08/2025.