Coda Octopus Group, Inc. SEC Filings

Coda Octopus Group, Inc. is holding its 2026 virtual annual meeting on September 8, 2026, where stockholders will vote to elect seven directors, ratify Frazier & Deeter LLC as auditor for 2026, and approve on an advisory basis the compensation of named executive officers.

Holders of record of common stock at the close of business on July 30, 2026, when 11,280,754 shares were outstanding, are entitled to one vote per share. The board is majority independent and operates Audit, Compensation, and Nominating Committees; Michael Hamilton is the audit committee financial expert. Executive pay is relatively concentrated in cash: in 2025, CEO Annmarie Gayle received $305,000 in salary and a $100,000 bonus, while President of Technology Blair Cunningham earned $266,539 in salary. The company maintains 2017 and 2021 stock incentive plans and a claw back policy effective September 7, 2023.

As of July 28, 2026, directors and executive officers as a group beneficially owned 2,199,266 shares, or 19.5% of the common stock, including 18.97% attributed to CEO Gayle and her spouse. Several outside investors each hold between about 7.8% and 9.9% of the shares. Audit fees paid to Frazier & Deeter were $469,000 for 2025 and $361,125 for 2024.

Coda Octopus Group, Inc. reports that its Chief Financial Officer, Kelly Mark, currently does not beneficially own any of its securities.

A footnote explains that equity awards valued at $40,000 are scheduled to vest in two equal annual installments commencing October 2027.

Coda Octopus Group is transitioning its finance leadership. Interim Chief Financial Officer Gayle Jardine will retire from her role effective August 3, 2026. The company has finalized the appointment of Mark Kelly as Chief Financial Officer, effective the same date, with a three-month probationary period that may be extended by two months at the company’s discretion.

Kelly brings extensive finance experience from roles at Medac Pharma, Chubb Insurance, Twist Bioscience, and Charles River Laboratories. He will receive an annual base salary of £165,000 (approximately $218,625 using a stated exchange rate of $1.325) and may be eligible for discretionary annual bonuses. He is also being granted restricted stock valued at $40,000, vesting in two equal annual installments starting October 31, 2027, subject to performance milestones.

Coda Octopus Group director Michael J. Hamilton received a stock award of 1,102 shares of Common Stock as compensation for director services. The shares were granted at no cash cost to him and are classified as a grant or award acquisition. Following this award, he directly holds 6,635 shares of Coda Octopus Group common stock. The filing shows a routine compensation-related equity grant rather than an open-market purchase or sale.

Coda Octopus Group delivered higher profitability for the quarter ended April 30, 2026 despite flat revenue. Net revenues were $6,904,012 versus $7,017,459 a year earlier, but net income rose to $1,697,810 from $908,762, with diluted EPS increasing to $0.15 from $0.08.

For the six months, revenue grew to $13,614,124 from $12,227,174 and net income improved to $2,628,533 from $1,821,737, lifting stockholders’ equity to $61,414,232. The company ended the period with cash and cash equivalents of $30,624,337 and total assets of $67,338,780 against modest total liabilities of $5,924,548.

Marine Technology, Acoustic Sensors and Defense Engineering Services all contributed, though management notes headwinds from geopolitical conflict in the Middle East, tariffs on U.K.-manufactured products sold into the U.S., and foreign exchange fluctuations that are affecting demand patterns and costs.

Coda Octopus Group, Inc. insider reporting person John Steven Emerson, a 10% owner, reported multiple indirect transactions in Common Stock through various family-related entities on March 11, 2026. Several IRAs and a family trust executed open-market sales, and the Emerson 1993 Family Trust recorded a bona fide gift of 100,000 shares at zero consideration.

The transactions are attributed to entities such as the Emerson 1993 Family Trust, Emerson Partners, and individual IRAs, rather than to Emerson directly. Across these accounts, the filing shows net open-market share sales and a separate large gift transfer, while also listing indirect share holdings in several family vehicles.

Coda Octopus Group, Inc. interim CFO Gayle Michelle Jardine reported an open-market sale of 2,256 shares of common stock on March 19, 2026 at an average price of $12.5935 per share. After this transaction, she directly holds 2,500 common shares.

Coda Octopus Group reports beneficial ownership of 508,600 common shares (4.5104%). The filing amends a Schedule 13G to show shared voting and dispositive power over 508,600 shares, based on 11,276,152 common shares outstanding as of March 17, 2026 reported on the Form 10-Q for the quarter ended January 31, 2026. The position is held in a group that includes Jonathan Honig, Titan Multi-Strategy Fund I, Ltd., and related trusts and custodial accounts.

Coda Octopus Group, Inc. files a shelf prospectus to offer up to $100,000,000 of common stock, preferred stock, warrants or units and to cover the resale of up to 500,000 shares of common stock by a selling stockholder. The prospectus permits multiple offerings from time to time; each offering will be described in a prospectus supplement that will state specific terms, pricing and underwriting arrangements. The prospectus states that the company will not receive proceeds from sales by the named selling stockholder and that shares outstanding were 11,276,152 as of March 15, 2026. The filing describes the company’s three business segments, key risk factors (including export controls, component supply, currency and defense funding risks), and customary plan of distribution methods.