Coda Octopus appoints Mark Kelly as new CFO

Coda Octopus Group is transitioning its finance leadership.

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Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CFO effective date: August 3, 2026 Annual base salary: £165,000 Approximate USD salary: $218,625 +3 more

6 metrics

CFO effective date August 3, 2026 Start date for Mark Kelly as Chief Financial Officer

Annual base salary £165,000 Base salary for Mark Kelly as CFO

Approximate USD salary $218,625 Approximate salary using $1.325 exchange rate

Restricted stock grant $40,000 Equity award value for Mark Kelly as CFO

Probationary period 3 months Initial probation for CFO role, extendable by 2 months

Vesting commencement October 31, 2027 First vesting date for restricted stock, in two annual installments

Key Terms

probationary period, restricted stock grant, performance milestones, emerging growth company, +1 more

5 terms

probationary period financial

"effective August 3, 2026, subject to a three-month probationary period which, at the discretion of the Company, may be extended"

restricted stock grant financial

"He will also receive a restricted stock grant valued at $40,000 that will vest in two equal annual installments"

A restricted stock grant is an award of company shares given to an employee or executive that cannot be sold or transferred until certain conditions are met, such as staying with the company for a set time or hitting performance goals. For investors, it signals how the company ties pay to future performance and can affect the number of shares outstanding and management’s incentives—think of it as a wrapped gift you only keep once you meet the requirements.

performance milestones financial

"Vesting is further subject to certain performance milestones."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did Coda Octopus Group (CODA) announce?

Coda Octopus Group announced that Interim CFO Gayle Jardine will retire effective August 3, 2026, and Mark Kelly will become Chief Financial Officer on the same date, following a three-month probationary period that the company may extend by an additional two months.

Who is Mark Kelly, the new CFO of Coda Octopus Group (CODA)?

Mark Kelly is a finance executive with prior roles at Medac Pharma, Chubb Insurance, Twist Bioscience, and Charles River Laboratories. He qualified as a Chartered Accountant in 1996 and holds a BA Honours in Accounting and Finance from the University of Strathclyde in Glasgow, Scotland.

What is the compensation package for Coda Octopus Group (CODA) CFO Mark Kelly?

Mark Kelly will receive an annual base salary of £165,000, approximately $218,625 using a stated $1.325 exchange rate. He may also receive discretionary annual bonuses and a restricted stock grant valued at $40,000, which vests over time, subject to performance milestones.

How will Mark Kelly’s restricted stock grant at Coda Octopus Group (CODA) vest?

Mark Kelly’s restricted stock grant is valued at $40,000 and will vest in two equal annual installments, beginning on October 31, 2027. Vesting is also contingent on certain performance milestones being met, tying a portion of his compensation to company and role performance.

When does the CFO transition take effect at Coda Octopus Group (CODA)?

The CFO transition is effective August 3, 2026. On that date, Interim CFO Gayle Jardine will retire from her position and Mark Kelly will assume the role of Chief Financial Officer, starting under a three-month probationary period that may be extended by up to two additional months.

Does Coda Octopus Group (CODA) mention performance conditions for the new CFO’s equity grant?

Yes. The $40,000 restricted stock grant awarded to Mark Kelly will vest in two equal annual installments beginning October 31, 2027, and vesting is further subject to certain performance milestones, linking his long-term equity compensation to achieving defined performance objectives.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 06:02 AM EDT

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): July 1, 2026

CODA OCTOPUS GROUP, INC.

(Name of Small Business Issuer in its Charter)

Delaware

001-38154

34-2008348

(State or other jurisdiction

of incorporation or organization

(Commission

File Number)

(I.R.S. Employer

Identification Number)

3300 S Hiawassee Rd., Suite 104-105

Orlando, Florida 32835

(Address, Including Zip Code of Principal Executive Offices)

407-735-2406

(Issuer’s telephone number)

(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 (see General Instruction A.2. below):

☐	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
Common Stock		CODA		Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined 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 check mark 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.

(a) Gayle Jardine, Interim Chief Financial Officer of Coda Octopus Group, Inc. (the “Company”), will retire from her position effective August 3, 2026. As a result of her retirement, the Company will appoint a new Chief Financial Officer.

(b) On July 1, 2026, the Company finalized the appointment of Mark Kelly to be the Chief Financial Officer, effective August 3, 2026, subject to a three-month probationary period which, at the discretion of the Company, may be extended by an additional two months.

(c) From 2024 until 2025, Mr. Kelly was Finance Director at Medac Pharma, a UK-based pharmaceutical sales company. From 2022 to 2024, he was the Head of Glasgow Finance at Chubb Insurance. From 2021 to 2022, he was a Finance Director at Twist Bioscience Corp., a manufacturer of synthetic DNA for various industries, from life sciences research to data storage technology. He was also a Senior Finance Director and European Controller at Charles River Laboratories, a company that supports the Life Sciences industry with contract research capabilities, from 2016 to 2021.

Mr. Kelly qualified in 1996 as a Chartered Accountant through the Institute of Chartered Accountants of Scotland. He earned a BA Honours in Accounting and Finance from the University of Strathclyde, Glasgow, Scotland.

Mr. Kelly will be paid an annual base salary of £165,000 (or approximately $218,625, using an exchange rate of $1.325). He may be granted annual bonuses at the discretion of the Company. He will also receive a restricted stock grant valued at $40,000 that will vest in two equal annual installments commencing October 31, 2027. Vesting is further subject to certain performance milestones.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this report:

Exhibit No.		Description

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.

Dated: July 6, 2026

	Coda Octopus Group, Inc.

	By:	/s/ Annmarie Gayle
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents