[Form 4] Coda Octopus Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Niels Sondergaard, a director of Coda Octopus Group, Inc. (CODA), reported three open-market sales of the company's common stock in September 2025. He sold 32,362 shares on 09/19/2025 at $8.2327 per share, 16,995 shares on 09/22/2025 at $8.2034, and 7,013 shares on 09/23/2025 at $8.1324, totaling 56,370 shares disposed. Following those transactions his beneficial ownership is reported as 2,195,211 shares. The Form 4 is signed by Mr. Sondergaard and contains no additional explanatory remarks about the reason for the sales.

Insights

Financial Analyst

TL;DR: Director executed three small open-market sales totaling 56,370 shares; ownership remains above 2.19 million shares.

The reported transactions are routine open-market dispositions by a director, documented across three dates with per-share prices ranging from $8.1324 to $8.2327. The filings show a step-down in beneficial ownership from 2,219,219 to 2,195,211 shares after the trades. There are no derivative transactions or plan-based sale disclosures included in the form text, and no additional commentary explaining purpose or use of proceeds. For investors, these are transparent insider sales but the filing alone does not indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: Properly executed Form 4 disclosing multiple insider sales; disclosure appears complete but lacks contextual explanation.

The Form 4 identifies the reporting person as a director and lists three sale transactions with dates, share counts, and prices, and includes a manual signature. The absence of an indicated Rule 10b5-1 plan or other explanatory note means the form does not document whether the sales were pre-scheduled. From a governance perspective, the filing meets Section 16 reporting requirements but provides no additional governance context.

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^*

Sondergaard Niels

(Last) (First) (Middle)

CARIT ETLARS VEJ 17A

8700 HORSENS

(Street)

DENMARK

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Coda Octopus Group, Inc. [ CODA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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
Common Stock	09/19/2025		S		32,362	D	$8.2327	2,219,219	D
Common Stock	09/22/2025		S		16,995	D	$8.2034	2,202,224	D
Common Stock	09/23/2025		S		7,013	D	$8.1324	2,195,211	D

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

Explanation of Responses:

	/s/ Niels Sondergaard	09/23/2025
	** 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 transactions did Niels Sondergaard report on the CODA Form 4?

He reported three open-market sales: 32,362 shares on 09/19/2025 at $8.2327, 16,995 shares on 09/22/2025 at $8.2034, and 7,013 shares on 09/23/2025 at $8.1324.

How many CODA shares does the reporting director own after these sales?

Following the reported transactions the director's beneficial ownership is reported as 2,195,211 shares.

Does the Form 4 state that the sales were made under a 10b5-1 trading plan?

No. The filing text does not include a statement indicating the transactions were made pursuant to a Rule 10b5-1 plan.

Were any derivative securities reported on this Form 4 for CODA?

No. Table II (derivative securities) contains no reported transactions or holdings in the provided content.

Who signed the Form 4 for these CODA transactions?

The Form 4 is signed by /s/ Niels Sondergaard with a signature date of 09/23/2025.