Coda Octopus (CODA) 10% holder reports sales and 100,000-share gift

Rhea-AI Filing Summary

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.

Insider Trade Summary

Net Seller: 86,254 shares ($1,289,167)

Net Sell 9 txns

Insider Emerson John Steven

Role null

Sold 86,254 shs ($1.29M)

Type	Security	Shares	Price	Value
Gift	Common Stock	100,000	$0.00	--
Sale	Common Stock	79,254	$14.99	$1.19M
Sale	Common Stock	1,000	$14.45	$14K
Sale	Common Stock	3,000	$14.45	$43K
Sale	Common Stock	3,000	$14.45	$43K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 113,250 shares (Indirect, Emerson 1993 Family Trust)

Footnotes (1)

Key Figures

Shares sold: 86,254 shares Gifted shares: 100,000 shares Sale price: $14.45 per share +2 more

5 metrics

Shares sold 86,254 shares Aggregate open-market sales of Common Stock

Gifted shares 100,000 shares Bona fide gift by Emerson 1993 Family Trust

Sale price $14.45 per share Open-market sales by certain IRAs

Sale price $14.99 per share Open-market sale by Emerson 1993 Family Trust

Emerson Partners balance 309,928 shares Indirect Common Stock holding after reported sale

Key Terms

open-market sale, bona fide gift, indirect ownership, IRA, +1 more

5 terms

open-market sale financial

"transaction_action: "open-market sale" for several Common Stock entries"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

bona fide gift financial

"transaction_code_description: "Bona fide gift" for 100,000-share disposition"

indirect ownership financial

"ownership_type: "indirect" and ownership_code: "I" on each transaction"

IRA financial

"nature_of_ownership includes "IRA" for multiple family accounts"

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

family trust financial

"nature_of_ownership: "Emerson 1993 Family Trust" on sales and gift"

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

X

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^*

Emerson John Steven

(Last) (First) (Middle)

1522 ENSLEY AVENUE

(Street)

LOS ANGELES CALIFORNIA 90024

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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

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

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

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	03/11/2026		G		100,000	D	$0	113,250	I	Emerson 1993 Family Trust
Common Stock	03/11/2026		S		79,254	D	$14.99	33,996	I	Emerson 1993 Family Trust
Common Stock								217,081	I	Steven Emerson IRA R/O II
Common Stock								350,000	I	J. Steven Emerson Roth IRA
Common Stock								49,328	I	Brian Emerson IRA
Common Stock	03/11/2026		S		1,000	D	$14.45	309,928	I	Emerson Partners
Common Stock	03/11/2026		S		3,000	D	$14.45	5,286	I	Jill Meadows IRA
Common Stock	03/11/2026		S		3,000	D	$14.45	5,286	I	Alleghany Meadows IRA
Common Stock								144,073	I	Emerson Family Foundation

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/ John Steven Emerson	04/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did CODA’s 10% owner report in this Form 4?

The Form 4 shows Coda Octopus 10% owner John Steven Emerson reporting several indirect open-market sales of Common Stock and a large bona fide gift, all executed through family-related entities such as IRAs, a family trust, and a partnership rather than in his personal name.

How many Coda Octopus (CODA) shares were sold in the reported transactions?

The filing aggregates open-market sales of 86,254 shares of Coda Octopus Common Stock. These sales occurred through multiple indirect accounts, including IRAs, a family trust, and a partnership, and were reported at per-share prices around $14.45 and $14.99 on the transaction date.

What size of share gift did the Emerson 1993 Family Trust report for CODA?

The Emerson 1993 Family Trust reported a bona fide gift of 100,000 shares of Coda Octopus Common Stock at a stated price of $0.00 per share. This disposition is characterized as a non-market transfer, separate from the open-market sales reported for other family-related entities.

Were the CODA transactions made directly by John Steven Emerson or by entities?

All Coda Octopus transactions in this Form 4 are reported as indirect holdings or dispositions. They are attributed to entities such as the Emerson 1993 Family Trust, Emerson Partners, and various IRAs, with Emerson listed as the reporting person rather than transacting in his direct personal account.

At what prices were the CODA shares sold in the open-market transactions?

The open-market sales of Coda Octopus Common Stock were reported at per-share prices of about $14.45 and $14.99. These prices apply to different blocks of shares sold by several indirect family-related accounts, including IRAs and a family trust, on the same transaction date.