Coda Octopus stake hits 6.05% for Bryan Ezralow

Coda Octopus Group, Inc. (CODA) has an updated Schedule 13G/A (Amendment No. 5) reporting the ownership of Bryan Ezralow and the Bryan Ezralow 1994 Trust.

Rhea-AI Filing Summary

Coda Octopus Group, Inc. (CODA) has an updated Schedule 13G/A (Amendment No. 5) reporting the ownership of Bryan Ezralow and the Bryan Ezralow 1994 Trust. Bryan Ezralow is reported to beneficially own 682,641 shares of common stock, representing 6.05% of the outstanding shares, based on 11,280,754 shares outstanding as of June 15, 2026. Of this amount, 653,708 shares are held by the Bryan Ezralow 1994 Trust, over which he has sole voting and dispositive power, and 28,933 shares are held by the Ezralow Marital Trust, over which he shares voting and dispositive power. Separately, the 1994 Trust itself is reported as a beneficial owner of 653,708 shares, or 5.79% of the same share base, with sole voting and dispositive power.

Key Figures

Beneficial ownership (Bryan Ezralow): 682,641 shares Ownership percentage (Bryan Ezralow): 6.05% Shares held by Bryan Ezralow 1994 Trust: 653,708 shares +3 more

6 metrics

Beneficial ownership (Bryan Ezralow) 682,641 shares Beneficially owned common stock of Coda Octopus Group, Inc.

Ownership percentage (Bryan Ezralow) 6.05% Percent of CODA common stock outstanding based on 11,280,754 shares

Shares held by Bryan Ezralow 1994 Trust 653,708 shares Shares of CODA common stock held directly by the 1994 Trust

Ownership percentage (1994 Trust) 5.79% Percent of CODA common stock outstanding held by the 1994 Trust

Shared voting and dispositive power (Marital Trust) 28,933 shares CODA shares held by the Ezralow Marital Trust with shared power

Shares outstanding (CODA) 11,280,754 shares Common stock outstanding as of June 15, 2026

Key Terms

beneficially owns, Sole Voting Power, Shared Dispositive Power, Percent of class, +1 more

5 terms

beneficially owns financial

"Bryan Ezralow beneficially owns 682,641 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Sole Voting Power financial

"5 | Sole Voting Power 653,708.00 6 | Shared Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Shared Dispositive Power financial

"8 | Shared Dispositive Power 28,933.00 9 682,641.00"

Percent of class financial

"(b) | Percent of class: The information required by this Item 4"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

Schedule 13G/A regulatory

""form_type": "SCHEDULE 13G/A""

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

FAQ

What percentage of Coda Octopus Group, Inc. (CODA) does Bryan Ezralow beneficially own?

Bryan Ezralow beneficially owns 6.05% of Coda Octopus Group’s common stock, representing 682,641 shares, calculated using 11,280,754 shares outstanding as of June 15, 2026, as reported in the company’s Form 10-Q for the quarter ended April 30, 2026.

How many CODA shares are held by the Bryan Ezralow 1994 Trust?

The Bryan Ezralow 1994 Trust beneficially owns 653,708 shares of Coda Octopus Group common stock, representing 5.79% of the outstanding shares, with sole voting and sole dispositive power over all of these shares.

What portion of Bryan Ezralow’s CODA holdings are held through the Ezralow Marital Trust?

Of Bryan Ezralow’s total 682,641 beneficially owned CODA shares, 28,933 shares are held by the Ezralow Marital Trust, over which he shares both voting and dispositive power.

What share count did CODA use to calculate the ownership percentages in this Schedule 13G/A?

The ownership percentages are based on 11,280,754 shares of Coda Octopus Group common stock outstanding as of June 15, 2026, as reported in the company’s Form 10-Q for the quarterly period ended April 30, 2026.

Who are the reporting persons in this Schedule 13G/A for CODA?

The reporting persons are Bryan Ezralow and the Bryan Ezralow 1994 Trust u/t/d December 22, 1994. Both report beneficial ownership of Coda Octopus Group common stock, with a joint filing agreement attached as Exhibit 99.1.

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Available on EDGAR 08/28/2026 - 09:30 PM Accepted by SEC EDGAR 08/28/2026 - 09:29 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Coda Octopus Group, Inc.

(Name of Issuer)

Common stock, $0.001 par value per share

(Title of Class of Securities)

19188U206

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 19188U206

1

Names of Reporting Persons

Ezralow Bryan Ross

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 653,708.00
6	Shared Voting Power 28,933.00
7	Sole Dispositive Power 653,708.00
8	Shared Dispositive Power 28,933.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

682,641.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.05 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Bryan Ezralow beneficially owns 682,641 shares of Common Stock, of which 653,708 shares are held by the Bryan Ezralow 1994 Trust u/t/d December 22, 1994, of which Mr. Ezralow is the sole trustee, and 28,933 shares are held by the Ezralow Marital Trust, over which Mr. Ezralow shares voting and dispositive power. (2) Calculated based upon a total of 11,280,754 shares of Common Stock outstanding as of June 15, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2026, filed with the Securities and Exchange Commission on June 15, 2026.

SCHEDULE 13G

CUSIP Number(s): 19188U206

1

Names of Reporting Persons

Bryan Ezralow 1994 Trust u/t/d December 22, 1994

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 653,708.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 653,708.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

653,708.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.79 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) The 1994 Trust beneficially owns 653,708 shares of Common Stock, all of which are held directly by the 1994 Trust. (2) Calculated based upon a total of 11,280,754 shares of Common Stock outstanding as of June 15, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2026, filed with the Securities and Exchange Commission on June 15, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Coda Octopus Group, Inc.
(b)	Address of issuer's principal executive offices: 3300 S. Hiawassee Rd., Suite 104-105 ORLANDO FL 32835
Item 2.
(a)	Name of person filing: Bryan Ezralow and Bryan Ezralow 1994 Trust u/t/d December 22, 1994
(b)	Address or principal business office or, if none, residence: 23622 Calabasas Road, Suite 200 Calabasas, CA 91302
(c)	Citizenship: US
(d)	Title of class of securities: Common stock, $0.001 par value per share
(e)	CUSIP No.: 19188U206
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this Item 4 is set forth in Rows 5 through 9 and Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)	Percent of class: The information required by this Item 4 is set forth in Rows 5 through 9 and Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this Item 4 is set forth in Rows 5 through 9 and Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by this Item 4 is set forth in Rows 5 through 9 and Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this Item 4 is set forth in Rows 5 through 9 and Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this Item 4 is set forth in Rows 5 through 9 and Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ezralow Bryan Ross

Signature:	Bryan Ezralow
Name/Title:	Bryan Ezralow
Date:	08/28/2026

Bryan Ezralow 1994 Trust u/t/d December 22, 1994

Signature:	Bryan Ezralow
Name/Title:	Bryan Ezralow, Trustee
Date:	08/28/2026

Exhibit Information

Joint Filing Agreement attached as Exhibit 99.1