[Form 4] MIND TECHNOLOGY, INC Insider Trading Activity

Rhea-AI Filing Summary

MIND Technology, Inc. insider Robert P. Capps received an option grant to purchase 60,000 shares of common stock at an exercise price of $8.64 per share, with an exercise period through 10/06/2035. The grant was executed on 10/06/2025

The options vest in three equal installments: one-third on 10/06/2026, one-third on 10/06/2027, and one-third on 10/06/202810/08/2025.

Positive

• 60,000-option grant ties CEO compensation to long-term performance
• Staged vesting over three years (2026–2028) supports retention through key periods

Negative

• Potential dilution from 60,000 shares if options are exercised
• Long exercise window until 10/06/2035 delays clarity on timing of dilution

Insights

Compensation Governance Specialist

Grant aligns long-term pay with shareholder value over three-year vesting.

The award is an option to buy $8.64-strike common stock for 60,000 shares, exercisable through 10/06/2035. Vesting occurs in three equal tranches on 10/06/2026, 10/06/2027, and 10/06/2028, which ties realized value to multi-year performance.

This structure reduces near-term turnover risk by requiring continued service through at least 10/06/2026. Watch option exercise activity and any company disclosures about total shares outstanding to assess dilution over the next 12–36 months.

Corporate Finance Analyst

The grant creates a quantified potential dilution of 60,000 shares and a long exercise window.

The option grant represents a fixed right to purchase 60,000 shares at $8.64, exercisable until 10/06/2035. Without the current share count disclosed here, the absolute dilution cannot be calculated from this filing alone.

Investors should monitor future filings for exercises, cancellations, or additional equity grants over the next 1–10 years to evaluate cumulative dilution and the timing of any realized insider purchases.

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^*

CAPPS ROBERT P

(Last) (First) (Middle)

2002 TIMBERLOCH PLACE, SUITE 500

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIND TECHNOLOGY, INC [ MIND ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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

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
Option to Purchase Common Stock	$8.64	10/06/2025		A		60,000		(1)	10/06/2035	MII Common Stock	60,000	$8.64	60,000	D

Explanation of Responses:

1. Options vest 1/3 on October 6, 2026, 1/3 on October 6, 2027 and 1/3 October 6, 2028.

	/s/ Robert P. Capps, Attorney- in-Fact for Robert P. Capps	10/08/2025
	** 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 did MIND (MIND) report on Form 4 for Robert P. Capps?

The Form 4 reports an option grant for 60,000 shares at an exercise price of $8.64, dated 10/06/2025, exercisable through 10/06/2035.

How do the options awarded to the CEO vest?

The options vest in three equal installments: one-third on 10/06/2026, one-third on 10/06/2027, and one-third on 10/06/2028.

Who filed the Form 4 for the option grant at MIND?

The reporting person is Robert P. Capps, identified as the President and CEO; the form was signed on 10/08/2025.

What is the exercise price and expiration for the options?

The exercise price is $8.64 per share and the options expire on 10/06/2035.

Does this Form 4 show exercised or sold shares by the CEO?

No; the Form 4 reports an option grant (acquisition) of 60,000 options, not exercised or sold shares.