[8-K] MIND Technology Inc. Series A 9.00% Series A Cumulative Preferred Stock (DE) Reports Material Event

Rhea-AI Filing Summary

MIND Technology, Inc. furnished a Current Report on Form 8-K stating that on September 9, 2025 the company issued a press release announcing its financial results for the fiscal quarter ended July 31, 2025 and the date/time for a related conference call. The filing notes the press release includes non-GAAP measures and that quantitative reconciliations to the most directly comparable GAAP measures are provided in the press release pursuant to Regulation G. The company characterizes the disclosure as furnished (not filed) and includes a standard cautionary note on forward-looking statements. A copy of the press release is attached as Exhibit 99.1.

Positive

• Press release furnished as Exhibit 99.1 announcing fiscal quarter results and a conference call
• Non-GAAP measures addressed with stated quantitative reconciliations to GAAP in the press release (Regulation G)

Negative

• No financial figures or metrics are included in the 8-K text itself, requiring review of Exhibit 99.1 for substantive detail

Insights

Securities Analyst

TL;DR: Routine 8-K furnishing an earnings press release; contains non-GAAP reconciliations and forward-looking disclaimers.

This 8-K is procedural: it furnishes the company’s quarter-end results press release and confirms inclusion of non-GAAP metrics with reconciliations as required by Regulation G. The filing explicitly states the materials are "furnished, not filed," limiting Exchange Act Section 18 liability and non-incorporation by reference into other filings unless specified. No financial figures or trends are disclosed in the 8-K text itself, so material assessment must rely on the attached press release.

Corporate Governance Expert

TL;DR: Governance and disclosure practices appear consistent with SEC rules; standard forward-looking statement language included.

The report follows standard disclosure mechanics: furnishing Exhibit 99.1, noting non-GAAP treatment and providing the customary caution about forward-looking statements and associated risks referenced to other SEC filings. The filing does not raise governance flags but does not provide substantive operational or financial detail within the 8-K narrative itself.

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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): September 9, 2025

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-13490		76-0210849
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)
2002 Timberloch Place, Suite 400,
The Woodlands, Texas				77380
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (281) 353-4475

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:

☐ 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	MIND	The NASDAQ Stock Market LLC

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 2.02 Results of Operation and Financial Condition.

On September 9, 2025, MIND Technology, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended July 31, 2025. The date and time for a conference call discussing the earnings are also included in the press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.02.

The Company’s press release contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided within the press release quantitative reconciliations of certain non-GAAP financial measures to the most directly comparable GAAP financial measures.

The information in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference into Item 2.02) is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD Disclosure.

On September 9, 2025, the Company issued a press release announcing its financial results for the fiscal quarter ended July 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into Item 7.01. The information set forth under Item 2.02 above regarding the press release is incorporated herein by reference.

The information in this Item 7.01 (including the press release attached as Exhibit 99.1 and incorporated by reference into Item 7.01) is being furnished, not filed, for purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act unless specifically identified therein as being incorporated therein by reference.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K (especially in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”), and other risks and uncertainties listed from time to time in the Company’s other filings with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

Item 9.01 Financial Statements and Exhibits.

	Exhibit Number	Description
(d) Exhibits.	99.1	MIND Technology, Inc. press release dated September 9, 2025.
	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.

		MIND Technology, Inc.
September 9, 2025		By:	/s/ Robert P. Capps
			Name: Robert P. Capps
			Title: President and Chief Executive Officer

FAQ

What did the MINDP 8-K filed September 9, 2025 disclose?

The 8-K furnished a press release announcing MIND Technology's financial results for the quarter ended July 31, 2025 and the date/time of a conference call; the release is Exhibit 99.1.

Does the 8-K for MINDP include non-GAAP information?

Yes. The filing states the press release contains non-GAAP financial measures and that quantitative reconciliations to the most comparable GAAP measures are provided in the press release under Regulation G.

Is the information in the MINDP 8-K considered "filed" with the SEC?

No. The company states the press release and related information are "furnished, not filed," and thus are not subject to Section 18 liabilities and are not incorporated by reference into other filings unless explicitly identified.

Where can I find the actual financial results referenced in the 8-K?

The detailed financial results and reconciliations are in the press release attached as Exhibit 99.1 to the 8-K; the 8-K text does not contain numeric results.

Does the 8-K include forward-looking statements?

Yes. The filing includes a standard cautionary statement that certain statements are forward-looking and subject to risks and uncertainties described in the company's SEC filings.