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

Rhea-AI Filing Summary

NVIDIA Corp (NVDA) ‒ Form 144 filed for CEO Jensen Huang

The notice covers a planned sale of 75,000 common shares through Charles Schwab on, or after, 21-Jul-2025. At the reference price used in the filing, the block is valued at roughly $12.93 million. The shares were obtained via option exercise on 08-Sep-2023 and will be sold on Nasdaq. NVIDIA reports 24.4 billion shares outstanding, so the proposed sale represents about 0.06 % of the float.

The form also discloses extensive recent insider activity: from 20-Jun-2025 to 18-Jul-2025, Huang executed 20 trades totaling 1.425 million shares (50-75 k per day) for aggregate gross proceeds of roughly $228 million. The filing reiterates that the insider possesses no undisclosed material information and may be acting under a Rule 10b5-1 trading plan.

Although the percentage of total shares is small, the continued cadence of CEO sales can influence sentiment and will be tracked closely by investors watching insider-ownership trends.

Positive

• None.

Negative

• Continued insider selling: CEO Jensen Huang has already liquidated 1.425 M shares (~$228 M) in the past month and plans to divest another 75 k shares, which may pressure sentiment.

Insights

Securities Analyst

TL;DR: Regular-sized sale by CEO; cadence of insider selling may weigh on optics but is immaterial to float.

The additional 75 k-share sale is minor versus NVIDIA’s multi-billion-share base. However, cumulative sales of 1.5 million shares in one month, worth >$240 M, draw attention because they come from the founder-CEO. The disclosure follows Rule 10b5-1 protocols, limiting information risk. From a valuation standpoint, the transactions do not affect fundamentals, yet persistent insider selling can create headline pressure and feed profit-taking narratives after NVDA’s sharp run-up. Overall impact: neutral.

Corporate Governance Expert

TL;DR: Sales appear 10b5-1-driven; governance concerns low but investor optics moderately negative.

Huang’s plan disclosure, statement of no MNPI, and incremental size align with compliance best practices. The volume sold over the last month remains modest relative to his overall stake, preserving alignment. Nonetheless, large dollar proceeds and rapid cadence can raise governance questions about board oversight of trading plans. Investors should watch future filings for pattern persistence.

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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): July 17, 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 550,
The Woodlands, Texas				77380
(Address of principal executive offices)				(Zip Code)

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

Not Applicable

(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 - $0.01 par value per share	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 5.07         Submission of Matters to a Vote of Security Holders.

On Juily 17, 2025, at the 2025 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of MIND Technology, Inc., a Delaware corporation (the “Company”), stockholders were requested to (1) elect five individuals to serve on the Board of Directors of the Company until the next annual meeting of stockholders, each until their respective successors are duly elected and qualified; (2) approve an amendment to the MIND Technology, Inc. Amended and Restated Stock Awards Plan (the “Plan” or the “Stock Awards Plan”) to increase the number of shares authorized for issuance by 400,000 shares (the “Fifth Amendment”); (3) approve, on an advisory basis, Named Executive Officer compensation; and (4) ratify the selection by the Audit Committee of the Board of Directors of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. Each proposal is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 30, 2025.

The results of voting on the proposals submitted to vote of the Company's stockholders are set forth below.

1.    The election of five individuals to serve on the Board of Directors until the next annual meeting of stockholders, to hold office until their respective successors are duly elected and qualified. All nominees were re-elected as directors by the votes indicated:

Nominee	Voted For	Votes Withheld	Broker Non-Votes
Peter H. Blum	1,754,962	810.695	2,663,815
Robert P. Capps	2,445,608	120,049	2,663,815
William H. Hilarides	2,365,606	200,051	2,663,815
Thomas S. Glanville	2,353,319	212,338	2,663,815
Alan P. Baden	2,063,700	501,957	2,663,815

2. The approval of the Fifth Amendment to the Stock Awards Plan:

Voted For	Voted Against	Abstentions	Broker Non-Votes
2,268,631	269,500	27,526	2,663,815

3. The approval, on an advisory basis, of Named Executive Officer compensation:

Voted For	Voted Against	Abstentions	Broker Non-Votes
2,409,633	110,724	45,300	2,663,815

4. The ratification of the selection of Moss Admas LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026:

Voted For	Voted Against	Abstentions	Broker Non-Votes
5,057,394	27,121	144,957	—

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.
July 21, 2025		By:	/s/ Robert P. Capps
			Name: Robert P. Capps
			Title: President and Chief Executive Officer

FAQ

How many NVDA shares does Jensen Huang plan to sell in the new Form 144?

75,000 common shares are scheduled for sale.

What is the estimated market value of the planned 75k-share sale?

The filing lists an aggregate value of approximately $12.93 million.

How many NVIDIA shares has Huang sold in the past three months?

The form reports 1,425,000 shares sold between 20-Jun-25 and 18-Jul-25.

What were the gross proceeds from those prior insider sales?

Gross proceeds total about $228 million across 20 transactions.

When were the shares to be sold originally acquired?

They were acquired via option exercise on 08-Sep-2023.

Does the filing reference a Rule 10b5-1 trading plan?

Yes. The signature section affirms compliance if a plan was adopted, indicating trades may occur under Rule 10b5-1.

What percentage of NVIDIA’s outstanding shares does the new block represent?

Approximately 0.06 % of the reported 24.4 billion shares outstanding.