MindMed Insider Mark Sullivan Disposes 11.5K Shares for Tax Withholding

Rhea-AI Filing Summary

Mind Medicine (MindMed) Inc. (MNMD) – Form 4 insider transaction:

Chief Legal Officer Mark Sullivan reported the sale of 11,491 common shares on 25-Jun-2025. The shares were automatically sold (transaction code “S”) to cover withholding-tax liabilities triggered by the settlement of vested RSUs. The disposition was executed under a Rule 10b5-1 plan adopted 14-Mar-2024, indicating the trade was pre-scheduled and not discretionary.

The weighted-average sales price was $6.80, with individual trades carried out between $6.67 and $7.03. After the sale, Sullivan directly owns 305,130 shares, meaning the transaction reduced his position by roughly 3.6 %. No derivative securities were involved, and the filing was signed on 26-Jun-2025.

• The activity appears routine, tax-driven and represents a small fraction of the executive’s holdings.
• Provides investors with an indicative trading range for MNMD at the end of June 2025.

Given the limited size and tax-related nature, the sale is unlikely to carry significant fundamental implications, though it is the first insider disposition tied to this RSU vesting cycle.

Positive

• Sale conducted under a Rule 10b5-1 plan, signalling pre-scheduled, compliance-oriented trading rather than discretionary selling.
• Executive retains 305,130 shares, maintaining substantial alignment with shareholders.

Negative

• Event still constitutes an insider sale, which some investors may view cautiously despite the tax-related rationale.

Insights

Securities Analyst

TL;DR: Small, tax-related sale under 10b5-1; minimal impact on insider ownership or investment thesis.

Sullivan’s 11,491-share sale amounts to roughly 3.6 % of his prior position and was executed solely to cover withholding taxes from RSU vesting. Use of a pre-arranged 10b5-1 plan limits signalling value, and the executive still holds more than 300 k shares, keeping his economic exposure largely intact. I view the event as neutral for valuation; it does, however, set a short-term price reference around $6.80.

Corporate Governance Expert

TL;DR: Governance-friendly execution; sale executed within policy safeguards, no red flags.

The filing checks key best-practice boxes: advance 10b5-1 adoption, clear disclosure of tax-withholding rationale, and prompt reporting. Such compliance demonstrates robust internal controls and mitigates concerns about opportunistic trading. Because the sale is policy-driven and relatively small, I assign a neutral impact from a governance standpoint.

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).

X

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^*

Sullivan Mark

(Last) (First) (Middle)

C/O MIND MEDICINE (MINDMED), INC.

ONE WORLD TRADE CENTER, SUITE 8500

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mind Medicine (MindMed) Inc. [ MNMD ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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
Common Shares	06/25/2025		S(1)		11,491	D	$6.8(2)	305,130	D

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:

1. Represents the number of Common Shares sold to satisfy withholding tax obligations in connection with the settlement of vested restricted stock units, pursuant to sell-to-cover elections under a Rule 10b5-1 plan adopted on March 14, 2024.

2. The reported price is a weighted average sales price. These shares were sold in multiple transactions on June 25, 2025 at prices ranging from $6.67 to $7.03. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Mark Sullivan	06/26/2025
	** 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

How many MNMD shares did Mark Sullivan sell?

He sold 11,491 common shares on 25-Jun-2025.

What was the average price of the shares sold?

The weighted-average sales price was $6.80, with a range of $6.67–$7.03.

Why were the shares sold by the MindMed Chief Legal Officer?

The shares were sold to cover withholding taxes related to vested RSUs under a sell-to-cover election.

Does Mark Sullivan still own MindMed shares after the sale?

Yes, he continues to hold 305,130 shares directly.

Was the transaction executed under a 10b5-1 plan?

Yes, the filing states it was executed under a Rule 10b5-1 plan adopted on 14-Mar-2024.