MNMD CEO Robert Barrow sell-to-cover 25,797 shares at $9.77

Rhea-AI Filing Summary

Robert Barrow, Chief Executive Officer and director of Mind Medicine (MindMed) Inc. (MNMD), reported a sale of 25,797 common shares on 09/25/2025 at a price of $9.77 per share. The filing states the shares were sold to satisfy withholding tax obligations arising from the settlement of vested restricted stock units, executed under a Rule 10b5-1 plan adopted on June 15, 2022.

Following the transaction, Mr. Barrow beneficially owned 804,268 shares. The Form 4 was signed by an attorney-in-fact on 09/26/2025 and was filed as a single reporting person filing. The disclosure lists this as a routine sell-to-cover related to RSU vesting rather than an open-market discretionary sale.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-established instructions and reduced timing concerns
• Insider retained a substantial ownership position of 804,268 shares after the sell-to-cover

Negative

• Shares were sold, though the filing states the sale was solely to cover tax withholding obligations

Insights

Corporate Governance Expert

TL;DR: Routine sell-to-cover of vested RSUs under a 10b5-1 plan, typical tax-related disposition by an insider.

The reported transaction is consistent with standard insider practices to satisfy tax withholding when restricted stock units vest. The use of a Rule 10b5-1 plan indicates pre-established instructions for executing transactions, which supports procedural compliance and reduces concerns about opportunistic timing. The remaining beneficial ownership of 804,268 shares preserves meaningful insider exposure while reflecting normal portfolio management following equity compensation events.

Securities Analyst

TL;DR: No material change to ownership stake; transaction reflects tax withholding rather than a signal of reduced conviction.

The sale of 25,797 shares at $9.77 is explicitly described as a sell-to-cover to satisfy withholding taxes from vested RSUs. Because the sale size is small relative to the reported post-transaction holdings, it is unlikely to be materially dilutive or indicative of insider concern. Investors should note the transaction date and that it was executed under an established 10b5-1 plan, which typically mitigates concerns about selective disclosure timing.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Barrow Robert

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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	09/25/2025		S(1)		25,797	D	$9.77	804,268	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 June 15, 2022.

	/s/ Mark Sullivan, Attorney-in-Fact for Robert Barrow	09/26/2025
	** 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

What did MindMed (MNMD) insider Robert Barrow sell on 09/25/2025?

He sold 25,797 common shares at $9.77 per share to satisfy withholding tax from vested RSUs.

Why were the shares sold by the MNMD reporting person?

The Form 4 states the sale was a sell-to-cover to satisfy tax withholding obligations from settled restricted stock units under a Rule 10b5-1 plan.

How many MindMed shares does Robert Barrow beneficially own after the transaction?

He beneficially owned 804,268 shares following the reported transaction.

Was the sale part of an open-market trade or an automated plan?

The filing indicates the sale was executed pursuant to a Rule 10b5-1 plan adopted on June 15, 2022 (sell-to-cover elections).

Who signed the Form 4 for Robert Barrow and when was it filed?

The Form 4 was signed by Mark Sullivan, Attorney-in-Fact for Robert Barrow and dated 09/26/2025.