MindMed Insider Sale: 7,704 Shares Sold Under 10b5-1 Plan; 430,625 Shares Still Owned

Rhea-AI Filing Summary

Dan Karlin, Chief Medical Officer of Mind Medicine (MNMD), reported a transaction dated 09/25/2025 in which 7,704 common shares were disposed of at $9.77 per share. The filing states these shares were sold to satisfy withholding tax obligations in connection with the settlement of vested restricted stock units under a Rule 10b5-1 plan adopted on June 14, 2022. After the reported disposition, the reporting person beneficially owns 430,625 common shares. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Karlin on 09/26/2025.

Positive

• Reporting person retains significant ownership: 430,625 common shares remain beneficially owned after the transaction
• Transaction executed under a Rule 10b5-1 plan: indicates pre-established trading arrangements for RSU tax withholding

Negative

• Disposition of shares: 7,704 common shares were sold on 09/25/2025 at $9.77 per share to cover withholding taxes

Insights

Securities Analyst

TL;DR: Routine sell-to-cover tax withholding; small disposition relative to holdings, leaving substantial beneficial ownership.

The Form 4 documents a non-derivative disposition of 7,704 common shares at $9.77 per share executed to satisfy tax withholding on vested restricted stock units. This is a common administrative transaction linked to equity compensation programs and a pre-established 10b5-1 plan, reducing the potential for signaling intent to trade. The reporting person retains 430,625 shares, which remains the primary datapoint for assessing insider alignment with shareholders.

Corporate Governance Expert

TL;DR: Transaction appears procedural under an established plan; disclosure is complete and consistent with Section 16 requirements.

The filing discloses that the sale was undertaken under a Rule 10b5-1 plan adopted June 14, 2022, and was used solely to satisfy withholding tax obligations tied to RSU settlement. The clear explanation and timely filing (signed 09/26/2025) align with disclosure best practices for insider transactions. No other changes in ownership structure or derivatives are reported.

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

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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^*

Karlin Daniel

(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 Medical 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)		7,704	D	$9.77	430,625	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 14, 2022.

	/s/Mark Sullivan, Attorney-in-Fact for Dan Karlin	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 MNMD insider Dan Karlin report on Form 4?

He reported a disposition of 7,704 common shares on 09/25/2025 at $9.77 per share to satisfy withholding tax obligations from vested RSUs.

How many MNMD shares does Dan Karlin beneficially own after the transaction?

430,625 common shares are reported as beneficially owned following the reported sale.

Why were the shares sold according to the Form 4?

The shares were sold to satisfy withholding tax obligations in connection with settlement of vested restricted stock units under a Rule 10b5-1 plan.

When was the Rule 10b5-1 plan referenced in the Form 4 adopted?

June 14, 2022 is the adoption date of the referenced Rule 10b5-1 plan.

Who signed the Form 4 filing for Dan Karlin?

Mark Sullivan, Attorney-in-Fact for Dan Karlin, signed the Form 4 on 09/26/2025.