Mynd.ai (MYND) adds 106M shares to equity plan amid evergreen boosts

Rhea-AI Filing Summary

Mynd.ai, Inc. reports that its Board approved an amendment to the Mynd.ai, Inc. Equity Incentive Plan, adding a one-time increase of 106,000,000 Ordinary Shares available for issuance as equity awards. Each American Depositary Share (ADS) represents ten Ordinary Shares.

This new pool is in addition to automatic increases of 27,731,110 Ordinary Shares on January 1, 2025 and 28,374,850 Ordinary Shares on January 1, 2026 under the Plan’s evergreen provision, which allows an annual increase of up to five percent of fully diluted Ordinary Shares or a smaller amount set by the Board. The report is incorporated by reference into existing Form S-8 and Form F-3 registration statements.

Key Figures

One-time plan increase: 106,000,000 Ordinary Shares Evergreen increase 2025: 27,731,110 Ordinary Shares Evergreen increase 2026: 28,374,850 Ordinary Shares +2 more

5 metrics

One-time plan increase 106,000,000 Ordinary Shares Board-approved amendment on June 17, 2026

Evergreen increase 2025 27,731,110 Ordinary Shares Automatic plan increase on January 1, 2025

Evergreen increase 2026 28,374,850 Ordinary Shares Automatic plan increase on January 1, 2026

Evergreen cap 5% of fully diluted Ordinary Shares Annual maximum increase under evergreen provision

ADS ratio 1 ADS = 10 Ordinary Shares Structure of Mynd.ai American Depositary Shares

Key Terms

Equity Incentive Plan, American Depositary Shares, Evergreen Provision, forward-looking statements

4 terms

Equity Incentive Plan financial

"maintains the Mynd.ai, Inc. Equity Incentive Plan (the "Plan")"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

American Depositary Shares financial

"a corresponding number of the Company's American Depositary Shares (the "ADSs")"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Evergreen Provision financial

"due to the evergreen provision of the Plan (the “Evergreen Provision”)"

An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.

forward-looking statements regulatory

"Certain statements made in this Report on Form 6-K are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/23/2026 - 04:43 PM Accepted by SEC EDGAR 06/23/2026 - 04:42 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission file number: 001-38203

Mynd.ai, Inc.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

Maples Corporate Services Limited,

PO Box 309,

Ugland House,

Grand Cayman KY1-1104

Cayman Islands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Yes Form 40-F ☐ No

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Mynd.ai, Inc. (the "Company") maintains the Mynd.ai, Inc. Equity Incentive Plan (the "Plan"), under which the Company may grant equity awards covering its ordinary shares, par value $0.001 per share ("Ordinary Shares"), together with a corresponding number of the Company's American Depositary Shares (the "ADSs"). Each ADS represents ten (10) Ordinary Shares.

On June 17, 2026, the Company's Board of Directors (the "Board") approved an amendment to the Plan (the "Amendment") to increase the number of Ordinary Shares available for issuance under the Plan by a one-time amount of 106,000,000 Ordinary Shares.

This increase of 106,000,000 Ordinary Shares available for issuance under the Plan which has been implemented by the Amendment is in addition to the increases of 27,731,110 Ordinary Shares and 28,374,850 Ordinary Shares available for issuance under the Plan which occurred on January 1, 2025 and January 1, 2026, respectively, due to the evergreen provision of the Plan (the “Evergreen Provision”). Pursuant to the Evergreen Provision, the number of Ordinary Shares available for issuance under the Plan is subject to an automatic annual increase, on the first day of each calendar year during the term of the Plan, equal to the lesser of: (i) five percent (5%) of the number of Ordinary Shares outstanding, on a fully diluted basis, on the last day of the immediately preceding fiscal year; and (ii) such smaller number of shares as the Board may determine in its discretion.

This Report on Form 6-K shall be deemed to be incorporated by reference into the Company’s registration statements: (i) on Form S-8 (Registration Number: 333-278480); and (ii) on Form F-3 (Registration Number: 333-280853), each as filed with the U.S. Securities and Exchange Commission and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Forward-Looking Statements

Certain statements made in this Report on Form 6-K are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “plan,” “will,” “believe,” “anticipate,” “doubt,” “expect,” “intend,” and similar terms and phrases are used in this Report on Form 6-K to identify forward-looking statements. Actual results may differ materially from the results anticipated by the Company’s forward-looking statements due to certain risks, uncertainties and other factors described under the heading “Risk Factors” in the Company’s filings with the Securities and Exchange Commission. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements, and the Company assumes no obligation to update these forward-looking statements, even if new information becomes available in the future.

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, thereunto duly authorized.            

			Mynd.ai, Inc.
			By:			/s/ Arthur Giterman
			Name:			Arthur Giterman
Date: June 23, 2026			Title:			Chief Executive Officer & Chief Financial Officer

FAQ

What did Mynd.ai (MYND) change in its equity incentive plan?

Mynd.ai’s Board approved a one-time increase of 106,000,000 Ordinary Shares available under its Equity Incentive Plan. This expands the pool of shares that can be used for future equity awards to employees, directors, and other eligible participants.

How many additional shares has Mynd.ai added to its plan in recent years?

In addition to the new 106,000,000 Ordinary Shares, the plan increased by 27,731,110 shares on January 1, 2025 and 28,374,850 shares on January 1, 2026. These earlier increases came from the plan’s automatic evergreen provision mechanism.

What is the evergreen provision in Mynd.ai’s Equity Incentive Plan?

The evergreen provision automatically increases available shares each January 1 during the plan’s term. The annual increase equals the lesser of five percent of fully diluted Ordinary Shares outstanding at the prior year-end or a smaller amount chosen by the Board in its discretion.

How are Mynd.ai’s American Depositary Shares (ADSs) structured?

Each Mynd.ai American Depositary Share (ADS) represents ten Ordinary Shares with a par value of $0.001 per share. Equity awards under the plan can cover Ordinary Shares along with a corresponding number of ADSs, aligning U.S. investors with underlying Cayman Islands shares.

How does this 6-K relate to Mynd.ai’s existing SEC registrations?

This report is incorporated by reference into Mynd.ai’s effective registration statements on Form S-8 and Form F-3. That means information about the equity plan amendment becomes part of those existing registrations for securities issued or offered under them.