SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 6-K

Report of Foreign Private ~~Issuer~~ ~~Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934~~Issuer

~~For~~Pursuant ~~the~~to ~~month~~Rule of13a-16 ~~March,~~or ~~2025~~15d-16 ~~Commission~~of ~~File~~the ~~Number:~~Securities ~~000-31215~~Exchange Act of 1934

For the month of May, 2025
Commission File Number: 000-31215

MIND C.T.I. LTD.

(Translation of registrant'’s name into English)

2 HaCarmel ~~Street~~St., Yoqneam Illit 2066724, Israel

(Address of principal executive offices)

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

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): N/A

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐ No ☒

If "“Yes"” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

INCORPORATION BY REFERENCE

The Registrant’s GAAP financial statements attached to the press release in Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into: (i) the Registrant’s Registration Statement on Form S-8, Registration No. 333-181383; (ii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-117054; (iii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-100804; and (iv) the Registrant’s Registration Statement on Form S-8, Registration No. 333-54632.

CONTENTS

This report on Form 6-K of the registrant consists of the following ~~Exhibits~~ Exhibit, which ~~are~~is attached hereto and incorporated by reference herein:

~~99.1 Notice of and Proxy Statement for~~ MIND ~~C.T.I.~~CTI ~~Ltd.~~Reports ~~Annual~~First ~~General~~Quarter ~~Meeting of Shareholders to be held May 6,~~ 2025. Results

~~99.2 Form of MIND C.T.I. Ltd. Proxy Card.~~1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 25, 2025 By Order of the Board of Directors, /s/ Ariel Glassner Title: Ariel Glassner Chief Executive Officer

Date: May 6, 2025	By Order of the Board of Directors,

	/s/ Ariel Glassner
	Title:	Ariel Glassner
		Chief Executive Officer

EXHIBIT INDEX

Exhibit ~~No.~~ Number Description of Exhibit

99.1	Notice of and Proxy Statement for MIND C.T.I. Ltd. Annual General Meeting of Shareholders to be held May 6, 2025.
99.2	Form of MIND C.T.I. Ltd. Proxy Card.

1.	MIND CTI Reports First Quarter 2025 Results

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