UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~August~~September 289, 2025

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~001-13490~~	76001-~~0210849~~13490	76-0210849
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction		(Commission	(I.R.S. Employer
of incorporation)		File Number)	Identification No.)
2002 Timberloch Place, Suite 400,
The Woodlands, Texas			77380
(Address of principal executive offices)			(Zip Code)

2002 Timberloch Place, Suite 400
The Woodlands, Texas	77380
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(281) 353-4475

~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code:~~since ~~281-353-4475~~last report

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock	MIND	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ~~Emerging growth company ☐~~

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102 ~~Entry~~Results ~~into~~of aOperation ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~Equity~~On ~~Distribution~~September ~~Agreement~~9, 2025, MIND Technology, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended July 31, 2025. The date and time for a conference call discussing the earnings are also included in the press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.02.

OnThe ~~August 28,~~Company’s ~~2025,~~press ~~MIND~~release ~~Technology,~~contains ~~Inc.~~non-GAAP ~~(the~~financial ~~“Company”)~~measures. ~~entered~~Generally, ~~into~~a annon-GAAP ~~equity~~financial ~~distribution~~measure ~~agreement~~is ~~(the~~a ~~“Sales~~numerical ~~Agreement”)~~measure ~~with~~of ~~Lucid~~a ~~Capital~~company’s ~~Markets~~performance, ~~LLC~~financial ~~(the “Agent”)~~position, ~~pursuant~~or tocash ~~which~~flows ~~the~~that ~~Company~~either ~~may~~excludes ~~offer~~or ~~and~~includes ~~sell~~amounts upthat toare ~~$25.0~~not ~~million~~normally ofexcluded ~~shares~~or ~~(the~~included ~~“Shares”)~~in of the ~~Company’s~~most ~~common~~directly ~~stock,~~comparable ~~par~~measure ~~value~~calculated ~~$0.01~~and ~~per~~presented ~~share,~~in ~~from~~accordance ~~time~~with toUnited ~~time~~States ~~through~~generally ~~the~~accepted ~~Agent~~accounting ~~(the~~principles, ~~“Offering”)~~or GAAP. ~~The~~Pursuant ~~Company intends~~ to ~~use~~ the ~~net~~requirements ~~proceeds~~of ~~from~~Regulation G, the ~~Offering~~Company ~~for~~has ~~general~~provided ~~corporate~~within ~~purposes,~~the ~~which~~press ~~may~~release ~~include,~~quantitative ~~among~~reconciliations ~~other~~of ~~things,~~certain ~~future~~non-GAAP ~~acquisitions,~~financial ~~the~~measures ~~financing~~to ofthe ~~capital~~most ~~expenditures~~directly ~~and~~comparable ~~additions~~GAAP tofinancial ~~its working capital~~measures.

~~Pursuant~~The toinformation ~~the~~in ~~Sales~~this ~~Agreement,~~Item ~~the~~2.02 ~~Shares~~(including ~~may~~the bepress ~~offered~~release ~~and~~attached ~~sold~~as ~~through~~Exhibit ~~the~~99.1 ~~Agent~~and incorporated by ~~any~~reference ~~method~~into ~~permitted~~Item by2.02) ~~law~~is ~~deemed~~being tofurnished, benot anfiled, ~~“at-the-market”~~for ~~offering~~purposes asof ~~defined~~Section in18 ~~Rule~~of ~~415 under~~ the Securities Exchange Act of ~~1933~~1934, as amended (the “~~Securities~~Exchange Act”), ~~including~~is ~~without~~not ~~limitation~~subject ~~sales made directly on the NASDAQ Capital Market, on any existing trading market for the Shares or~~ to ~~or through a market maker other than on an exchange or, if specified in a placement notice from~~ the ~~Company,~~liabilities inof ~~negotiated~~that ~~transactions. Under the Sales Agreement~~section, ~~the~~and ~~Agent~~ will not be ~~entitled~~incorporated toby ~~compensation~~reference ofinto upany tofiling ~~2.0%~~under of the ~~gross~~Exchange ~~proceeds~~Act ~~from~~or the ~~sale~~Securities ofAct ~~the Shares sold through the Agent from time to time pursuant to the terms~~ of ~~the~~1933, ~~Sales~~as ~~Agreement.~~amended ~~The Company has no obligation to sell any of~~ (the ~~Shares~~“Securities ~~under~~Act”), ~~the~~unless ~~Sales~~specifically ~~Agreement~~identified ~~and~~therein ~~may~~as ~~suspend~~being ~~solicitations~~incorporated ~~and~~therein ~~offers~~by ~~under the Sales Agreement at any time~~reference.

The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-286763) declared effective by the Securities and Exchange Commission (the “SEC”) on May 1, 2025. The Company is filing a prospectus supplement, dated September 2, 2025, to the prospectus, with the SEC in connection with the Offering.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated into this Item 1.01 by reference.

Relationships

The Agent and its affiliates may from time to time in the future provide to the Company and its affiliates certain commercial banking, financial advisory, investment banking and other services in the ordinary course of their business, for which they would receive customary fees and commissions. In addition, Peter H. Blum, who serves as a director on the Company’s Board of Directors, is also Vice Chairman of the Agent. From time to time the Agent and its affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company’s debt or equity securities or loans, and may do so in the future.

Item 7.01 Regulation FD Disclosure.

On September 2 9, 2025, the Company issued a press release announcing ~~the~~its ~~Sales~~financial ~~Agreement~~results ~~and~~for the ~~Share~~fiscal ~~Repurchase~~quarter ~~Program~~ended ~~(as~~July ~~defined~~31, ~~below)~~2025. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into Item 7.01. The information inset ~~this~~forth under Item 72.0102 ~~(including~~above regarding the press release ~~attached as Exhibit 99.1 and incorporated by reference into Item 7.01)~~ is ~~being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section, and will not be~~ incorporated byherein ~~reference into any filing under the Exchange Act or the Securities Act unless specifically identified therein as being incorporated therein~~ by reference.

The information in this Item 87.01 ~~Other~~(including ~~Events~~the press release attached as Exhibit 99.1 and incorporated by reference into Item 7.01) is being furnished, not filed, for purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act unless specifically identified therein as being incorporated therein by reference.

OnCautionary ~~August 28,~~Note ~~2025,~~Regarding ~~the~~Forward-Looking Company’s Board of Directors authorized a share repurchase program (the “Share Repurchase Program”) for the repurchase of up to $4.0 million of the Company’s commons stock through August 31, 2027. The Share Repurchase Program is effective immediately.Statements

~~Under~~Certain of the ~~Share~~statements ~~Repurchase~~contained ~~Program,~~in ~~the~~this ~~Company~~report should be considered forward-looking statements. These forward-looking statements may ~~purchase~~be ~~its~~identified ~~ordinary~~by ~~shares~~words ~~through~~such ~~various~~as ~~means~~“may,” ~~including~~“will,” ~~open~~“expect,” ~~market~~“intend,” ~~transactions~~“anticipate,” ~~privately~~“believe,” ~~negotiated~~“estimate,” ~~transactions~~“plan,” ~~block~~“project,” ~~trades~~“could,” ~~any~~“should,” ~~combination~~“would,” ~~thereof~~“continue,” or“seek,” ~~other~~“target,” ~~legally~~“guidance,” ~~permissible~~“outlook,” ~~means~~“if current trends continue,” “optimistic,” “forecast” and other similar words. ~~The~~Such statements include, but are not limited to, statements about the Company’s ~~may~~plans, ~~effect~~objectives, ~~repurchase~~expectations, ~~transactions~~intentions, inestimates ~~compliance~~and ~~with~~strategies ~~Rule~~for ~~10b5-1~~the future, and ~~Rule~~other ~~10b~~statements that are not historical facts. These forward-18looking ofstatements are based on the ~~Exchange~~Company’s ~~Act.~~current ~~The~~objectives, ~~number~~beliefs ofand ~~shares~~expectations, ~~repurchased~~and they are subject to significant risks and ~~the~~uncertainties that may cause actual results and financial position and timing of ~~repurchases~~certain ~~will~~events ~~depend~~to ondiffer amaterially ~~number~~from ofthe ~~factors,~~information ~~including~~in the forward-looking statements. These risks and uncertainties include, but are not limited to, ~~price~~those set forth in the Company’s Annual Report on Form 10-K (especially in Part II, ~~trading~~Item ~~volume~~7. Management’s Discussion and ~~general~~Analysis ~~market~~of ~~conditions~~Financial Condition and Results of Operations) and Quarterly Reports on Form 10-Q, ~~along~~filed with the Securities and Exchange Commission (the “SEC”), and other risks and uncertainties listed from time to time in the Company’s ~~working~~other ~~capital~~filings ~~requirements,~~with ~~general~~the ~~business~~SEC. ~~conditions~~There ~~and~~may be other factors. ~~The~~of ~~Share~~which ~~Repurchase~~the ~~Program~~Company ~~does~~is not ~~obligate~~currently aware that may affect matters discussed in the ~~Company~~forward-looking statements and may also cause actual results to ~~repurchase~~differ materially from those discussed. The Company does not assume any ~~specific~~obligation ~~dollar~~to ~~amount~~publicly update or ~~number~~supplement ofany ~~shares~~forward-looking ~~and~~statement ~~share~~to ~~repurchases~~reflect ~~thereunder~~actual ~~will~~results, bechanges ~~made~~in assumptions or changes in ~~accordance~~other ~~with~~factors ~~applicable~~affecting ~~securities~~these ~~laws~~forward-looking ~~and~~statements ~~may~~other bethan ~~discontinued~~as required by law. Any forward-looking statements speak only as of the ~~Company,~~date inhereof ~~its~~or ~~sole~~as ~~discretion~~of ~~and~~the ~~without~~dates ~~notice~~indicated in the statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit Number	Description
(d) Exhibits.	99.1	MIND Technology, Inc. press release dated September 9, 2025.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Number		Description
1.1		Sales Agreement, dated as of August 28, 2025, by and between MIND Technology, Inc. and Lucid Capital Markets LLC.
5.1		Opinion of Holland & Knight LLP.
23.1		Consent of Holland & Knight LLP (included in Exhibit 5.1 hereto).
99.1		Press release dated September 2, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	~~MIND Technology, Inc.~~	MIND Technology, Inc.
September 2, 2025	By:	/s/ Robert P. Capps
September 9, 2025		By:	/s/ Robert P. Capps
		~~Name: Robert P. Capps~~	Name: Robert P. Capps
		~~Title: President and Chief Executive Officer~~	Title: President and Chief Executive Officer

Filing Compare · MIND TECHNOLOGY, INC