Form 8-K

8-K — MIND TECHNOLOGY, INC

Accession: 0001437749-26-020175

Filed: 2026-06-10

Period: 2026-06-10

CIK: 0000926423

SIC: 3812 (SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — mind20260419_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_947632.htm)

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0000926423

2026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

June 10, 2026

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-13490

76-0210849

(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)

Registrant’s telephone number, including area code:

(281) 353-4475

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

MIND

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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 ☐

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 2.02 Results of Operation and Financial Condition.

On June 10, 2026, MIND Technology, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended April 30, 2026. 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.

The Company’s press release contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided within the press release quantitative reconciliations of certain non-GAAP financial measures to the most directly comparable GAAP financial measures.

The information in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference into Item 2.02) 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 by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD Disclosure.

On June 10, 2026, the Company issued a press release announcing its financial results for the fiscal quarter ended April 30, 2026. 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 set forth under Item 2.02 above regarding the press release is incorporated herein by reference.

The information in this Item 7.01 (including 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.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K (especially in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”), and other risks and uncertainties listed from time to time in the Company’s other filings with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

(d) Exhibits.

99.1

MIND Technology, Inc. press release dated June 10, 2026.

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.

June 10, 2026

By:

/s/ Robert P. Capps

Name: Robert P. Capps

Title: President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_947632.htm · Sequence: 2

ex_947632.htm

Exhibit 99.1

NEWS RELEASE

Contacts:

Rob Capps, President & CEO

MIND Technology, Inc.

281-353-4475

Ken Dennard / Zach Vaughan

Dennard Lascar Investor Relations

713-529-6600

MIND@dennardlascar.com

MIND TECHNOLOGY, INC. REPORTS

FISCAL 2027 First QUARTER RESULTS

THE WOODLANDS, TX – June 10, 2026 – MIND Technology, Inc. (NASDAQ: MIND) (“MIND” or the “Company”) today announced financial results for its fiscal 2027 first quarter ended April 30, 2026.

Revenues for the first quarter of fiscal 2027 were approximately $9.7 million compared to $9.8 million for the fourth quarter of fiscal 2026 and $7.9 million for the first quarter of fiscal 2026.

The Company reported operating income of $14,000 for the first quarter of fiscal 2027 compared to $78,000 for the fourth quarter of fiscal 2026 and an operating loss of $658,000 for the first quarter of fiscal 2026. Net loss for the first quarter of fiscal 2027 amounted to $411,000, or a loss of $0.05 per share, compared to a net loss of $271,000, or a loss of $0.03 per share, for the fourth quarter of fiscal 2026 and a net loss of $970,000, or a loss of $0.12 per share, for the first quarter of fiscal 2026. In computing net loss per common share, approximately 9,089,000 shares were outstanding for the first quarter of fiscal 2027, compared to 9,040,000 shares for the fourth quarter of fiscal 2026, and 7,969,000 shares during the first quarter of fiscal 2026.

Adjusted EBITDA for the first quarter of fiscal 2027 was $811,000 compared to Adjusted EBITDA of $1.1 million for the fourth quarter of fiscal 2026 and negative Adjusted EBITDA of $179,000 for the first quarter of fiscal 2026. Adjusted EBITDA, which is a non-GAAP measure, is defined and reconciled to reported net income (loss) and cash provided by (used in) operating activities in the accompanying financial tables. These are the most directly comparable financial measures calculated and presented in accordance with United States generally accepted accounting principles, or GAAP.

The backlog of Marine Technology Product orders related to our Seamap segment was approximately $7.6 million as of April 30, 2026 compared to $13.9 million at January 31, 2026 and $21.1 million at April 30, 2025.

Rob Capps, MIND’s President and Chief Executive Officer, stated, “Our first quarter results were consistent with our expectations, and we delivered another quarter of positive Adjusted EBITDA. Our after-market business remains a steady contributor that made up about 50% of our total revenue in this most recent quarter. This component of our business continues to provide a solid base of revenue.

“As we discussed last quarter, near-term visibility across our markets remains impacted by significant macro uncertainty, yet our conviction in MIND's long-term prospects remains strong. Certain of our customers have seen an impact on their operations from the on-going conflict in the Middle East. Additionally, we believe that overall economic, security and political uncertainties are causing many, if not all, companies within the marine technology industry to be cautious in the near term. In our opinion, these factors are major contributors to our reduced near-term visibility. While we will likely see some operational softness in the very near-term, we believe the longer term outlook for the marine exploration and survey market is positive. Some of our customers are reporting increasing backlogs and many industry commentators predict a strong resurgence in marine exploration activity. These factors bode well for MIND’s longer-term outlook. Our financial position and liquidity remain strong. We believe we are well positioned to weather any near-term challenges and to take advantage of emerging opportunities.

“As we have stated previously, we are committed to enhancing stockholder value and are open to a variety of means to accomplish that objective. We continue to identify and evaluate a number of such opportunities and intend to maintain our disciplined approach. MIND has both the resources and the flexibility to act quickly and efficiently when the right opportunity arises,” concluded Capps.

CONFERENCE CALL

Management has scheduled a conference call for Thursday, June 11, 2026 at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss the Company’s fiscal 2027 first quarter results. To access the call, please dial (412) 902-0030 and ask for the MIND Technology call at least 10 minutes prior to the start time. Investors may also listen to the conference live on the MIND Technology website, http://mind-technology.com, by logging onto the site and clicking “Investor Relations”. A telephonic replay of the conference call will be available through June 18, 2026, and may be accessed by calling (201) 612-7415 and using passcode 13760778 #. A webcast archive will also be available at http://mind-technology.com shortly after the call and will be accessible for approximately 90 days. For more information, please contact Dennard Lascar Investor Relations by email at MIND@dennardlascar.com.

ABOUT MIND TECHNOLOGY

MIND Technology, Inc. provides technology to the oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND has a global presence with key operating locations in the United States, Singapore, Malaysia, and the United Kingdom. Its Seamap unit designs, manufactures and sells specialized, high performance, marine exploration and survey equipment.

Forward-looking Statements

Certain statements and information in this press release concerning results for the quarter ended April 30, 2026 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions or dispositions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, without limitation, reductions in our customers’ capital budgets, our own capital budget, limitations on the availability of capital or higher costs of capital, and volatility in commodity prices for oil and natural gas.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, unless required by law, whether as a result of new information, future events or otherwise. All forward-looking statements included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

Non-GAAP Financial Measures

Certain statements and information in this press release contain non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Company management believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period. Company management also believes that these non-GAAP financial measures enhance the ability of investors to analyze the Company's business trends and to understand the Company's performance. In addition, the Company may utilize non-GAAP financial measures as guides in its forecasting, budgeting, and long-term planning processes and to measure operating performance for some management compensation purposes. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP.

Adjusted EBITDA, which is a non-GAAP measure, is defined and reconciled to reported net income from continuing operations and cash used in operating activities in the accompanying financial tables. These are the most directly comparable financial measures calculated and presented in accordance with United States generally accepted accounting principles, or GAAP.

Reconciliation of Backlog, which is a non-GAAP financial measure, is not included in this press release due to the inherent difficulty and impracticality of quantifying certain amounts that would be required to calculate the most directly comparable GAAP financial measures.

Tables to Follow

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

April 30, 2026

January 31, 2026

ASSETS

Current assets:

Cash and cash equivalents

17,656

19,050

Accounts receivable, net of allowance for credit losses of $332 at each of April 30, 2026 and January 31, 2026

16,515

12,570

Inventories, net

10,977

11,150

Prepaid expenses and other current assets

1,593

2,114

Total current assets

46,741

44,884

Property and equipment, net

1,196

1,235

Operating lease right-of-use assets

910

1,092

Intangible assets, net

1,614

1,753

Deferred tax asset

302

Total assets

50,763

49,266

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

1,499

1,214

Deferred revenue

598

320

Customer deposits

901

971

Accrued expenses and other current liabilities

2,610

1,596

Income taxes payable

2,721

2,656

Operating lease liabilities - current

655

686

Total current liabilities

8,984

7,443

Operating lease liabilities - non-current

255

406

Total liabilities

9,239

7,849

Stockholders’ equity:

Common stock, $0.01 par value; 40,000 shares authorized; 9,089 shares issued and outstanding at April 30, 2026 and at January 31, 2026

Additional paid-in capital

149,508

148,990

Accumulated deficit

(108,109

)

(107,698

)

Accumulated other comprehensive gain

Total stockholders’ equity

41,524

41,417

Total liabilities and stockholders’ equity

50,763

49,266

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

For the Three Months Ended April 30,

2026

2025

Revenues:

Sales of marine technology products

9,672

7,902

Cost of sales:

Sales of marine technology products

5,575

4,571

Gross profit

4,097

3,331

Operating expenses:

Selling, general and administrative

3,545

3,384

Research and development

310

380

Depreciation and amortization

228

225

Total operating expenses

4,083

3,989

Operating income (loss)

(658

)

Other income (expense):

Other, net

(18

)

Total other income (expense)

(18

)

Income (loss) before income taxes

(676

)

Provision for income taxes

(476

)

(294

)

Net loss

(411

)

(970

)

Net loss per common share - Basic and diluted

(0.05

)

(0.12

)

Shares used in computing net loss per common share:

Basic and diluted

9,089

7,969

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

For the Three Months Ended April 30,

2026

2025

Cash flows from operating activities:

Net loss

(411

)

(970

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

228

225

Stock-based compensation

518

272

Provision for inventory obsolescence

—

Changes in:

Accounts receivable

(3,961

)

3,969

Unbilled revenue

Inventories

172

282

Prepaid expenses and other current and long-term assets

521

(92

)

Income taxes receivable and payable

208

Accounts payable, accrued expenses and other current liabilities

1,713

(386

)

Deferred revenue and customer deposits

(208

)

529

Net cash (used in) provided by operating activities

(1,346

)

4,068

Cash flows from investing activities:

Purchases of property and equipment

(48

)

(237

)

Net cash used in investing activities

(48

)

(237

)

Cash flows from financing activities:

Net cash provided by financing activities

—

Effect of changes in foreign exchange rates on cash and cash equivalents

—

Net change in cash and cash equivalents

(1,394

)

3,836

Cash and cash equivalents, beginning of period

19,050

5,336

Cash and cash equivalents, end of period

17,656

9,172

MIND TECHNOLOGY, INC.

Reconciliation of Net Loss and Net Cash from Operating Activities to EBITDA and

Adjusted EBITDA

(in thousands)

(unaudited)

For the Three Months Ended April 30,

2026

2025

Reconciliation of Net loss to EBITDA and Adjusted EBITDA

Net loss

(411

)

(970

)

Depreciation and amortization

228

225

Provision for income taxes

476

294

EBITDA (1)

293

(451

)

Stock-based compensation

518

272

Adjusted EBITDA (1)

811

(179

)

Reconciliation of Net Cash (Used in) Provided by Operating Activities to EBITDA

Net cash (used in) provided by operating activities

(1,346

)

4,068

Stock-based compensation

(518

)

(272

)

Provision for inventory obsolescence

—

(15

)

Changes in accounts receivable

3,944

(3,985

)

Taxes paid, net of refunds

411

Changes in inventory

(172

)

(282

)

Changes in accounts payable, accrued expenses and other current liabilities, deferred revenue and customer deposits

(1,505

)

(143

)

Changes in prepaid expenses and other current and long-term assets

(521

)

Other

—

EBITDA (1)

293

(451

)

EBITDA and Adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income before (a) interest income and interest expense, (b) provision for (or benefit from) income taxes and (c) depreciation and amortization. Adjusted EBITDA excludes non-cash foreign exchange gains and losses, stock-based compensation, impairment of intangible assets and other non-cash tax related items. We consider EBITDA and Adjusted EBITDA to be important indicators for the performance of our business, but not measures of performance or liquidity calculated in accordance with GAAP. We have included these non-GAAP financial measures because management utilizes this information for assessing our performance and liquidity, and as indicators of our ability to make capital expenditures, service debt and finance working capital requirements and we believe that EBITDA and Adjusted EBITDA are measurements that are commonly used by analysts and some investors in evaluating the performance and liquidity of companies such as us. In particular, we believe that it is useful to our analysts and investors to understand this relationship because it excludes transactions not related to our core cash operating activities. We believe that excluding these transactions allows investors to meaningfully trend and analyze the performance of our core cash operations. EBITDA and Adjusted EBITDA are not measures of financial performance or liquidity under GAAP and should not be considered in isolation or as alternatives to cash flow from operating activities or as alternatives to net income as indicators of operating performance or any other measures of performance derived in accordance with GAAP. In evaluating our performance as measured by EBITDA, management recognizes and considers the limitations of this measurement. EBITDA and Adjusted EBITDA do not reflect our obligations for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA and Adjusted EBITDA are only two of the measurements that management utilizes. Other companies in our industry may calculate EBITDA or Adjusted EBITDA differently than we do and EBITDA and Adjusted EBITDA may not be comparable with similarly titled measures reported by other companies.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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