What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-20 compared with 2025-04-25 · 125 added, 155 removed, 741 unchanged (27% of the section changed)

10 unchanged sentences

Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, we had a material weakness in our controls over financial reporting because the Company performed less-than-complete physical inventory at year-end because it placed reliance on other compensating controls during the year, including cycle counts and controls involving receipt and disbursement of inventory.

However, due to the material value of inventory items not counted at yearend, management determined that reliance on other compensating controls was insufficient to ensure there is not a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected in a timely manner.

Remediation of the Prior Year Material Weakness in Internal Control over Financial Reporting

During fiscal 2025, management implemented our previously disclosed remediation plan that included conducting a complete, wall to wall, inventory count to ensure the existence of inventory as of January 31, 2025.

In connection with its assessment of the effectiveness of our internal control over financial reporting as of January 31, 2025, our management, including our principal executive officer and principal financial officer, concluded that the material weakness involving the Company’s control over the existence of inventory at its subsidiary location in Singapore has been remediated as of January 31, 2025.

As required by Rule 13a-15(c) under the Exchange Act, our management, including our principal executive officers and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of January 31, 2026.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework in 2013.

Based on this assessment, our management, including our principal executive officers and principal financial officer, concluded that, as of January 31, 2026, our internal control over financial reporting was effective based on those criteria.

Changes in Internal Control over Financial Reporting

Except for the changes in connection with our implementation of the remediation plan discussed above, there was no change in our system of internal control over financial reporting during the fiscal year ended January 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our system of internal control over financial reporting during the fiscal year ended January 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

39 unchanged sentences

Description of Securities

Annual report on Form 10-K, filed with the SEC on April 25, 2025

Document Description

43 unchanged sentences

Code of Ethics.

Annual report on Form 10-K, filed with the SEC on April 25, 2025

Insider Trading Policy

Annual report on Form 10-K, filed with the SEC on April 25, 2025

Subsidiaries of MIND Technology, Inc.

Consent of Moss Adams LLP

Consent of Baker Tilly US, LLP

Certification of Robert P.

7 unchanged sentences

Clawback Policy

Annual Report on Form 10-K, filed with the SEC on April 25, 2025

Document Description

30 unchanged sentences

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Houston, Texas, PCAOB ID:

Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Houston, Texas, PCAOB ID:

Consolidated Balance Sheets as of January 31, 2026 and 2025

26 unchanged sentences

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved our especially challenging, subjective, or complex judgments.

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Moss Adams LLP

/s/ Baker Tilly US, LLP

Houston, Texas

8 unchanged sentences

Accounts receivable, net of allowance for credit losses of $ 332 at January 31, 2026 and 2025

12,570 11,817

Inventories, net

20 unchanged sentences

Total liabilities

Commitments and contingencies (Note 12)

Stockholders’ equity:

1 unchanged sentence

2,000 shares authorized;

no shares issued and outstanding at January 31, 2025 and 1,683 shares issued and outstanding at January 31, 2024

no shares issued and outstanding at January 31, 2026 and January 31, 2025, respectively

Common stock $ 0.01 par value;

40,000 shares authorized;

7,969 and 1,406 shares issued at January 31, 2025 and 2024, respectively

9,089 and 7,969 shares issued and outstanding at January 31, 2026 and 2025, respectively

Additional paid-in capital

26 unchanged sentences

Operating income

Other income (expense)

Income from continuing operations before income taxes

Income before income taxes

Provision for income taxes

( 2,151 ) ( 1,984 )

Income (loss) from continuing operations

$ 750 $ 5,074

Income from discontinued operations, net of income taxes

$ 5,074 $ 274

Gain on Preferred Stock conversion

Preferred stock dividends - declared

Preferred stock dividends - undeclared

( 2,256 ) ( 2,842 )

Net income (loss) attributable to common stockholders

$ 17,603 $ ( 3,514 )

Net (loss) income per common share - Basic and diluted

Continuing operations

Net income attributable to common stockholders

$ 750 $ 17,603

Discontinued operations

Net income (loss) attributable to common stockholders

Net income per common share - Basic and diluted

$ 0.09 $ 4.32

Shares used in computing income per common share:

The accompanying notes are an integral part of these consolidated financial statements.

17 unchanged sentences

— — — — — — 5,074 — 5,074

Preferred stock dividends

— — — — — — ( 946 ) — ( 946 )

Retirement of treasury stock

Preferred stock conversion

6,563 66 ( 1,683 ) ( 37,779 ) 22,310 — 14,785 — ( 618 )

4 unchanged sentences

— — — — — — 750 — 750

Preferred stock conversion

Exercise of stock options

38 — — — 235 — — — 235

Common stock offerings

1,082 11 — — 11,539 — — — 11,550

Stock-based compensation

9 unchanged sentences

$ 750 $ 5,074

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Stock-based compensation

Gain on sale of Klein

Provision for inventory obsolescence

Gross profit from sale of other equipment

( 457 ) ( 476 )

Deferred tax expense (benefit)

7 unchanged sentences

( 895 ) 1,897

Deferred revenue

( 1,856 ) 3,078

Net cash provided by (used in) operating activities

Deferred revenue and customer deposits

501 ( 1,856 )

Net cash provided by operating activities

Cash flows from investing activities:

2 unchanged sentences

Sale of other assets

Proceeds from the sale of Klein, net

Net cash provided by investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities:

Net proceeds from short-term loan

Payment on short-term loan

Refund of prepaid interest on short-term loan

Preferred stock conversion transaction costs

Preferred stock dividends

Net cash used in financing activities

Proceeds from issuance of common stock, net

Net cash provided by (used in) financing activities

11,785 ( 619 )

10 unchanged sentences

The Company, through its wholly owned subsidiaries, Seamap Pte Ltd, MIND Maritime Acoustics, LLC, Seamap (Malaysia) Sdn Bhd and Seamap (UK) Ltd, collectively “Seamap”, designs, manufactures and sells a broad range of proprietary products for the oceanographic, hydrographic and marine seismic industries with product sales and support facilities based in Singapore, Malaysia, the United Kingdom and the state of Texas.

Prior to August 21, 2023, the Company, through its wholly owned subsidiary Klein Marine Systems, Inc.

(“Klein”), designed, manufactured and sold a broad range of proprietary products for the oceanographic, hydrographic, defense and maritime security industries from its facility in the state of New Hampshire.

Effective August 21, 2023, the Company sold Klein and presented the financial results reported as discontinued operations (see Note 2 – “Sale of a Subsidiary and Discontinued Operations” for additional details).

As of January 31, 2026 , the Company had working capital of approximately $ 37.4 million, including cash and cash equivalents of approximately $ 19.1 million, compared to working capital of approximately $ 23.5 million, including cash and cash equivalents of approximately $ 5.3 million, as of January 31, 2025 .

The Company does not have a credit facility in place and depends on cash on hand and cash flows from operations to satisfy its liquidity needs.

However, the Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, disciplined working capital management, potential financing secured by company owned real property, and potentially securing a credit facility or some other form of financing.

As of January 31, 2026, the Company did not have a credit facility in place and depends on cash on hand and cash flows from operations to satisfy its liquidity needs.

The Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, disciplined working capital management, potential financing secured by company owned real property, and potentially securing a credit facility or some other form of financing.

Revenue Recognition of Marine Product Sales —Revenues and cost of sales from the sale of marine products are recognized upon acceptance of terms and completion of our performance obligations, which is typically when delivery has occurred, or in the case of bill-and-hold arrangements, when control has been transferred.

73 unchanged sentences

Operating leases are recorded as right-of-use assets and operating lease liabilities.

The Company does not recognize leases with an initial term of less than 12 months and does not separate lease and non-lease components.

The Company has not entered into any financing leases.

10 unchanged sentences

Share-based compensation expense could be different if we used different models to calculate the variables.

The fair value of stock-based compensation awards is amortized over the requisite service period of the award, which is the vesting period of the related awards.

The fair value of stock-based compensation awards is amortized using a grading method over the requisite service period of the award, which is the vesting period of the related awards.

Earnings Per Share —Net income (loss) per basic common share is computed using the weighted average number of common shares outstanding during the period.

4 unchanged sentences

Stock options

Restricted stock

Total dilutive shares

For fiscal 2025 and 2024 , respectively, potentially dilutive common shares, were immaterial and did not change the calculation of diluted income (loss) per share for those periods.

Sale of a Subsidiary and Discontinued Operations

On August 21, 2023, the Company sold Klein pursuant to a Stock Purchase Agreement (the “SPA”) with General Oceans AS (“the Buyer").

In connection with the SPA, the Company granted the Buyer a license to its Spectral Ai software suite (“Spectral Ai”).

The license is exclusive to the Buyer as it relates to side scan sonar.

The Company and the Buyer also entered into a collaboration agreement for the further development of Spectral Ai and potentially other software projects.

The foregoing transactions contemplated by the SPA are referred to as the “Sale of Klein”.

The aggregate consideration to the Company consisted of a cash payment of $ 10.8 million, resulting in a gain of approximately $ 2.3 million.

The SPA contained customary representation and warranties.

On August 22, 2023, following the closing of the Sale of Klein, all outstanding amounts due and owed, including principal, interest, and other charges, under the Loan were repaid in full and the Loan was terminated, and all liens and security interests granted thereunder were released and terminated (see Note 11 - "Notes Payable" for additional details).

As a result of the sale, there are no assets or liabilities and the results of operations are reported as discontinued operations for the years ended January 31, 2024 .

The results of operations from discontinued operations for the twelve months ended January 31, 2025 and 2024 , consist of the following:

Twelve Months Ended January 31,

(in thousands)

Revenue from discontinued operations

Cost of sales:

Cost of discontinued operations

Operating expenses:

Selling, general and administrative

Depreciation and amortization

Total operating expenses

Operating loss

Other income, including $ 2.3 million gain on sale of Klein

Income before income taxes from discontinued operations

Provision for income taxes from discontinued operations

Net income from discontinued operations

The significant operating and investing noncash items and capital expenditures related to discontinued operations are summarized below:

Twelve Months Ended January 31,

(in thousands)

Depreciation and amortization

Gain on sale of Klein

For fiscal 2026 and 2025 , respectively, potentially dilutive common shares, were immaterial and did not change the calculation of diluted income per share for those periods.

New Accounting Pronouncements

9 unchanged sentences

The updated guidance is effective for the Company on February 1, 2025.

The Company is currently evaluating the new guidance to determine the impact it will have on the disclosures to its consolidated financial statements.

The Company has revised its disclosures regarding income taxes (See Note 11 -"Income Taxes") to comply with these new requirements and has adopted the standard prospectively.

In November 2024, the FASB issued ASU No.

19 unchanged sentences

10,897 17,720

21,110 21,956

Total revenue from contracts with customers

16 unchanged sentences

At January 31, 2024, our trade accounts receivable was approximately $ 6.6 million net of approximately $ 332,000 of allowance for credit losses.

Contract liabilities decreased by approximately $ 1.9 million during fiscal 2025 due primarily to recognition of revenue during the year.

Contract liabilities decreased by approximately $ 501,000 during fiscal 2026 due primarily to recognition of revenue during the year.

As of January 31, 2026 and 2025 contract assets and liabilities consisted of the following:

6 unchanged sentences

Amounts billed

( 20 ) ( 26 )

Total unbilled revenue

3 unchanged sentences

Deferred revenue and customer deposits

$ 1,526 $ 3,614

Revenue recognized

8 unchanged sentences

Year Ended January 31,

Interest paid

Income taxes paid, net

Right-of-use assets obtained in exchange for operating lease liabilities (See Note 7 - "Leases".)

Income taxes paid - federal

Income taxes paid - foreign

United Kingdom

Total income taxes paid

$ 2,202 $ 1,654

Inventories consisted of the following (in thousands):

21 unchanged sentences

Net book value of property and equipment

$ 1,235 $ 890

Depreciation expense on property, plant and equipment was approximately $ 301,000 for fiscal 2026 , and approximately $ 306,000 for fiscal 2025 .

4 unchanged sentences

Net book value of property and equipment

$ 1,235 $ 890

The Company has certain non-cancelable operating lease agreements for office, production and warehouse space in Texas, Singapore, Malaysia and The United Kingdom.

Lease expense for the twelve months ended January 31, 2026 and 2025 was approximately $ 930,000 and $ 860,000 , respectively, and was recorded as a component of operating income.

Included in these costs was short-term lease expense of approximately $ 26,000 and $ 8,000 for the twelve months ended January 31, 2025 and 2024 , respectively.

Supplemental balance sheet information related to leases as of January 31, 2026 and 2025 was as follows (in thousands):

47 unchanged sentences

The Company did not record impairment of intangible assets during fiscal years 2026 and 2025 .

Aggregate amortization expense was approximately $ 638,000 and $ 795,000 for fiscal 2025 and fiscal 2024 , respectively.

Aggregate amortization expense was approximately $ 572,000 and $ 638,000 for fiscal 2026 and 2025 , respectively.

As of January 31, 2026 , future estimated amortization expense related to amortizable intangible assets is estimated to be (in thousands):

For fiscal year ending January 31:

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

As of January 31,

Wages and benefits

Accrued commissions and professional fees

Accrued inventory

Accrued warranty costs

Accrued Expenses and Other Liabilities

$ 1,245 $ 2,140

Notes Payable

On February 2, 2023, we entered into a $ 3.75 million Loan and Security Agreement (“the Loan”).

The Company had incurred approximately $ 814,000 of debt acquisition costs associated with the loan including approximately $ 254,000 in origination and other transaction fees and approximately $ 484,000 of prepaid interest, which was the total interest due through maturity.

These costs were recorded as a reduction to the carrying value of our debt and are amortized to interest expense straight-line over the term of the Loan.

Approximately $ 601,000 of amortization of debt acquisition costs were recorded as interest expense for the twelve months ended January 31, 2024.

On August 22, 2023, in connection with the Sale of Klein, the Loan was repaid in full (see Note 2 - "Sale of a Subsidiary and Discontinued Operations" for additional details).

Stockholders ’ Equity

5 unchanged sentences

The excess of the carrying value of the preferred stock over the market value of the common stock issued, which amounted to approximately $ 14.8 million, was credited directly to accumulated deficit and is reflected in the calculation of earnings per share attributable to common stockholders.

On September 28, 2023, the Board approved a reverse stock split (the "Reverse Stock Split") of the Company's shares of common stock at a ratio of one -for-ten.

On October 12, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Charter Amendment to effect the Reverse Stock Split.

The Charter Amendment became effective on October 13, 2023.

As a result of the Charter Amendment and Reverse Stock Split, every ten shares of issued and outstanding Common Stock were combined into one issued and outstanding share of Common Stock, without any change in par value per share.

Proportionate adjustments were also made to any outstanding securities or rights convertible into, or exchangeable or exercisable for, shares of Common Stock.

Fractional shares were not issued in connection with the Reverse Stock Split.

Stockholders who would otherwise be entitled to receive a fractional share were entitled to receive one full share of post-Reverse Stock Split Common Stock, in lieu of receiving such fractional shares.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s relative interest in the Company’s equity securities.

The Reverse Stock Split reduced the number of shares of issued and outstanding Common Stock from approximately 13,788,738 shares to approximately 1,405,779 shares.

Common stock and treasury stock shares have been retroactively adjusted to reflect the Reverse Stock Split in all periods presented.

In connection with the Reverse Stock Split, the Company retired all treasury stock.

On August 28, 2025, the Company entered into an equity distribution agreement (the “Sales Agreement”) with Lucid Capital Markets, LLC (the “Lucid”), pursuant to which the Company may offer and sell up to $ 25.0 million of shares of it’s common stock through an at-the-market (“ATM”) offering program administered by Lucid.

Under the Sales Agreement, Lucid is entitled to compensation of up to 2 % of the gross proceeds from the sale of the Company’s common shares under the ATM offering program.

The Company has no obligation to sell any of its shares under the Sales Agreement and may suspend solicitations and offers under the Sales Agreement at any time.

During twelve -months period ended January 31, 2026, the Company sold approximately1.1 million shares of common stock at-the-market pursuant to the Sales Agreement.

Proceeds from the sales of common stock, net of Lucid's commissions and other expenses, for the twelve -month period ended January 31, 2026 were approximately $ 11.7 million.

The Company has 40,000,000 shares of common stock authorized, of which 9,089,055 and 7,969,421 were issued as of January 31, 2026 and 2025 , respectively.

Related Party Transaction

Ladenburg Thalmann & Co.

(“Ladenburg”) provided advisor and arrangement services for the Loan (See Note 11 - "Notes Payable" for additional details) and received $ 75,000 in fees for such services.

Additionally, Ladenburg provided advisory services related to the Sale of Klein and received fees of $ 405,000 for such services.

The former Co-Chief Executive Officer and Co-President of Ladenburg is the Non-Executive Chairman of our Board.

In February 2025, the Company retained Lucid to provide advisor and arrangement services for investigation and analysis of opportunities for growth and additional scale.

Lucid received $ 100,000 in retainer fees for such potential services.

The Vice Chairman of Lucid is the Non-Executive Chairman of the Company's board of directors (the "Board").

Our Non-Executive Chairman of the Board received no portion of the above-mentioned compensation.

For the twelve months ended January 31, 2026, Lucid received compensation of approximately$239,000 related to sales of common stock pursuant to the Sales Agreement.

The Non-Executive Chairman of the Board received no portion of the compensation paid to Lucid.

See Note 9 - "Stockholders' Equity" for discussion of the Company's entry into the Sales Agreement with Lucid.

Year Ended January 31,

(in thousands)

Income (loss) from continuing operations before income taxes is attributable to the following jurisdictions:

Income (loss) before income taxes is attributable to the following jurisdictions:

$ ( 8,333 ) $ ( 6,049 )

11,234 13,107

The components of income tax expense (benefit) for continuing operations were as follows:

$ 2,901 $ 7,058

The components of income tax expense (benefit) were as follows:

Income tax expense

$ 2,151 $ 1,984

The following is a reconciliation of expected to actual income tax expense for continuing operations:

Year Ended January 31,

(in thousands)

The following is a reconciliation of expected to actual income tax expense:

Federal income tax at 21%

Nontaxable or nondeductible Items

Global intangible low tax income ("GILTI") inclusion

2,040 70.32 %

Excess tax deficiency for share-based payments under ASU 2016-09

Other reconciling items

( 12 ) ( 0.41 %)

Changes in Valuation Allowance

( 903 ) ( 31.13 %)

Foreign Tax Effects

Nondeductible Fines and Penalties

( 34 ) ( 1.17 %)

United Kingdom

Changes in Valuation Allowance

Deferred tax rate change

Statutory tax rate difference between Singapore and U.S.

( 428 ) ( 14.75 %)

Depreciation & Amortization

Statutory Adjustments

( 23 ) ( 0.79 %)

Changes in Valuation Allowance

( 295 ) ( 10.17 %)

Statutory Adjustments

( 164 ) ( 5.65 %)

$ 2,151 74.15 %

Federal income tax at 21 %

Taxes created by return to provision adjustments to prior year temporary differences

2 unchanged sentences

Foreign effective tax rate differential

( 429 ) ( 218 )

Valuation allowance on deferred tax assets

( 1,903 ) ( 528 )

Excess tax deficiency for share-based payments under ASU 2016-09

$ 1,984 $ 1,338

The components of the Company’s deferred taxes consisted of the following:

19 unchanged sentences

Total deferred tax liabilities, net

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

This legislation introduces several measures, including the permanent extension of select provisions from the Tax Cuts and Jobs Act, revisions to the international tax framework, and the reinstatement of favorable tax treatment for certain business-related items.

The OBBBA contains multiple effective dates, with key provisions beginning in fiscal 2026.

While we are still assessing the overall impact of the OBBBA, we do not anticipate a material impact on our tax expense.

The Company has determined that, due to the potential requirement for additional investment and working capital to achieve its objectives, the undistributed earnings of foreign subsidiaries as of January 31, 2026, are not deemed indefinitely reinvested outside of the United States.

Furthermore, the Company has concluded that any deferred taxes with respect to the undistributed foreign earnings would be immaterial.

However, determination of the amount of deferred taxes with respect to the undistributed foreign earnings is not practicable.

Therefore, the Company has not recorded a deferred tax liability associated with the undistributed foreign earnings as of January 31, 2026 .

22 unchanged sentences

At January 31, 2026 , the Company had stock-based compensation plans as described in more detail below.

The total compensation expense related to stock-based awards granted under these plans during fiscal 2025 and 2024 was approximately $ 235,000 and $ 261,000 , respectively.

The total compensation expense related to stock-based awards granted under these plans during fiscal 2026 and 2025 was approximately $ 1.6 million and $ 235,000 , respectively.

The Company recognizes stock-based compensation costs net of a forfeiture rate for only those awards expected to vest over the requisite service period of the award.

2 unchanged sentences

Expected volatility is based on historical volatility of the Company’s stock over a preceding period commensurate with the expected term of the option.

The expected term is based upon historical exercise patterns.

The expected term is based upon the simplified method.

The risk-free rate for the expected term of the option is based on the U.S.

1 unchanged sentence

Expected dividend yield was not considered in the option pricing formula since the Company does not pay dividends and has not paid any dividends since its incorporation.

The weighted average grant-date fair value of options granted during fiscal 2025 was $ 4.24 .

There were no options granted during fiscal 2024 .

The weighted average grant-date fair value of options granted during fiscal 2026 and 2025 was $ 6.38 and $ 4.24 , respectively.

The assumptions for the periods indicated are noted in the following table.

4 unchanged sentences

Expected life (in years)

6 5.52 - 6.87

Expected volatility

85 % 66 - 82 %

Expected dividend yield

0.00 % 0.00 %

Cash flows resulting from tax benefits attributable to tax deductions in excess of the compensation expense recognized for those options (excess tax benefits) are classified as financing out-flows and operating in-flows.

13 unchanged sentences

621 $ 11.93 7.93 $ —

( 148 ) 33.76

Outstanding, January 31, 2026

4 unchanged sentences

This amount changes based upon the market value of the Company’s Common Stock.

No options were exercised during fiscal 2025 and 2024 .

The fair value of options that vested during the fiscal years ended January 31, 2025 and 2024 was approximately $ 695,000 and $ 517,000 , respectively.

Approximately 38,000 options were exercised during fiscal 2026 .

No options were exercised during fiscal 2025 .

The fair value of options that vested during the fiscal years ended January 31, 2026 and 2025 was approximately $ 1.7 million and $ 695,000 , respectively.

For fiscal 2026 and fiscal 2025 approximately 221,000 and 160,000 options vested, respectively.

3 unchanged sentences

Segment Reporting

Prior to August 22, 2023, the Company operated in two segments, Seamap and Klein.

On August 21, 2023, the Company completed the Sale of Klein.

(see Note 2 -"Sale of a Subsidiary and Discontinued Operations" for additional details).

As a result, at January 31, 2025 , Seamap is the Company’s sole reporting segment.

Seamap Marine Products - Our Seamap Marine Products segment provides the following:

At January 31, 2026 , Seamap is the Company’s sole reporting segment .

Seamap - Our Seamap segment provides the following:

• GunLink seismic source acquisition and control systems

1 unchanged sentence

• SeaLink marine sensors and solid streamer systems

Our Seamap Marine Products segment provides services and products, including engineering, repairs and software licensing, utilized in marine exploration, marine survey and maritime security for marine survey companies, seismic survey contractors, research institutes, non-military government organizations and operators of port facilities and other offshore installations.

Our Seamap segment provides services and products, including engineering, repairs and software licensing, utilized in marine exploration, marine survey and maritime security for marine survey companies, seismic survey contractors, research institutes, non-military government organizations and operators of port facilities and other offshore installations.

Our CODM is our chief executive officer.

4 unchanged sentences

Year Ended January 31,

Seamap Marine Products

Corporate Expenses

Seamap Marine Products

Corporate Expenses

13 unchanged sentences

Corporate selling, general and administrative expense primarily includes payroll of corporate personnel, Directors' fees, professional services, rental expense, and certain insurance expense.

The following table presents a reconciliation of operating income (loss) to income from continuing operations before income taxes (in thousands):

The following table presents a reconciliation of operating income (loss) to income before income taxes (in thousands):

As of January 31,

Seamap Marine Products

10,247 12,138

Corporate Expenses

1 unchanged sentence

Operating income

Interest income (expense)

Income from continuing operations before income taxes

Interest income

Other (expense) income

Income before income taxes

Total assets by business segment is set forth below (in thousands):

Year Ended January 31,

Seamap Marine Products

$ 36,177 $ 35,740

$ 49,266 $ 36,720

During the fiscal year ended January 31, 2025, two Seamap Marine Products customers individually exceeded 10% of total revenue in the amounts of approximately $ 16.9 million and $ 10.1 million.

During the fiscal year ended January 31, 2024, three Seamap Marine Products customers individually exceeded 10% of total revenue, in the amounts of approximately $ 7.6 million, $ 7.1 million and $ 5.1 million.

During the fiscal year ended January 31, 2026 , four Seamap customers individually exceeded 10% of total revenue in the amounts of approximately $ 7.4 million, $ 7.1 million, $ 6.7 million and $ 4.8 million.

During the fiscal year ended January 31, 2025 , two Seamap customers individually exceeded 10% of total revenue, in the amounts of approximately $ 16.9 million and $ 10.1 million.

Depreciation and Amortization Expense

1 unchanged sentence

Amortization expense primarily relating to intangible assets, reflected in the table above was approximately $ 572,000 in fiscal 2026 and approximately $ 638,000 in fiscal 2025 .

Essentially all depreciation and amortization relate to the Seamap Marine Products segment.

Amortization in Corporate Expenses relate to software for the corporate ERP.

All property, plant and equipment are allocated to the Seamap Marine Products segment.

Corporate assets primarily consist of cash, right of use assets for an operating lease, and some prepaid corporate expenses.

Essentially all depreciation and amortization relate to the Seamap segment.

Depreciation and amortization in Corporate Expenses relate to software for the corporate ERP and computer equipment.

All property, plant and equipment are allocated to the Seamap segment.

Corporate assets primarily consist of cash, right of use assets for an operating lease, and prepaid expenses.

Geographic Operating Areas

For fiscal 2025 and fiscal 2024, $ 1.3 million of right-of-use operating lease assets are included in the following table which summarizes Property and Equipment, Net and Right-of-Use Operating Lease Assets by geographic area:

For fiscal 2026 and 2025 , $ 1.1 million and $ 1.3 million, respectively, of right-of-use operating lease assets are included in the following table which summarizes Property and Equipment, Net and Right-of-Use Operating Lease Assets by geographic area:

Year Ended January 31,

8 unchanged sentences

Concentrations

Credit Risk — As of January 31, 2025 , we had two customers that individually exceeded 10 % of consolidated accounts receivable.

As of January 31, 2024 , we had four customers that individually exceeded 10 % of consolidated accounts receivable.

Revenue Risk — In fiscal 2025 and 2024 , our single largest customer accounted for approximately 36 % and 21 %, respectively, of our consolidated revenues, with these revenues being generated from the Seamap Marine Products segment.

Credit Risk — As of January 31, 2026 , we had three customers that individually exceeded 10 % of consolidated accounts receivable.

As of January 31, 2025 , we had two customers that individually exceeded 10 % of consolidated accounts receivable.

Revenue Risk — In fiscal 2026 and 2025 , our single largest customer accounted for approximately 18 % and 36 %, respectively, of our consolidated revenues, with these revenues being generated from the Seamap segment.

Together, our five largest customers accounted for approximately 69 % and 73 % of our consolidated revenues in fiscal 2026 and fiscal 2025 , respectively.

4 unchanged sentences

However, should those relationships deteriorate, the Company may have difficulty in obtaining new technology requested by its customers and maintaining the existing equipment in accordance with manufacturers’ specifications.

Subsequent events

On March 17, 2026, the Company has entered into a trade finance facility with HSBC Singapore for the issuance from time to time of letters of credit or bank guarantees.

The Company has entered into this facility to provide flexibility for potential future projects and to allow the Company to respond efficiently and economically as these potential projects may arise.

As of April 16, 2026, there has been no activity associated with this trade facility.

MIND TECHNOLOGY, INC.

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures