MIND Technology Inc 2025年度报告

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission file number: 000-13490 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Acceleratedfiler☐Smallerreportingcompany☒ Largeacceleratedfiler☐Non-accelerated filer☒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 complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Table of Contents Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of July 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of theregistrant’s common stock held by non-affiliates of the registrant was $73,721,340based on the closing sale price as reported on theNASDAQ Stock Market LLC. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive proxy statement of MIND Technology, Inc. for the 2026Annual Meeting of Stockholders, which will be filed within 120 days of January 31, 2026, are incorporated by reference into Part III of this Annual Report on Form 10-K. MIND TECHNOLOGY, INC.ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTSCautionary Statement about Forward-Looking StatementsPART IItem1.BusinessItem1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresPART IIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.[Reserved]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures about Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionPART IIIItem 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.Certain Relationships and Related Transactions, and Director IndependenceItem 14.Principal AccountantFees and ServicesPART IVItem 15.Exhibits andFinancial Statement SchedulesItem 16.Form 10K SummarySignatures CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS Certain statements contained in this Annual Report on Form 10-K (this “Form-10-K”) for the fiscal year endedJanuary 31, 2026 (“fiscal2026”) constitute “forward-looking statements” within