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MIND TECHNOLOGY, INC

For the period ended Jan 31, 2026. Filed Apr 20, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Apr 20, 2026

MIND$3.25-2.7%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

MIND Technology, Inc.

Notes to Consolidated Financial Statements

1. Organization, Liquidity and Summary of Significant Accounting Policies

Organization—MIND Technology, Inc., a Delaware corporation (the “Company”), was incorporated in1987. 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.

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. As of January 31, 2026,the Company didnot* 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.

Revenue Recognition of Repair Services and Equipment Upgrades—Revenue and cost of sales from the provision of repair services and equipment upgrades are recognized “over time” pursuant to the practical expedient under which revenue is recognized when invoiced.

Revenue Recognition of Service Agreements—In some cases the Company provides on-going support services pursuant to contracts that generally have a term of 12 months. The Company recognizes revenue from these contracts ratably over the term of the contract. The Company* mayalso provide support services on a time and material basis. Revenue from these arrangements is recognized as the services are provided. For certain new systems, the Company provides support services for up to12* months atno additional charge. Any amounts attributable to these support obligations are immaterial. Revenues from service contracts for fiscal2026 and2025 werenot material and as a result arenot presented separately in the financial statements.

Allowance for Credit Losses—Trade receivables are uncollateralized customer obligations due under normal trade terms. The carrying amount of trade receivables and contracts receivable is reduced by a valuation allowance that reflects management’s estimate of the amounts that willnot be collected, based on the age of the receivable, payment history of the customer, general industry conditions, general financial condition of the customer and any financial or operational leverage the Company* mayhave in a particular situation. Amounts are written-off when collection is deemed unlikely. Past due amounts are determined based on contractual terms. The Company generally doesnot* charge interest on past due accounts.

Cash and Cash Equivalents—The Company considers all highly liquid investments with an original maturity ofthree months or less at the date of purchase to be cash equivalents.

Inventories—Inventories are stated at the lower of cost or realizable value. The Company determines cost on the basis of Average or Standard Cost. An allowance for obsolescence is maintained to reduce the carrying value of any inventory items that* may*become obsolete. Inventories are periodically monitored to ensure that the allowance for obsolescence covers any obsolete items.

F-9

Property and Equipment—Property and equipment is carried at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the related estimated useful lives. The estimated useful lives of equipment range from three toseven years. Buildings are depreciated over 30 years and property improvements are amortized over 10 years or the shorter of their useful life. Leasehold improvements are amortized over the shorter of the estimated useful life or the life of the respective leases.No salvage value is assigned to property and equipment. Significant improvements are capitalized while maintenance and repairs are charged to expense as incurred.

Intangible Assets—Intangible assets are carried at cost, net of accumulated amortization. Amortization is computed on the straight-line method (for customer relationships, the straight-line method isnot materially different from other methods that estimate run off of the underlying customer base) over the estimated life of the asset. Proprietary rights, developed technology and amortizable tradenames are amortized over a 10 to 15-year period. Customer relationships are amortized over aneight-year period. Patents are amortized over aneight toten-year period.

Impairment—The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value* may**not* be recoverable*.* In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows arenot sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows as well as the estimated fair value of long-lived assets involves significant estimates on the part of management.

Product Warranties—Seamap provides its customers warranties against defects in materials and workmanship generally for a period ofthree months after delivery of the product. For fiscal2026 and2025, warranty expense was approximately $595,000 and $900,000, respectively.

Income Taxes—The Company accounts for income taxes under the liability method, whereby the Company recognizes deferred tax assets and liabilities which represent differences between the financial and income tax reporting basis of its assets and liabilities. Deferred tax assets and liabilities are determined based on temporary differences between income and expenses reported for financial reporting and tax reporting. The Company has assessed, using all available positive and negative evidence, the likelihood that the deferred tax assets will be recovered from future taxable income.

The weight given to the potential effect of positive and negative evidence is commensurate with the extent to which it can be objectively verified. The preponderance of negative or positive evidence supports a conclusion regarding the need for a valuation allowance for some portion, or all, of the deferred tax asset. The more significant types of evidence considered include the following:

•projected taxable income in future years;
•our history of taxable income within a particular jurisdiction;
•any history of deferred tax assets expiring prior to realization;
•whether the carry forward period is so brief that it would limit realization of tax benefits;
•other limitations on the utilization of tax benefits;
•future sales and operating cost projections that will produce more than enough taxable income to realize the deferred tax asset based on existing sales prices and cost structures;
•our earnings history exclusive of the loss that created the future deductible amount coupled with evidence indicating that the loss is an aberration rather than a continuing condition; and
•tax planning strategies that will create additional taxable income.

Use of Estimates—The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Estimates are used for, butnot limited to, the allowance for credit losses, inventory obsolescence, lease liabilities, valuation allowance on deferred tax assets, the evaluation of uncertain tax positions, estimated depreciable lives of fixed assets and intangible assets, impairment of fixed assets and intangible assets, assessment of warranty reserve balances and the valuation of stock options. Future events and their effects cannot be perceived with certainty. Accordingly, these accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results could differ from these estimates.

F-10

Substantial judgment is necessary in the determination of the appropriate levels for the Company’s inventory reserve because the Company must make assumptions about the future use and fit for purposefulness of certain inventory items. As a result, the Company’s inventory reserves could change in the future, and such change could be material to the financial statements taken as a whole. The Company must also make judgments with respect to quantitative analysis prepared in conjunction with impairment analysis related to intangible assets.

Fair Value of Financial Instruments—The Company’s financial instruments consist of cash and cash equivalents, accounts and contracts receivable and accounts payable.

The Financial Accounting Standards Board (“FASB”) has issued guidance on the definition of fair value, the framework for using fair value to measure assets hierarchy, which prioritizes the inputs used to measure fair value. These tiers include:

•Level 1: Defined as observable inputs such as quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
•Level 2: Defined as pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current and contractual prices for the underlying instruments, as well as other relevant economic measures.
•Level 3: Defined as pricing inputs that are unobservable form objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The Company doesnot have any assets or liabilities that it measures at fair value on a recurring basis. The Company measures the fair values of intangibles and other long-lived assets on a non-recurring basis if required by impairment tests applicable to these assets. Based on the results of our qualitative reviews,no quantitative tests were applicable during fiscal years2026 and2025.

Leases—The Company determines if an arrangement is a lease at inception. Operating leases are recorded as right-of-use assets and operating lease liabilities. The Company doesnot recognize leases with an initial term of less than12 months and doesnot separate lease and non-lease components. The Company hasnot entered into any financing leases.

Operating lease right-of-use assets represent a right to use an underlying asset for the lease term and operating lease right-of-use liabilities represent an obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term and use an implicit rate when readily available. Since most of the Company’s leases donot provide an implicit rate the Company utilizes the incremental borrowing rate to determine the present value of lease payments. The rate will take into consideration the underlying asset’s economic environment, including the length of the lease term and currency that the lease is payable in. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Stock-Based Compensation—Stock-based compensation expense is recorded based on the grant date fair value of share-based awards. Restricted stock awards are valued at the closing price on the date of grant. Determining the grant date fair value for options requires management to make estimates regarding the variables used in the calculation of the grant date fair value. Those variables are the future volatility of our Common Stock price, the length of time an optionee will hold their options until exercising them (the “expected term”), and the number of options that will be forfeited before they are exercised (the “forfeiture rate”). We utilize various mathematical models in calculating the variables. 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 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. Net income (loss) per diluted common share is computed using the weighted average number of common shares and potential common shares outstanding during the period. Potential common shares result from the assumed exercise of outstanding Common Stock options having a dilutive effect using the treasury stock method, from unvested shares of restricted stock using the treasury stock method and from outstanding Common Stock warrants. For fiscal2026 and2025, the following table sets forth the number of potentially dilutive shares that* may*be issued pursuant to options, restricted stock and warrants outstanding used in the per share calculations.

Year Ended
January 31,
20262025
(in thousands)
Stock options70—
Total dilutive shares70—

For fiscal2026 and2025, respectively, potentially dilutive common shares, were immaterial and didnot change the calculation of diluted income per share for those periods.

F-11

2. New Accounting Pronouncements

In* November 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")No. 2023-07, Segment Reporting (Topic280*): Improvements to Reportable Segment Disclosures ("ASU2023-07"), to enhance the disclosures public entities provide regarding significant segment expenses so that investors can better understand an entity’s overall performance and assess potential future cash flows. ASU2023-07 is effective for our annual periods beginning* February 1, 2024and interim periods within fiscal years beginning February 1, 2025.The adoption of this standard only impacted our disclosures. See Note14*- "Segment Reporting" for additional details.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures (“ASU2023-09”). ASU2023-09 seeks to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for the Company on* February 1, 2025.The Company has revised its disclosures regarding income taxes (See Note11*-"Income Taxes") to comply with these new requirements and has adopted the standard prospectively.

In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic220-40) ("ASU2024-03"), to enhance the disclosures public entities provide regarding specified information about certain costs and expenses at each interim and annual reporting period so that investors can better understand an entity’s overall performance, including its cost structure, and assess potential future cash flows. ASU2024-03 is effective for our annual periods beginning* February 1, 2027and interim periods within fiscal years beginning February 1, 2028.*The Company is evaluating the new guidance to determine the impact it will have on the disclosures to its consolidated financial statements.

3. Revenue from Contracts with Customers

The following table presents revenue from contracts with customers disaggregated by timing of revenue recognition:

Twelve Months Ended January 31,
20262025
(in thousands)
Total revenue recognized at a point in time$39,606$45,189
Total revenue recognized over time$1,341$1,674
Total revenue from contracts with customers$40,947$46,863

The following table presents revenue from contracts with customers disaggregated by geography, based on the location of our customers:

Twelve Months Ended January 31,
20262025
Revenue from contracts with customers: · (in thousands)
United States$3,005$2,478
China10,89717,720
Norway21,11021,956
Turkey2,116634
Singapore—366
Japan1,121340
Other2,6983,369
Total revenue from contracts with customers$40,947$46,863

Performance Obligations

The revenue from products manufactured and sold by our Seamap business is generally recognized at a point in time, or when the customer takes possession of the product, based on the terms and conditions stipulated in our contracts with customers. However, from time to time our Seamap business provides repair and maintenance services, or performs upgrades, on customer-owned equipment in which case revenue is recognized over time. In addition, our Seamap business provides annual Software Maintenance Agreements (“SMA”) to customers who have an active license for software embedded in Seamap products. The revenue from SMA is recognized over time, with the total value of the SMA amortized in equal monthly amounts over the life of the contract. The duration of SMA contracts isone year or less. We donot have elements of variable consideration within these contracts.

As of* January 31, 2026* and* January 31,*2025, there wereno significant outstanding liability balances for refunds or returns due to the nature of our contracts and the services and products we provide. Our warranties are limited to assurance warranties that are of a standard length and arenot considered to be material rights. For fiscal2026 and fiscal2025, we didnot recognize revenue from performance obligations satisfied in a prior periods.

F-12

Contract Balances

Prepayments and deferred revenue on SMAs have a significant impact our contract liabilities. Considering the products manufactured and sold by our Seamap business and the Company’s standard contract terms and conditions, we expect our contract assets and liabilities to turn over, on average, within athree tosix-month period. We donot have any long-term service contracts or related long-term contract assets or liabilities. Costs to obtain and fulfill contracts are considered immaterial and are expensed during the period when incurred. 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 $501,000 during fiscal2026 due primarily to recognition of revenue during the year.

As of* January 31, 2026* and2025 contract assets and liabilities consisted of the following:

January 31, 2026January 31, 2025
Contract Assets: · (in thousands)
Contract assets, beginning balance$20$26
Revenue accrued—20
Amounts billed(20)(26)
Total unbilled revenue$—$20
Contract Liabilities:
Contract liabilities, beginning balance$1,792$3,649
Deferred revenue and customer deposits1,2301,526
Revenue recognized(1,731)(3,383)
Total deferred revenue & customer deposits$1,291$1,792

With respect to the disclosures above, sales and transaction-based taxes are excluded from revenue. Also, we expense costs incurred to obtain contracts because the amortization period would beone year or less. These costs are recorded in selling, general and administrative expenses.

4. Supplemental Statements of Cash Flows Information

Supplemental disclosures of cash flows information for fiscal2026 and2025 were as follows (in thousands):

Year Ended January 31,
20262025
Right-of-use assets obtained in exchange for operating lease liabilities (See Note 7 - "Leases".)$950$834
Income taxes paid - federal——
State-
Other148
Income taxes paid - foreign
Singapore2,0661,343
United Kingdom—159
Other122144
Total income taxes paid$2,202$1,654

5. Inventories

Inventories consisted of the following (in thousands):

As of January 31,
20262025
Raw materials$7,722$8,485
Finished goods2,8453,980
Work in progress2,1782,817
Cost of inventories12,74515,282
Less allowance for obsolescence(1,595)(1,537)
Net inventories$11,150$13,745

F-13

6. Property and Equipment

Property and equipment consisted of the following (in thousands):

As of January 31,
20262025
Furniture and fixtures8,7489,246
Autos and trucks227227
Land and buildings1,585997
Cost of property and equipment10,56010,470
Less accumulated depreciation(9,325)(9,580)
Net book value of property and equipment$1,235$890

Depreciation expense on property, plant and equipment was approximately $301,000 for fiscal2026, and approximately $306,000 for fiscal2025.

Location of property and equipment (in thousands):

As of January 31,
20262025
United States$685$384
United Kingdom238104
Singapore3492
Malaysia278310
Net book value of property and equipment$1,235$890

7. Leases

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

F-14

Lease expense for thetwelve months ended* January 31, 2026and2025* was approximately $930,000 and $860,000, respectively, and was recorded as a component of operating income.

Supplemental balance sheet information related to leases as of* January 31, 2026and2025* was as follows (in thousands):

As of January 31,
Lease20262025
Assets
Operating lease right-of-use assets$1,092$1,320
Liabilities
Operating lease liabilities$1,092$1,320
Classification of lease liabilities
Current liabilities$686$577
Non-current liabilities406743
Total Operating lease liabilities$1,092$1,320

Lease-term and discount rate details as of* January 31, 2026and2025* were as follows:

As of January 31,
Lease term and discount rate20262025
Weighted average remaining lease term (years)
Operating leases2.641.39
Weighted average discount rate:
Operating leases15%14%

Supplemental cash flow information related to leases on* January 31, 2026and2025* was as follows (in thousands):

As of January 31,
Lease20262025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(930)$(987)
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases$950$834

Maturities of lease liabilities on* January 31, 2026and2025* were as follows (in thousands):

As of January 31,
2026 · 2025
2027$789$718
2028292526
2029115275
20304635
203122—
Thereafter——
Total payments under lease agreements$1,264$1,554
Less: imputed interest(172)(234)
Total lease liabilities$1,092$1,320

F-15

8. Intangible Assets

Intangible assets consisted of the following:

January 31, 2026 · January 31, 2025
Weighted
Average · Gross · Net · Gross · Net
Life at · Carrying · Accumulated · Carrying · Carrying · Accumulated · Carrying
1/31/2026 · Amount · Amortization · Amount · Amount · Amortization · Amount
(in thousands) · (in thousands)
Proprietary rights3.0$7,472$(5,911)1,561$7,472$(5,501)1,971
Customer relationships—4,884(4,884)—4,884(4,884)—
Patents0.62,540(2,362)1782,540(2,269)271
Trade name0.3134(130)4134(121)13
Other0.1498(488)10481(428)53
Amortizable intangible assets$15,528$(13,775)$1,753$15,511$(13,203)$2,308

The Company didnot record impairment of intangible assets during fiscal years2026 and2025.

Aggregate amortization expense was approximately $572,000 and $638,000 for fiscal2026 and2025, 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:
2027$391
2028312
2029213
2030213
2031213
Thereafter411
Total$1,753

F-16

9. Stockholders’** Equity**

At the virtual Special Meeting of Preferred Stockholders held on* August 29, 2024,our preferred stockholders approved an amendment to our Certificate of Designations, Preferences and Rights of 9.00% Series A Cumulative preferred stock, to provide that each share of9.00%* Series A Cumulative Preferred Stock, $1.00 par value per share (the “Preferred Stock”) shall be converted into 3.9 shares of common stock, $0.01 par value per share (the “common stock”) upon the election of our Board of Directors. On* September 4, 2024,all outstanding shares of Preferred Stock were converted into common stock and retired. The Company issued approximately 6,600,000 shares of common stock in connection with the conversion. Accordingly, the Companyno* longer has obligations regarding Preferred Stock dividends, including undeclared dividends from previous periods. The common stock issued was recorded at its market value at the date of issuance less transaction costs related to the conversion. 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* 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 mayoffer 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 hasno* obligation to sell any of its shares under the Sales Agreement and* maysuspend solicitations and offers under the Sales Agreement at any time. Duringtwelve*-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 thetwelve*-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, 2026and2025*, respectively.

F-17

10. Related Party Transaction

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 receivedno* portion of the above-mentioned compensation.

For thetwelve months ended* January**31,* 2026, Lucid received compensation ofapproximately$239,000 related to sales of common stock pursuant to the Sales Agreement. The Non-Executive Chairman of the Board receivedno portion of the compensation paid to Lucid. See Note9 - "Stockholders' Equity" for discussion of the Company's entry into the Sales Agreement with Lucid.

11. Income Taxes

Year Ended January 31,
20262025
(in thousands)
Income (loss) before income taxes is attributable to the following jurisdictions:
Domestic$(8,333)$(6,049)
Foreign11,23413,107
Total$2,901$7,058
The components of income tax expense (benefit) were as follows:
Current:
Domestic$—$2
Foreign2,3661,947
2,3661,949
Deferred:
Domestic——
Foreign(215)35
(215)35
Income tax expense$2,151$1,984

F-18

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

AmountPercentage
Federal income tax at 21%$60921%
Nontaxable or nondeductible Items
Global intangible low tax income ("GILTI") inclusion2,04070.32%
Excess tax deficiency for share-based payments under ASU 2016-0962421.51%
Other reconciling items(12)(0.41%)
Changes in Valuation Allowance(903)(31.13%)
Foreign Tax Effects
Canada
Nondeductible Fines and Penalties983.38%
Other(34)(1.17%)
United Kingdom
Changes in Valuation Allowance1966.76%
Deferred tax rate change(180)
Other230.79%
Singapore
Statutory tax rate difference between Singapore and U.S.(428)(14.75%)
Depreciation & Amortization1174.03%
Statutory Adjustments44115.20%
Other(23)(0.79%)
Malaysia
Changes in Valuation Allowance(295)(10.17%)
Statutory Adjustments(164)(5.65%)
Other421.45%
$2,15174.15%
Year Ended
January 31,
Federal income tax at 21%$1,482
Taxes created by return to provision adjustments to prior year temporary differences110
Global intangible low tax income ("GILTI") inclusion2,449
Permanent differences61
Foreign effective tax rate differential(429)
Valuation allowance on deferred tax assets(1,903)
Excess tax deficiency for share-based payments under ASU 2016-09149
Other65
$1,984

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

As of January 31,
20262025
(in thousands)
Deferred tax assets:
Net operating losses$24,820$24,613
Tax credit carry forwards334334
Stock option book expense278581
Allowance for credit losses9798
Inventory438475
Accruals not yet deductible for tax purposes132113
Fixed assets1263
Intangible assets1948
Disallowed interest expense10098
Other1,243945
Gross deferred tax assets27,45528,268
Valuation allowance(27,153)(28,181)
Deferred tax assets30287
Deferred tax liabilities:
Other——
Deferred tax liabilities——
Unrecognized tax benefits——
Total deferred tax liabilities, net$—$—

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 fiscal2026.* While we are still assessing the overall impact of the OBBBA, we donot 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,arenot* deemed indefinitely reinvested outside of the United States. However, determination of the amount of deferred taxes with respect to the undistributed foreign earnings isnot practicable. Therefore, the Company hasnot recorded a deferred tax liability associated with the undistributed foreign earnings as of* January 31, 2026*.

Included in deferred tax assets is approximately $278,000 related to stock-based compensation, including non-qualified stock options. Recent market prices for the Company’s Common Stock remain below the exercise price of a number of options outstanding as of* January 31, 2026*. Should the market price of the Company’s Common Stock remain below the exercise price of the options, these stock options will expire without exercise. In accordance with the provisions of ASC718-740-10, a valuation allowance hasnot been computed based on the decline in stock price.

F-19

As of* January 31, 2026*, the Company has recorded valuation allowances of approximately $27.2 million related to deferred tax assets. These deferred tax assets relate primarily to net operating loss carryforwards in the United States and other jurisdictions. These net operating loss carry forwards are subject to limitation and future expiration. The valuation allowances were determined based on management’s judgment as to the likelihood that the deferred tax assets wouldnot be realized. The judgment was based on an evaluation of available evidence, both positive and negative.

On* January 31, 2026*, the Company had tax credit carry forwards of approximately $334,000, which amounts can be carried forward through at least2027.

As of* January 31, 2026*, and2025 the Company hadno unrecognized tax benefits attributable to uncertain tax positions.

The Company recognizes interest and penalties related to income tax matters as a component of income tax expense.

The Company files U.S. federal income tax returns as well as separate returns for its foreign subsidiaries within their local jurisdictions. The Company’s U.S. federal tax returns are subject to examination by the IRS for fiscal years ended* January31,* 2022, through 2026. The Company’s tax returns* mayalso be subject to examination by state and local revenue authorities for fiscal years ended January31,* 2021, through 2026. The Company’s Singapore income tax returns are subject to examination by the Singapore tax authorities for fiscal years ended* January31,* 2018, through 2026. The Company’s tax returns in other foreign jurisdictions are generally subject to examination for the fiscal years ended* January31,* 2019 through* January 31, 2026*.

12. Commitments and Contingencies

Purchase Obligations—On* January 31, 2026* and* January 31,*2025, the Company had approximately $3.3 million and $4.7 million in purchase orders outstanding, respectively.

13. Stock Option Plans

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 fiscal2026 and2025 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. The Company estimates the forfeiture rate based on its historical experience regarding employee terminations and forfeitures.

The fair value of each option award is estimated as of the date of grant using a Black-Scholes-Merton option pricing formula. 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 the simplified method. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield wasnot considered in the option pricing formula since the Company doesnot pay dividends and hasnot paid any dividends since its incorporation. The weighted average grant-date fair value of options granted during fiscal2026 and2025 was $6.38 and $4.24, respectively. The assumptions for the periods indicated are noted in the following table.

Weighted average Black-Scholes-Merton fair value assumptions

Year Ended January 31,
20262025
Risk free interest rate3.85%-3.85%3.54-4.47%
Expected life (in years)65.52-6.87
Expected volatility85%66-82%
Expected dividend yield0.00%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. The Company hadno excess tax benefits during fiscal2026 and2025.

The Company has share-based awards outstanding under the MIND Technology, Inc. Stock Awards Plan (“the Plan”). Stock options granted and outstanding under the Plan generally vest evenly over three years and have a 10-year contractual term. The exercise price of a stock option generally is equal to the fair market value of the Company’s Common Stock on the option grant date. As of* January 31, 2026*, there were approximately 52,000 shares available for grant under the Plan. The Plan provides for awards of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units and phantom stock. New shares are issued upon vesting for restricted stock and upon exercise for options.

F-20

Stock Based Compensation Activity

The following table presents a summary of the Company’s stock option activity for the fiscal year ended* January 31, 2026*:

Weighted
Average
Weighted · Remaining · Aggregate
Number ofAverageContractualIntrinsic
SharesExerciseTermValue
(in thousands)Price(in years)(in thousands)
Outstanding, January 31, 2025621$11.937.93$—
Granted4208.64
Exercised(38)6.18
Forfeited(1)7.90
Expired(82)29.60
Outstanding, January 31, 2026920$9.088.72$—
Exercisable at January 31, 2026221$13.926.78$—
Nonvested at January 31, 2026699$7.559.34$—

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of thefourth quarter of fiscal2026 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on* January 31, 2026*. This amount changes based upon the market value of the Company’s Common Stock. Approximately 38,000 options were exercised during fiscal2026. No options were exercised during fiscal2025. The fair value of options that vested during the fiscal years ended* January 31, 2026and2025* was approximately $1.7 million and $695,000, respectively. For fiscal2026 and fiscal2025 approximately 221,000 and 160,000 options vested, respectively.

As of* January 31, 2026*, there was approximately $2.8 million of total unrecognized compensation expense related to unvested stock options granted under the Company’s share-based compensation plans. That expense is expected to be recognized over a weighted average period of 1.7 years.

As of* January 31, 2026*, and* January 31,*2025, there wasno unvested restricted stock.

F-21

14. Segment Reporting

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
•BuoyLink relative global navigation satellite positioning systems
•SeaLink marine sensors and solid streamer systems

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. Our CODM analyzes each segment's performance using revenue and operating income. Inter-company revenue and expenses have been eliminated in the reported revenue and operating income. Our CODM uses revenue and operating income in the annual budgeting and forecasting process and considers these on a monthly basis when making determinations on the allocation of resources.

Financial information by business segment is set forth below net of any allocations (in thousands):

Year Ended January 31,
2026 · 2025
Seamap · Corporate Expenses · Consolidated · Seamap · Corporate Expenses · Consolidated
Revenues$40,947$-$40,947$46,863$-$46,863
Cost of sales22,283-22,28325,896-25,896
Selling, general and administrative6,3017,04613,3476,2934,99811,291
Research and development1,2523341,5861,6103041,914
Depreciation and amortization expense864987392618944
Operating income (loss)10,247(7,389)2,85812,138(5,320)6,818
Capital expenditures6253866341621437

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 before income taxes (in thousands):

As of January 31,
20262025
Seamap10,24712,138
Corporate Expenses(7,389)(5,320)
Operating income2,8586,818
Interest income1514
Other (expense) income(108)236
Income before income taxes2,9017,058

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

Year Ended January 31,
Assets20262025
Seamap$36,177$35,740
Corporate13,089980
Total Assets$49,266$36,720

Revenue

During the fiscal year ended* January 31,2026, four Seamap customers individually exceeded10% 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 exceeded10% of total revenue, in the amounts of approximately $16.9 million and $10.1 million.

F-22

Depreciation and Amortization Expense

Depreciation expense on property, plant and equipment, reflected in the table above, was approximately $301,000 for fiscal2026 and approximately $306,000 for fiscal2025. Amortization expense primarily relating to intangible assets, reflected in the table above was approximately $572,000 in fiscal2026 and approximately $638,000 in fiscal2025. 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.

Assets

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 fiscal2026 and2025, $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,
20262025
Property and Equipment, Net and Right-of-Use Operating Lease Assets
Foreign:
The United Kingdom$480$245
Singapore402711
Malaysia610391
Total Foreign1,4921,347
United States835863
Total PP&E net and ROU Assets$2,327$2,210

Revenue is based on the location of our customers. See Note3-"Revenue from Contracts with Customers" for disclosure of revenue by geographic area.

15. Concentrations

Credit Risk— As of* January 31, 2026*, we hadthree customers that individually exceeded 10% of consolidated accounts receivable. As of* January 31,*2025, we hadtwo customers that individually exceeded 10% of consolidated accounts receivable.

Revenue Risk— In fiscal2026 and2025, 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, ourfive largest customers accounted for approximately 69% and 73% of our consolidated revenues in fiscal2026 and fiscal2025, respectively.

Cash Risk—The Company maintains deposits and certificates of deposit with banks which* mayexceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and money market accounts which arenot* FDIC insured. In addition, deposits aggregating approximately $6.5 million and $4.8 million at* January 31, 2026* and* January 31,*2025, respectively, are held in foreign banks. Management believes the risk of loss in connection with these accounts is minimal.

Supplier Concentration—The Company has satisfactory relationships with its suppliers. 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.

16. 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 mayarise. As of April 16,2026, there has beenno* activity associated with this trade facility.

F-23

SCHEDULE II

MIND TECHNOLOGY, INC.

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Col. ACol. BCol. C(1)Col. C(2)Col. DCol. E
Balance at · Charged to · Charged
BeginningCosts andto OtherDeductionsBalance at End
Descriptionof PeriodExpensesAccountsDescribeof Period
Allowance for credit losses
January 31, 2026$332——(a)—(b)$332
January 31, 2025$332——(a)—(b)$332
Allowance for obsolete inventory
January 31, 2026$1,537227—(a)(169)(c)$1,595
January 31, 2025$1,53168—(a)(62)(c)$1,537
(a)Represents translation differences.
(b)Represents recoveries and uncollectible accounts written off.
(c)Represents sale or scrap of inventory and obsolete equipment.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.