Form 8-K

8-K — INNODATA INC

Accession: 0001104659-26-075184

Filed: 2026-06-17

Period: 2026-06-12

CIK: 0000903651

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2617967d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2617967d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2617967d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2617967d1_8k.htm · Sequence: 1

false

0000903651

2026-06-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 12, 2026

INNODATA

INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-35774

13-3475943

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation)

Identification No.)

Challenger Road

Ridgefield

Park, NJ

07660

(Address of principal executive offices)

(Zip Code)

Registrant's

telephone number, including area code (201)

371-8000

(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

INOD

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 Operations and Financial Condition.

On June 17, 2026, Innodata

Inc. (the “Company”) issued a press release reaffirming its full-year 2026 revenue growth guidance it provided on May 7, 2026,

in its first quarter earnings release and conference call. A copy of the press release is furnished with this Current Report on Form 8-K

as Exhibit 99.1.

In accordance with General

Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be

deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or

other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific

reference in such filing.

Item 5.02.

Departure of Directors or Certain Officers;

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2026, the Company

also announced the appointment of its new Executive Vice President, Chief Financial Officer and Principal Financial Officer, Mr. Jayant

Chauhan, effective as of July 6, 2026.

Effective

as of Mr. Chauhan’s appointment date Ms. Marissa Espineli, who is currently serving as the Company’s Interim Chief Financial

Officer, Principal Financial Officer, and Principal Accounting Officer, will transition to the role of Chief Accounting Officer and will

continue to serve as the Company’s Principal Accounting Officer.

Mr. Chauhan, age 51, brings

over 25 years of finance and operational experience, having most recently served as Senior Vice President of Mergers and Acquisitions

at Mphasis Corporation, a subsidiary of Mphasis Limited (BSE:526299; NSE: MPHASIS), a publicly listed global IT services company, a position

he held from November 2022 to April 2026. Prior to that, he held Senior Vice President Finance roles at EPOWERX PTE. LTD. from January

2022 to July 2022 and Oravel Stays Private Limited and OYO Hotels, Inc. (collectively, “OYO”) from August 2015 to December

2021, technology-driven growth companies. Earlier in his career, Mr. Chauhan held Vice President roles in investment banking at BMO Capital

Markets and J.P. Morgan. Mr. Chauhan holds an M.B.A. from the University of Michigan, Ann Arbor (2008), and a B.E. in Electrical Engineering

from Punjab Engineering College, India (1997).

There

is no arrangement or understanding between Mr. Chauhan and any other persons pursuant to which Mr. Chauhan was appointed as Executive

Vice President and Chief Financial Officer of the Company. There are no family relationships between Mr. Chauhan and any director, executive

officer, or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item

401(d) of Regulation S-K under the Securities Act of 1933, as amended (“Regulation S-K”), and he has no direct or indirect

material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions

currently proposed.

On June 12, 2026, the Company

and Mr. Chauhan entered into an employment agreement (the “Agreement”), effective July 6, 2026. The Agreement will continue

until terminated by the Company or Mr. Chauhan in accordance with its termination provisions.

Under the terms of the Agreement,

Mr. Chauhan will serve as the Company’s Executive Vice President and Chief Financial Officer of the Company. Mr. Chauhan will receive

an annual base salary of $460,000, subject to annual discretionary increases as determined by the Company’s Compensation Committee

of the Board of Directors of the Company (the “Compensation Committee”). Additionally, Mr. Chauhan is eligible to receive

annual cash bonuses, with a target bonus opportunity of not less than 75% of Mr. Chauhan’s base salary for the applicable calendar

year, and subject to achievement of performance metrics established by the Compensation Committee. Mr. Chauhan is also eligible for equity-based

and/or non-equity based awards and incentives as determined by the Compensation Committee. The Agreement also provides for indemnification,

other benefits including an annual health assessment, long-term disability and life insurance, and contains restrictive covenants, including

confidentiality, and non-interference restrictions.

In the event Mr. Chauhan’s

employment is terminated by the Company, other than for Cause (as defined in the Agreement), death or disability, or if he resigns for

Good Reason (as defined in the Agreement), Mr. Chauhan will be entitled to receive: (i) severance equal to 100% of the sum of (A) his

base salary in effect immediately prior to his termination and (B) the greater of his most recently declared bonus or the average of his

three most recently declared bonuses, payable over 12 months; (ii) continued medical and dental benefits until the earlier of the end

of the maximum applicable COBRA coverage period or for the 12 months following termination (or cash payments in lieu thereof following

expiration of COBRA coverage); and (iii) continued life and long-term disability insurance for 12 months following the termination. Receipt

of these benefits is subject to Mr. Chauhan’s execution of a separation agreement and release of claims and compliance with post-termination

restrictive covenants.

In the event Mr. Chauhan’s

employment is terminated by the Company coincident with a Change of Control (as defined in the Agreement), Mr. Chauhan will be entitled

to receive a separation payment consisting of: (i) a lump-sum payment, payable within 30 days following his termination, equal to 200%

of the sum of his base salary as in effect immediately prior to his termination and the greater of his most recently declared bonus or

the average of his three most recently declared bonuses; (ii) continued medical and dental benefits for up to 24 months following termination

(or, if shorter, through the end of the applicable COBRA coverage period, with cash payments in lieu of coverage thereafter); (iii) continued

life and long-term disability insurance for 24 months following termination; and (iv) accelerated vesting of outstanding unvested equity

and other incentive awards.

All payments and benefits

are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code (“Section 409A”).

connection with his employment, Mr. Chauhan will receive an initial grant of restricted stock units (“RSUs”) valued at $1.3

million, with 50% of such grant consisting of performance-based RSUs. Mr. Chauhan and the Company have also entered into a customary

indemnification agreement, a form of which has been previously filed as Exhibit 10.1 to our Current Report on Form 8-K with the Securities

and Exchange Commission on February 23, 2022.

The description of the Agreement

is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached to this Current Report on Form

8-K as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

Exhibit Index

Exhibit

Description

10.1

Employment Agreement, by and between Innodata Inc. and Jayant Chauhan effective July 6, 2026.

99.1

Press Release dated June 17, 2026.

104

Cover Page Interactive Data File (formatted in iXBRL).

SIGNATURE

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 thereunto

duly authorized.

INNODATA INC.

Date: June 17, 2026

By:

/s/ Amy R. Agress

Amy R. Agress

Senior Vice President and General Counsel

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2617967d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”)

effective as of July 6, 2026 (the “Effective Date”), by and between INNODATA INC., a Delaware corporation (the “Company”),

and JAYANT CHAUHAN (the “Executive”).

WHEREAS, the Company and the Executive

wish to enter into an agreement as to the terms of the Executive’s employment with the Company;

NOW, THEREFORE, the parties hereby agree as follows:

1. Employment. As of the Effective Date the Company hereby employs the Executive as its Executive Vice President and Chief Financial

Officer for and during the Term of this Agreement (as set forth in Paragraph 4). The Executive hereby accepts employment with the Company

under the terms and conditions set forth in this Agreement.

2. Duties and Authorities of the Executive. Throughout the Term, the Executive shall have such duties and authorities as shall be

consistent with his position as Executive Vice President and Chief Financial Officer of the Company, as may be reasonably assigned to

him from time to time by the Chief Executive Officer of the Company (the “CEO”), and he shall report solely and directly

to CEO.

3. Full Business Time. Throughout the Term, the Executive agrees to devote substantially all of his professional time and efforts

to the performance of his duties hereunder. Provided that such activities do not violate any term or condition of this Agreement, or materially

interfere with the performance of his duties hereunder, or create a conflict of interest, nothing herein shall prohibit the Executive

from (a) participating in other business activities, (b) engaging in charitable, civic, fraternal or trade group activities, (c) investing

his personal assets in other entities or business ventures, subject to any policies of the Company applicable to all executive personnel

of the Company, or (d) serving on the board of directors of another entity, provided that such board service is approved in advance in

writing by the Board.

4. Term. The term of this Agreement shall commence on July 6, 2026, and shall end when terminated pursuant to Paragraph 7 of this

Agreement (the “Term”).

5. Compensation.

(a) Base Compensation. The Company shall pay the Executive an annualized base salary (“Base Salary”) at the rate

of Four Hundred Sixty Thousand Dollars ($460,000), subject to annual performance reviews, such reviews to be coterminous with the annual

reviews of the Company’s other senior executives, but in all events such review shall occur no later than March of each calendar

year during the Term for discretionary increases to be applicable for the twelve (12) consecutive month period commencing on the respective

next April 1 (the first such increase, if any, commencing April 1, 2027) as determined by the Compensation Committee of the Board (the

“Compensation Committee”) in its sole and absolute discretion. Base Salary payments shall be paid in accordance with

the Company’s regular payroll practices, subject to deduction for applicable U.S. federal, state and local withholding taxes. The

Executive’s Base Salary shall at no time during the Term be reduced.

(b) Cash Incentive Compensation. For each calendar year during the Term, the Executive shall be eligible to receive a cash bonus (“Bonus”),

provided that the Executive’s performance for the Company for such calendar year is satisfactory (as determined by the quantitative

objectives as established below) in an amount, if any, to be determined in the sole and absolute discretion of the Compensation Committee.

The Bonus for each such calendar year will be payable in accordance with the general policies and procedures for payment of incentive

compensation to senior executive personnel of the Company; provided, however, that in no event shall such payment be made later

than the March 15 of the calendar year next following the close of the calendar year for which such Bonus is earned. The amount of Bonus

will be conditioned on the attainment of certain quantitative objectives established by the Compensation Committee in its sole and absolute

discretion and communicated thereby in writing to the Executive within the first ninety (90) days of the applicable calendar year. The

Executive’s “target” Bonus amount for each calendar year shall be seventy-five percent (75%) of the annual rate of the

Executive’s then Base Salary in effect for the calendar year for which the Bonus is to be determined. Executive’s eligibility

for, participation in, and the terms and conditions of any Bonus hereunder shall be set forth in separate official Bonus plan documents,

the terms and conditions of which shall exclusively govern the payment of any Bonus described in this Paragraph 5(b). Bonus payments shall

be subject to deduction for applicable U.S. federal, state and local withholding taxes.

(c) Equity-Based and other Incentive Compensation. The Executive shall be granted equity and/or non-equity-based awards and incentives

under the Company’s incentive plans from time to time. Equity awards may include restricted stock units, performance-based units,

stock options or other equity-based awards. The types and amounts of such grants shall be determined by the Compensation Committee in

its sole and absolute discretion; provided, however, that any such award which is a stock option shall provide for an exercise

price equal to the fair market value at the time of the grant of the underlying shares subject thereto, and the terms of any stock option

or other incentive award shall be at least equivalent to the terms of any stock option or other incentive award, as applicable, granted

to the next highest ranking executive of the Company, at the time of any grant to the Executive. The Executive’s eligibility for

participation, and the terms and conditions of any awards hereunder shall be set forth in separate official incentive plan documents,

the terms and conditions of which shall exclusively govern the award, vesting, exercise and all other aspects of the awards described

in this Paragraph 5(c). Upon the Executive’s termination coincident with the occurrence of a “Change of Control” (as

defined below), all then-outstanding equity-based or non-equity-based compensation awards, rights or entitlements theretofore granted

or awarded to the Executive by the Company, including but not limited to those awarded to the Executive under this Paragraph 5(c), shall

automatically and immediately become fully vested and, as applicable, exercisable and relieved of any and all otherwise applicable transfer

restrictions, lock-up or performance requirements and other restrictions and/or contingencies of any kind. Upon any such acceleration,

equity-based or non-equity-based awards with tiered performance metrics and payouts for which the performance period has not yet ended

shall be considered to have met 100% of the payout target of such award. For purposes of this Agreement, a “Change of Control”

shall be deemed to have occurred as of the earliest of any of the following to occur during the Term:

(i) The closing of a transaction by the Company or any person (other than the Company, any subsidiary of the Company or any employee benefit

plan of the Company or of any subsidiary of the Company) (a “Person”), together with all “affiliates and “associates”

(within the meanings of such terms under Rule 12b-2 of the Securities Exchange Act of 1934, as amended) (the “Exchange Act”)

of such Person, shall be the beneficial owner of thirty percent (30%) or more of the Company’s then outstanding voting stock (“Beneficial

Ownership”);

(ii) A change in the constituency of the Board such that, during any period of thirty-six (36) consecutive months, at least a majority of the

entire Board shall not consist of Incumbent Directors. For purposes of this Paragraph 5(c)(ii), “Incumbent Directors”

shall mean individuals who at the beginning of such thirty-six (36) month period constitute the Board, unless the election or nomination

for election by the shareholders of the Company of each such new director was approved by a vote of a majority of the Incumbent Directors;

(iii) The closing of a transaction involving the merger, consolidation, share exchange or similar transaction between the Company and any other

corporation other than a transaction which results in the Company’s voting stock immediately prior to the consummation of such transaction

continuing to represent (either by remaining outstanding or by being converted into voting stock of the surviving entity) at least two-thirds

(2/3rds) of the combined voting power of the Company’s or such surviving entity’s outstanding voting stock immediately after

such transaction; or

(iv) The closing

of a transaction involving the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially

all of the Company’s assets; or

(v) A plan of liquidation or dissolution of the Company goes into effect.

6. Employee Benefits.

(a) Throughout his employment during the Term, the Company shall provide the Executive and all of his dependents with group medical and dental

insurance in amounts of coverage available to senior executives of the Company with employee payment obligations on the same terms as

such other senior executives. However, if the Executive does not meet the requirements of the Company’s insurance underwriters,

which requirements shall be uniformly applicable to all of the Company’s senior executive personnel, the Company shall not provide

the Executive with such insurance but, in lieu thereof, the Company shall pay to the Executive the amounts it would otherwise have paid

for the insurance premiums on the Executive’s behalf had the Executive met such requirements, which amounts, if any, shall be paid

at the same time as the insurance premiums would have been paid by the Company if the Executive had been covered under such insurance.

(b) The Executive shall be entitled to four (4) weeks paid vacation for each twelve (12) consecutive-month period occurring during the Term,

which vacation shall be taken by the Executive in accordance with the reasonable business requirements of the Company. Two (2) weeks of

vacation time per each twelve (12) consecutive-month period may be carried over from one period to the next. The Executive’s vacation

shall accrue at the rate of one (1) week per calendar quarter during the Term.

The

Executive shall be entitled to payment for any accrued, but unused vacation, upon the termination of his employment with the Company;

provided that in no event shall the amount of such payment exceed payment for six (6) weeks of accrued, but unused, vacation. Such amount

shall be paid in a single lump sum as soon as practicable following the Executive’s termination of employment with the Company,

but in no event later than ninety (90) days following such termination.

(c) Throughout the Term, the Executive shall be entitled to participate in all welfare benefit and tax-qualified and nonqualified retirement

plans maintained by the Company, to the extent that such participation is made available to other senior executives of the Company, and

he shall also be entitled to all other perquisites and pension, welfare benefits and retirement benefits which are made available to any

senior officer of the Company. In addition, subject to the Executive’s ability to satisfy any reasonably applicable medical requirements,

throughout the Term, solely at its own expense, the Company shall pay for a Five Million Dollar ($5,000,000.00) term life insurance policy

on the Executive’s life (the Executive shall determine the beneficiary/beneficiaries under such coverage and the Executive’s

insurance trust shall be the owner of such policy at all times) and long-term disability coverage for the Executive providing at least

sixty-six and two-thirds percent (66-2/3%) of Base Salary until the Executive attains age sixty-five (65), and that is non-cancelable

and guaranteed renewable. The Executive’s eligibility for, participation in, and the terms and conditions of such plans shall be

set forth in separate official plan documents, the terms and conditions of which shall exclusively govern.

(d) Throughout the Term, the Executive shall be entitled to prompt reimbursement for his expenses incurred in the performance of his employment

for the Company under this Agreement; provided, however, that (i) the amount of such expenses eligible for reimbursement

during a calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and (ii) in no event

shall any eligible expense reimbursement be paid later than the last day of the calendar year following the calendar year in which the

expense was incurred.

(e) During the Term, the Executive shall be entitled to reimbursement for an annual executive health assessment of one (1) to three (3) days

by a provider of his choice; provided, however, that in no event shall reimbursement under this Paragraph 6(e) exceed Five Thousand

Dollars ($5,000.00) per annum, without prior written approval from the Compensation Committee, (i) the amount of expenses eligible for

reimbursement under this Paragraph 6(e) during a calendar year shall not affect the amount of expenses eligible for reimbursement under

this Paragraph 6(e) in any other calendar year, and (ii) in no event shall any eligible expense reimbursement under this Paragraph 6(e)

be paid later than the last day of the calendar year following the calendar year in which the expense was incurred.

7. Termination. Notwithstanding any other provision in this Agreement, during the Term:

(a) Death. If the Executive dies, this Agreement shall automatically terminate as of the date of the Executive’s death.

(b) Disability. If the Executive is unable to perform his duties hereunder as a result of any physical or mental disability (i) which

continues for one hundred and eighty (180) consecutive days or (ii) for two hundred and forty-five (245) days in any three hundred and

sixty-five (365) consecutive-day period, then the Company may terminate the Executive’s employment under this Agreement upon thirty

(30) days’ written notice to the Executive, provided that the Executive’s Base Salary and Bonus shall continue to accrue ratably

and be payable for the ninety (90) day-period commencing immediately after the date of the Executive’s termination of employment

with the Company. Any Bonus paid to the Executive under this Paragraph 7(b) shall be prorated based upon Executive’s active duty

with the Company and conditioned on the attainment of the quantitative objectives established by the Compensation Committee in accordance

with Paragraph 5(b). In the event of any dispute as to whether Executive is disabled, the Company shall obtain a medical opinion from

the Company’s disability carrier or an independent licensed physician selected by the parties, which opinion shall be binding and

final upon the parties.

(c) Termination by the Company for Cause. The Company may by action of the Board (of which action the Executive shall have not less

than fifteen (15) days’ prior written notice and at which Board meeting the Executive shall be entitled to be heard), terminate

the Executive’s employment with the Company for Cause. Termination for Cause shall mean termination by the Company upon written

notification to the Executive on account of one or more of the following reasons:

(i) The Executive’s conviction by a court of competent jurisdiction in the United States of a felony or a crime (including a nolo contendere

plea) which materially and adversely affects the Company, including, in the good faith determination of the Company fraud, dishonesty

or moral turpitude;

(ii) The Executive’s willful refusal to perform his lawful duties under this Agreement or his willful misconduct with respect to such

duties, after prior written notice to the Executive of the particular details thereof and a period of thirty (30) days has elapsed for

the Executive to reasonably correct such refusal or misconduct, and the Executive’s failure to reasonably cure such refusal or misconduct

by the end of such period; provided, however, that no such cure period shall apply if the Board reasonably determines in

good faith that such refusal or misconduct is not susceptible to reasonable cure; and provided, further, that if any such

refusal or misconduct is determined by the Board in good faith to not be susceptible to reasonable cure within such thirty (30) day period,

such period shall be extended for not more than one hundred and eighty (180) additional days provided that during such period the Executive

diligently prosecutes such reasonable cure; or

(iii) The Executive’s material breach of any of the covenants set forth in Paragraphs 8, 9 and 10 of this Agreement.

(d) Resignation by the Executive. The Executive may terminate this Agreement by tendering his written resignation to the Board upon

not less than sixty (60) days advance written notice.

(e) Termination Payments. (i) In addition to any other payments and continued benefits pursuant to Paragraph 7(f), upon the Executive’s

resignation from employment with the Company pursuant to Paragraph 7(d), or upon termination of his employment with the Company by reason

of his death or his disability pursuant to Paragraph 7(a) or 7(b), the Executive or his estate shall be entitled to receive his Base Salary,

a pro rata portion of any Bonus for which he is eligible under Paragraph 5(b), based upon the Executive’s performance of his objectives

through the date of his resignation or termination, and the reimbursement of all of his incurred but unreimbursed reasonable business

expenses as provided under Paragraph 6(d), in each case to the date of the Executive’s resignation or termination. Any such Bonus

shall be payable within thirty (30) days of the date of the Executive’s resignation or termination by reason of his death, or within

one hundred twenty (120)) days of the date of the Executive’s termination by reason of his disability; provided, however,

that all such amounts shall be paid to the Executive not later than March 15 of the calendar year next following the close of the calendar

year for which such Bonus is earned.

(ii) Upon the

Executive’s termination for Cause pursuant to Paragraph 7(c), the Executive shall be entitled to receive his Base Salary and

reimbursement of all incurred and unreimbursed expenses as provided under Paragraph 6(d), in each case to the date of the

Executive’s termination. In the event that the Executive is terminated for Cause pursuant to Paragraph 7(c), the Executive

shall not be entitled to receive any Bonus under Paragraph 5(b) (on a pro rata or other basis).

(f) Severance Benefit. (i) The Executive will receive the payments and continued benefits described in Paragraph 7(f) (iii) if:

(A) The Company terminates the Executive’s employment under this Agreement at any time other than for death pursuant to Paragraph

7(a), for disability pursuant to Paragraph 7(b) or for Cause pursuant to Paragraph 7(c), or the Executive resigns from his employment

with the Company for Good Reason in accordance with Paragraph 7(f)(ii); and

(B) Upon termination of this Agreement the Executive executes a separation agreement and general release substantially similar to the form

of separation agreement and release generally used by the Company at the time of Executive’s termination (the “Release”)

within the consideration period set forth in the Release and does not revoke his acceptance within the revocation period set forth in

the Release. In such event, the payments and benefits set forth in Paragraph 7(f)(3) will commence on the first regularly scheduled payroll

date of the Company occurring at last fifteen (15) days after the Company’s receipt of the executed Release and in no event more

than sixty (60) days from the date of termination of the Executive’s employment with the Company; provided, however, that in the

event such sixty (60) day period spans more than one (1) tax year of the Executive, such payments shall commence on the first applicable

regularly scheduled payroll date of the Company occurring in the latter of such tax years.

(ii) For all purposes of this Agreement, including but not limited to the Executive’s entitlement to the payments and continued benefits

pursuant to this Paragraph 7(f), the Executive shall be entitled to resign from his employment with the Company for “Good Reason”

if (A) the Company breaches any of its material obligations under this Agreement, (B) without the Executive’s prior written consent,

the Company materially relocates the Executive’s regular office location (by more than fifty (50) miles from its location as of

the date hereof), or (C) the Company assigns duties to the Executive which represent a material diminution of his authorities, duties

or responsibilities or requires him to report to any person or entity other than the CEO or the Board, but in each case only if within

ninety (90) days after the occurrence of such action or event, the Executive gives notice to the Company of his intention to terminate

his employment hereunder unless the Company takes appropriate action to reasonably cure the Executive’s otherwise Good Reason, the

Company does not reasonably cure any such action or event within thirty (30) days after the date of such notice, and the Executive resigns

his employment within thirty (30) days thereafter.

(iii) The Company shall:

(A) Pay the Executive:

(I) If the Executive’s employment with the Company is terminated prior to the occurrence of a Change of Control, an amount, equal to

100 hundred percent (100%) of (a) his Base Salary as in effect immediately prior to his termination, and (b) the greater of the Executive’s

most recently declared Bonus or the average of the Executive’s three (3) most recently declared Bonuses, in each case as of the

date of his termination,; such amount to be paid in substantially equal payments for the twelve (12) month period immediately following

the date of his termination, at the same times he would have received his Base Salary had his employment with the Company not terminated

(II) If the Executive’s employment with the Company is terminated coincident with the occurrence of a Change of Control, a lump sum payment

within (30) days of the date of his termination, equal to 200 hundred percent (200%) of (a) his Base Salary as in effect immediately prior

to his termination, and (b) the greater of the Executive’s most recently declared Bonus or the average of the Executive’s

three (3) most recently declared Bonuses, in each case as of the date of his termination.

(B) Continue to maintain the Executive’s (and as applicable, his dependents’) medical benefits and dental benefits as if the Executive

had continued in active employment with the Company until the earlier of the end of the maximum applicable COBRA coverage period

or (i) if the Executive’s employment with the Company is terminated prior to the occurrence of a Change of Control, for the twelve

(12) month period immediately following the date of the Executive’s termination, or (ii) if the Executive’s employment with

the Company is terminated coincident with the occurrence of a Change of Control, for the twenty-four (24) month period immediately following

the date of the Executive’s termination and, if the maximum COBRA coverage period is shorter than the applicable twelve (12) or

twenty-four (24) month continuation period, pay the Executive monthly an amount equal to the monthly cost charged by the Company for COBRA

coverage during the period beginning upon the expiration of the maximum COBRA coverage period and the end of the applicable twelve (12)

or twenty-four (24) month continuation period;

term life insurance coverage and long-term disability insurance until (i) if the Executive’s employment with the Company is terminated

prior to the occurrence of a Change of Control, the end of the twelve (12) month period immediately following the date of the Executive’s

termination, or (ii) if the Executive’s employment with the Company is terminated coincident with the occurrence of a Change of

Control, the end of the twenty-four (24) month period immediately following the date of the Executive’s termination; and

(iv) If at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee”

as defined in Section 409A of the Code, then any payments pursuant to clause Paragraph 7(f)(iii) shall be delayed until the date that

is six (6) months and one day following his termination of employment (or, if earlier, the earliest other date as is permitted under Section

409A of the Code). The amount payable on such date shall include all amounts that would have been payable to the Executive prior to that

date but for the application of this clause (iv) and the remaining payments shall be made in substantially equal installments until fully

paid. Notwithstanding the foregoing, the six (6) month delay shall not apply to any such payments made (A) during the short term deferral

period set forth in Treasury Regulation Section 1.409A-1(b)(4), or (B) after said short term deferral period, payable solely on account

of an involuntary separation from service (as defined in Section 409A of the Code) and in an amount less than the Section 409A Severance

Exemption Amount.

For

purposes of this clause (iv), each installment payment pursuant to Paragraph 7(f)(iii) shall be treated as a separate payment for purposes

of Section 409A of the Code and the “Section 409A Severance Exemption Amount” shall be equal to the lesser of two (2) times

(I) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for

the Executive’s taxable year preceding the taxable year in which the Executive’s employment with the Company terminates, as

determined in accordance with Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(i), or (II) the maximum amount that may be taken into

account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive’s employment with

the Company terminates.

(g) To the extent that any payment under Paragraph 6 or this Paragraph 7 is subject to Section 409A of the Code, the Executive shall be considered

to have terminated from employment with the Company for payment purposes only if he has had a “separation from service” from

the Company within the meaning of Section 409A of the Code and the regulations thereunder.

8. Confidentiality Agreement and Ownership of Information.

(a) The Executive agrees that during the course of employment with the Company, the Executive has and will come into contact with and have

access to various forms of Confidential Information and Trade Secrets, which are the property of the Company. This information relates

to the Company, its customers and its employees. Such Confidential Information and Trade Secrets include, but are not limited to: (i)

financial and business information, such as information with respect to costs, commissions, fees, profits, sales, markets, mailing lists,

strategies and plans for future business, new business, product or other development, potential acquisitions or divestitures, and new

marketing ideas; (ii) product and technical information, such as product formulations, new and innovative product ideas, methods, procedures,

devices, machines, equipment, data processing programs, software, software codes, computer models, and research and development projects;

(iii) marketing information, such as the identity of the Company’s customers, distributors and suppliers and their names and addresses,

the names of representatives of the Company’s customers, distributors or suppliers responsible for entering into contracts with

the Company, the amounts paid by such customers to the Company, specific customer needs and requirements, and leads and referrals to prospective

customers; and (iv) personnel information, such as the identity and number of the Company’s employees, their salaries, bonuses,

benefits, skills, qualifications, and abilities. The Executive acknowledges and agrees that the Confidential Information and Trade Secrets

are not generally known or available to the general public, but have been developed, compiled or acquired by the Company at its great

effort and expense. Confidential Information and Trade Secrets can be in any form: oral, written or machine readable, including electronic

files.

(b) During the Term and for such time as such information shall remain Confidential Information or Trade Secrets of the Company (except, during

the course of the Executive’s employment with the Company, if in furtherance of the Company’s business):

(i) The Executive will not disclose to any person or entity, without the Company’s prior consent, any Confidential Information or Trade

Secrets of the Company, whether prepared by him or others; and

(ii) The Executive will not remove Confidential Information or Trade Secrets of the Company from the premises of the Company without the prior

written consent of the Company.

(c) (i) Upon his resignation or the termination of his employment with the Company for whatever reason, with or without Cause, or at any

other time, the Company so requests, the Executive will promptly deliver to the Company all originals and copies (whether in note, memo

or other document form or on video, audio or computer tapes or discs or otherwise) of (A) Confidential Information or Trade Secrets of

the Company that is in his possession, custody or control, whether prepared by him or others, and (B) all records, designs, patents, plans,

manuals, memoranda, lists and other property of the Company delivered to the Executive by or on behalf of the Company or by its customers,

and all records compiled by the Executive which pertain to the business of the Company, whether or not confidential. All such material

shall be and remain the property of the Company and shall be subject at all times to its discretion and control.

(ii) Information shall not be deemed Confidential Information or Trade Secrets if:

(A) such information was available to the public prior to disclosure thereof by the Executive,

(B) such information shall, other than by an act or omission on the Executive’s part, be or become available to the public or lawfully

made available by a third party to the public without restrictions as to disclosure;

(C) such information is approved for disclosure to the public by prior written consent from the Board, and the terms of any said written consent

shall govern its disclosure; or

(D) such information was already in the lawful possession of the Executive prior to his receipt of such information from the Company.

(iii) Notwithstanding the foregoing, Confidential or Trade Secret information of the Company may be disclosed where required by law or order

of a court of competent jurisdiction, provided that, to the extent reasonably practicable, the Executive first gives to the Board reasonable

prior notice of such disclosure and affords the Company, to the extent reasonably practicable, the reasonable opportunity for the Company

to obtain protective or similar orders, where available.

(iv) Nothing herein prohibits or restricts the Executive from initiating communications directly with, responding to an inquiry from,

or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other

self-regulatory organization, or any other federal or state regulatory authority.

9. Non-Interference Provisions.

(a) While employed by the Company and for the period of twelve (12) months immediately following the Executive’s termination or resignation

from employment with the Company for any reason, the Executive will not, without the prior written consent of the Board, use any of the

Company’s Confidential or Trade Secret information, directly or indirectly, to solicit, divert or appropriate or attempt to solicit,

divert or appropriate any customers or clients of the Company who or which were customers or clients of the Company at the time of the

termination of the Executive’s employment with the Company and with whom the Executive had contact during his employment with the

Company and/or about whom the Executive possesses Confidential or Trade Secret information, for purposes of the Executive’s offering

to such customers or clients of the Company products or services which are directly competitive to the products and services offered by

the Company as of the date of the Executive’s termination or resignation from employment with the Company for any reason.

(b) While employed by the Company and for the period of twelve (12) months immediately following the Executive’s termination or resignation

from employment with the Company for any reason, the Executive will not, without the prior written consent of the Board, whether as an

owner, partner, employee, consultant, broker, contractor or otherwise, and whether personally or through other persons, hire as an employee

or retain the services of any employee or other person with whom the Executive had contact during his employment with the Company about

whom the Executive possesses Confidential Information and/or Trade Secrets as a result of the Executive’s employment with the Company.

(c) The foregoing shall not prohibit the Executive from owning not in excess of five percent (5%) of the outstanding stock of any company

which is a reporting company under the Securities Act of 1934.

10. Enforcement.

(a) Since monetary damages may be inadequate and the Company may be irreparably harmed if the provisions of Paragraphs 8, 9, and 11 are not

specifically enforced, the Company shall be entitled, among other remedies, to seek an injunction from a court of competent jurisdiction

(without the necessity of posting a bond or other security) restraining any violation of either Paragraphs 8, 9, 11 by the Executive and

any person or entity to whom the Executive provides or proposes to provide any services or information in violation of such Paragraphs.

(b) If any provision contained in Paragraphs 8, 9, 11 is determined to be void, illegal or unenforceable, in whole or in part, then the other

provisions contained herein shall remain in full force and effect as if the provision which was determined to be void, illegal, or unenforceable

had not been contained herein. The courts enforcing Paragraphs 8, 9, 11 shall be entitled to modify the duration and scope of any restriction

contained herein to the extent such restriction would otherwise be unenforceable, and such restriction as modified shall be enforced.

11. Inventions.

(a) The Executive shall disclose promptly to the Company any and all inventions, improvements and valuable discoveries, whether patentable

or not, which are conceived or made by the Executive solely or jointly with another during his employment for the Company, and which are

related to the kinds of products and services offered by the Company as of the date of any such invention, improvement, or valuable discovery,

and the Executive hereby assigns and agrees to assign all his interests therein to the Company or its nominee. Whenever reasonably requested

to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments that the Company shall

deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the Company’s

interest therein.

(b) The Executive and the Company further agree that the Company shall be entitled solely to shop rights with respect to any invention and

development conceived or made by the Executive during the period of his employment with the Company that is not related to the kinds of

products and services offered by the Company as of the date of such invention or development but which was conceived or made on the Company’s

time or with the use of the Company’s facilities or materials and which is directly related to the business or activities of the

Company.

12. Use of General Abilities. Nothing contained in this Agreement shall restrict the Executive after the termination or resignation

from his employment under this Agreement or during the term of this Agreement with respect to activities permissible under Paragraph 3

from using his general business, organizational and financial abilities, and the exertion of his efforts, in the prosecution and development

of any business, provided that the specific non-compete and other provisions of this Agreement are not thereby violated.

13. General Provisions.

(a) Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed

to have been delivered (i) on the date personally delivered, or (ii) one day after properly sent by Federal Express or other reasonable

overnight courier service, addressed to the respective parties at the following addresses:

To the Company:

Amy Agress, Esq.

General Counsel Innodata Inc.

55 Challenger Road

Suite 202

Ridgefield Park, New Jersey 07660

To the Executive:

Jayant Chauhan

***************

Either party hereto may designate

a different address by providing written notice of such new address to the other party hereto as provided above.

(b) Severability. If any provision contained in this Agreement shall be determined to be void, illegal or unenforceable, in whole or

in part, then the other provisions contained herein shall remain in full force and effect as if the provision which was determined to

be void, illegal, or unenforceable had not been contained herein.

(c) Waiver, Modification and Integration. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate

or be construed as a waiver of any subsequent breach of any party. This Agreement contains the entire agreement of the parties concerning

employment and supersedes any and all other inconsistent agreements, either oral or in writing, between the parties hereto with respect

to the employment of the Executive by the Company, except for any official employee benefit plan documents between the parties, the terms

and conditions of which shall be controlling. This Agreement may not be modified, altered or amended except by written agreement of both

of the parties hereto. The parties further agree that no amendment which would result in a failure of any provision of this Agreement

to comply with Section 409A of the Code shall become effective.

(d) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and permitted

assigns, and upon the Executive, his heirs and his executors and administrators. The Company shall not be entitled to assign the Executive’s

duties hereunder without the other’s prior written consent, which consent shall not be unreasonably withheld. The Executive’s

duties under this Agreement shall not be assigned by the Executive.

(e) Jurisdiction, Etc. All disputes hereunder shall be exclusively determined and resolved by binding arbitration before a panel composed

of a single arbitrator and otherwise conducted pursuant to the Employment arbitration rules and procedures of the American Arbitration

Association in New York City. Service of process shall be effective when forwarded in the manner provided for notices in Paragraph 13(a).

Trial by jury is hereby waived by both of the parties to this Agreement. The Company shall pay all arbitration costs as an initial matter.

However, the prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs (including all arbitration

fees and costs charged by the American Arbitration Association) from the other.

(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without

regard to its conflicts of law provisions.

(g) Indemnification. The Company shall indemnify the Executive to the full extent permitted by applicable Delaware law for all liabilities

incurred by the Executive in connection with his execution of his duties under this Agreement. Further, the Company shall obtain and maintain

in full force and effect directors’ and officers’ liability insurance from established and reasonable insurers in reasonable

amounts as the Board shall determine and, in all such policies, the Executive shall be named as an insured party.

(h) Survival. The obligations of the parties hereto under Paragraphs 7, 8, 9, 10, 11, 12, and 13 of this Agreement shall survive the

termination of this Agreement.

(i) Compliance with Section 409A. The parties to this Agreement intend that this Agreement and the Company’s and the Executive’s

exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the regulations thereunder

so as not to subject the Executive to the payment of any interest and/or tax penalty which may be imposed under Section 409A of the Code.

In furtherance of this objective, to the extent that any regulations or other guidance issued under Section 409A of the Code would result

in the Executive being subject to payment of “additional tax” under Section 409A of the Code, the parties agree to use their

best efforts to amend this Agreement in order to avoid the imposition of any such “additional tax” under Section 409A of the

Code, all as reasonably determined in good faith by the Company and the Executive to maintain to the maximum extent practicable the original

intent of the applicable provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement

on the date indicated below.

INNODATA INC.

JAYANT CHAUHAN

By: /s/ Jack Abuhoff

Signature: /s/ Jayant Chauhan

Name: Jack Abuhoff

Date: 12 June 2026

Title: Chairman and CEO

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2617967d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

FOR IMMEDIATE RELEASE

Innodata Appoints Jayant Chauhan as Chief

Financial Officer

Brings More Than Two Decades of Experience in

Finance and Scaling High-Growth Technology Companies, Effective July 6, 2026

Interim CFO Marissa Espineli to Transition to

Chief Accounting Officer

NEW YORK, June 17, 2026 - INNODATA INC. (Nasdaq: INOD) (“Innodata”

or the “Company”) today announced that it has appointed Jayant Chauhan as Executive Vice President and Chief Financial Officer

(CFO), effective July 6, 2026. At that time, Marissa Espineli, who is serving as the Company's Interim Chief Financial Officer, will transition

to the new role of Chief Accounting Officer, reporting to Mr. Chauhan.

Mr. Chauhan brings to Innodata more than two decades of experience

building and leading finance functions for fast-growing global technology companies. He most recently served as Senior Vice President,

M&A at Mphasis, a Blackstone-owned, publicly traded global IT services company, and previously as Senior Vice President, Global Strategic

Finance, and CFO of the operated hotels division at OYO, the SoftBank-backed global hospitality platform. With deep expertise in financial

planning and analysis, operating finance, capital allocation, investor communication, and mergers-and-acquisitions, Mr. Chauhan will support

Innodata in scaling its position in the generative AI value chain and strengthening its financial foundation to drive continued growth.

“We are excited to welcome a seasoned finance executive like

Jayant to Innodata, who brings complementary skills and capabilities to our leadership team, including expertise in capital allocation,

capital markets, and investor communications,” said Jack Abuhoff, Chief Executive Officer.

“Innodata is experiencing exponential growth, fueled by our strong and growing customer base and innovative solutions and technology

at the intersection of data and AI. Last quarter, our quarterly revenue exceeded our total annual revenue from just three years ago. Jayant’s

vast industry knowledge and strong track record of building disciplined, scalable finance teams to support global technology companies

at scale makes him the ideal person to help Innodata continue to execute its long-term growth strategy and drive shareholder value.”

"Innodata is at the center of one of the most important shifts

in technology, providing the data, evaluation, and trust infrastructure required to build high-performing generative AI," said Mr.

Chauhan. "I've spent the majority of my career supporting ambitious companies scale with discipline, allocate capital judiciously,

and convert momentum into durable, profitable growth. It’s a compelling time for Innodata as the company embarks on the next phase

of growth, and I am excited to partner with the talented Innodata team to deliver on the tremendous opportunity ahead."

Abuhoff continued, "We are also pleased that the organization

will continue to benefit from Mariz's leadership as Chief Accounting Officer, where she will continue to lead our financial reporting,

compliance, and finance operations on a global basis."

Reaffirm 2026 Outlook

The Company is reaffirming its full-year 2026 revenue growth guidance

as provided on May 7, 2026. Innodata continues to expect revenue growth of approximately 40% or more year-over-year, up from the approximately

35% or more the Company guided in connection with its Fourth Quarter and Full Year 2025 Results.

Additional information regarding current outlook, including the definitions

of the non-GAAP financial measures referenced herein and related reconciliations, is included in our earnings release dated May 7, 2026,

which is available on the investor relations section of the Company’s website at https://investor.innodata.com/overview/default.aspx.

About Jayant Chauhan

Jayant Chauhan most recently served as Senior Vice President, M&A,

at Mphasis, a Blackstone-owned, publicly listed global IT services company with over $1.7 billion in revenue. At Mphasis, he established

and scaled the M&A function, leading sourcing, valuation, diligence, negotiation, and execution, as well as post-merger integration

and synergy capture. Earlier, Mr. Chauhan spent more than six years at OYO, the SoftBank-backed global hospitality platform, during a

period in which the company grew from a startup to a multi-billion dollar global platform, and held a series of leadership roles, including

Senior Vice President, Global Strategic Finance, and CFO of the company's operated-hotels division. Mr. Chauhan began his career in investment

banking at J.P. Morgan and subsequently at BMO Capital Markets where he led the origination and execution of complex debt, equity and

advisory transactions. He has an MBA from the University of Michigan's Stephen M. Ross School of Business and a bachelor's degree in engineering

from Punjab Engineering College.

About Innodata

Innodata (Nasdaq: INOD) is a global data engineering company. We believe

that data and Artificial Intelligence (AI) are inextricably linked. Our mission is to enable the responsible advancement of artificial

intelligence by providing the data, evaluation frameworks, and human expertise required to build AI systems that can be trusted at scale.

We provide a range of transferable solutions, platforms, and services for Generative AI / AI builders and adopters. In every relationship,

we honor our 36+ year legacy delivering the highest quality data and outstanding outcomes for our customers.

Visit www.innodata.com to learn more.

Forward-Looking Statements

This press release may contain certain forward-looking statements within

the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.

These forward-looking statements include, without limitation, statements concerning our operations, economic performance, financial condition,

developmental program expansion and position in the AI services market. Words such as “project,” “forecast,” “believe,”

“expect,” “can,” “continue,” “could,” “intend,” “may,” “should,”

“will,” “anticipate,” “indicate,” “guide,” “predict,” “likely,”

“estimate,” “plan,” “potential,” “possible,” “promises,” or the negatives

thereof, and other similar expressions generally identify forward-looking statements.

These forward-looking statements are based on management’s current

expectations, assumptions and estimates and are subject to a number of risks and uncertainties, including, without limitation, impacts

resulting from ongoing geopolitical conflicts; anticipated and actual use cases and outcomes; investments in large language models; that

contracts may be terminated by customers; projected or committed volumes of work may not materialize; pipeline opportunities and customer

discussions which may not materialize into work or expected volumes of work; the likelihood of continued development of the AI markets,

particularly new and emerging markets, that our services support; the ability and willingness of our customers and prospective customers

to execute business plans that give rise to requirements for our services; continuing reliance on project-based work and the primarily

at-will nature of such contracts and the ability of these customers to reduce, delay or cancel projects; potential inability to replace

projects that are completed, canceled or reduced; revenue concentration among a limited number of customers; our dependency on third-party

providers and partners; our ability to achieve revenue and growth targets; difficulty in integrating and deriving synergies from acquisitions,

joint ventures and strategic investments; potential undiscovered liabilities of companies and businesses that we may acquire; potential

impairment of the carrying value of goodwill and other acquired intangible assets of companies and businesses that we acquire; a continued

downturn in or depressed market conditions; changes in external market factors; the potential effects of U.S. global trade and monetary

policy, including the interest rate policies of the Federal Reserve; changes in our business or growth strategy; the emergence of new,

or growth in existing competitors; various other competitive and technological factors; our use of and reliance on information technology

systems, including potential security breaches, cyber-attacks, privacy breaches or data breaches that result in the unauthorized disclosure

of consumer, customer, employee or company information, or service interruptions; and other risks and uncertainties indicated from time

to time in our filings with the Securities and Exchange Commission (“SEC”).

Our actual results could differ materially from the results referred

to in any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the

risks discussed in Part I, Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion and Analysis of

Financial Condition and Results of Operations,” and other parts of our Annual Report on Form 10-K, filed with the SEC on February

26, 2026, and in our other filings that we may make with the SEC. In light of these risks and uncertainties, there can be no assurance

that the results referred to in any forward-looking statements will occur, and you should not place undue reliance on these forward-looking

statements. These forward-looking statements speak only as of the date hereof.

We undertake no obligation to update or review any guidance or other

forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the

U.S. federal securities laws.

Company Contact

Aneesh Pendharkar

investor@innodata.com

(201) 371-8000

**SOURCE:** Innodata Inc.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jun. 12, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 12, 2026

Entity File Number

001-35774

Entity Registrant Name

INNODATA

INC.

Entity Central Index Key

0000903651

Entity Tax Identification Number

13-3475943

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Challenger Road

Entity Address, City or Town

Ridgefield

Park

Entity Address, State or Province

Entity Address, Postal Zip Code

07660

City Area Code

201

Local Phone Number

371-8000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock

Trading Symbol

INOD

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration