Form 8-K/A

8-K/A — INNODATA INC

Accession: 0001104659-26-112351

Filed: 2026-09-30

Period: 2026-08-03

CIK: 0000903651

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

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/A — tm2626575d1_8ka.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2626575d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2626575d1_ex10-2.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

Pursuant

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

Date

of Report (Date of earliest event reported): August 3, 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 ¨

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 5.02.

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

As previously reported on

the Current Report on Form 8-K filed by Innodata Inc., a Delaware corporation (the “Company”) on August 6, 2026 (the “Original

8-K”), the Board of Directors of the Company (the “Board”) approved the transition of (i) Jack S. Abuhoff from the role

of Chief Executive Officer of the Company to the role of Executive Chairman, effective as of September 30, 2026 (the “Executive

Chairman Transition”), and (ii) Rahul Singhal from the role of President and Chief Revenue Officer of the Company to the role of

President and Chief Executive Officer, effective as of September 30, 2026 (the “CEO Transition”).

On September 28, 2026, in

connection with the Executive Chairman Transition, the Company and Mr. Abuhoff entered into an amendment (the “Abuhoff Amendment”)

to the employment agreement, as amended, between the Company and Mr. Abuhoff, effective September 30, 2026. Pursuant to the Abuhoff Amendment,

Mr. Abuhoff will serve as Executive Chairman of the Company, report directly to the Board and receive an annual base salary of $600,000,

subject to annual review by the Board for discretionary increases, with the first such increase, if any, to be effective April 1, 2028.

Mr. Abuhoff’s target annual cash bonus will be 100% of his then-current base salary. The Abuhoff Amendment also provides that the

changes associated with Mr. Abuhoff’s transition to Executive Chairman, including changes to his title, duties, authority, reporting

relationship and compensation, will not constitute “Good Reason” under his employment agreement or otherwise entitle him to

severance or other termination-related payments or benefits.

On September 28, 2026, in

connection with the CEO Transition, the Company and Mr. Singhal entered into an amendment (the “Singhal Amendment”) to the

employment agreement between the Company and Mr. Singhal, effective September 30, 2026. Pursuant to the Singhal Amendment, Mr. Singhal

will serve as President and Chief Executive Officer of the Company and report solely and directly to the Board. Mr. Singhal will receive

an annual base salary of $636,276, subject to annual performance reviews for discretionary increases as determined by the Leadership and

Compensation Committee of the Board, with the first such increase, if any, to be effective April 1, 2028. Mr. Singhal’s target annual

cash bonus will be 100% of his then-current base salary.

The above description of the

Abuhoff Amendment is qualified in its entirety by reference to the full text of the Abuhoff Amendment, a copy of which is attached to

this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. The above description of the Singhal Amendment is

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

Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

Exhibit Index

Exhibit No.

Description

10.1

Amendment Number 4 to Employment Agreement, by and between Innodata Inc. and Jack Abuhoff, as amended, effective as of September 30, 2026.

10.2

Amendment Number 1 to Employment Agreement, by and between Innodata Inc. and Rahul Singhal, effective as of September 30, 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: September 30, 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: tm2626575d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

Amendment Number 4

THIS AMENDMENT NUMBER 4 TO EMPLOYMENT AGREEMENT

(“Amendment Number 4”) effective as of September 30, 2026 (the “Effective Date”), is by and between INNODATA

INC., a Delaware corporation (the “Company”), and JACK S. ABUHOFF (the “Executive”).

WHEREAS, the Company and the Executive are

parties to that certain Employment Agreement effective as of February 1, 2009, as amended by that certain Amendment Number 1 to Employment

Agreement effective as of July 11, 2011, that certain Amendment Number 2 to Employment Agreement effective as of November 6,

2025, and that certain Amendment Number 3 to the Employment Agreement effective as of January 1, 2026 (the “Employment Agreement”);

WHEREAS, Paragraph 14(c) of the Employment

Agreement provides that the Employment Agreement may be amended by written agreement of both parties thereto; and

WHEREAS, the Company and the Executive are

mutually desirous to enter into this Amendment Number 4 to amend certain terms of the Employment Agreement;

NOW, THEREFORE, the Company and the Executive

hereby consent and agree to amend the Employment Agreement, in accordance with the relevant terms and provisions thereof, as follows:

1. Paragraph 1 of the Employment Agreement is hereby amended by deleting the first sentence thereof and substituting therefor the following

language:

“The Company hereby continues to employ the Executive

as its Executive Chairman for and during the Term of this Employment Agreement (as set forth in Paragraph 4).”

2. Paragraph 2 of the Employment Agreement is hereby deleted in its entirety and the following is substituted therefor:

“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 Chairman of the Company, as may be reasonably assigned to him from time to time by the Board of Directors of the Company

(the “Board”), and he shall report solely and directly to the Board.”

3. Paragraph 4 of the Employment Agreement is hereby deleted in its entirety and the following is substituted therefor:

“4. Term. The term

of this Agreement originally commenced on February 1, 2009, was subsequently amended, and is hereby further amended as of the Effective

Date and shall end when terminated pursuant to Paragraph 7 of this Agreement (the “Term”).”

4. Paragraph 5(a) of the Employment Agreement is hereby deleted in its entirety, and the following is substituted therefor:

“(a) Base

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

Thousand Dollars ($600,000.00), subject to annual reviews by the Board, 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 (provided that the first such increase, if any, shall commence April 1, 2028) as determined by the

Board in its sole and absolute discretion. Except as set forth in the followings sentence, Base Salary shall at no time during the

Term be reduced. If the Executive and the Board mutually determine that there has been, or is reasonably expected to be, a

meaningful reduction in the Executive's time commitment to the Company and/or in the scope of the Executive's duties, authority, or

responsibilities hereunder, the Executive and the Company shall thereupon negotiate in good faith a reduced Base Salary (and, to the

extent the parties deem appropriate, corresponding revisions to the Executive's incentive and equity compensation opportunities set

forth in Paragraphs 5(b) and 5(c) of the Employment Agreement) commensurate with such reduced time commitment and/or

responsibilities. Any such revised compensation arrangement shall be effective only if set forth in a written amendment to this

Employment Agreement executed by the Executive and the Company, and unless and until such written amendment is executed, the Base

Salary and other compensation then in effect shall continue unchanged. Any reduction in compensation effected pursuant to this

Paragraph 5(a) shall (i) apply prospectively only and shall not affect any compensation or benefits earned or accrued

prior to the effective date thereof, (ii) not constitute "Good Reason" (or any term of similar import) for purposes

of this Employment Agreement or any other agreement, plan, or award between the Executive and the Company, and (iii) be

implemented in a manner intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as

amended."

5. Paragraph 5(b) of the Employment Agreement is hereby amended by deleting the fourth sentence in its entirety, and the following

is substituted therefor:

“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 Compensation Committee will also determine

and advise the Executive in writing during such ninety (90) day period of his “target” Bonus amount for such calendar year,

which shall not be less than one hundred percent (100%) 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.”

6. Paragraph 6(c) of the Employment Agreement is hereby amended by deleting the second sentence in its entirety.

7. Paragraph 14(g) of the Employment Agreement is hereby deleted in its entirety.

8. All references to “Compensation Committee” are hereby deleted and replaced with references to “Leadership and Compensation

Committee”.

The parties further agree that:

9. Consent to Transition. The Executive acknowledges and agrees that, effective as of September 30, 2026 (the "Transition

Date"), (i) the Executive shall cease to serve as Chief Executive Officer of the Company and shall thereafter serve as Executive

Chairman of the Company, with the title, authority, duties, responsibilities, reporting relationship, and compensation set forth in this

Amendment (collectively, the "Executive Chairman Terms"), and (ii) Rahul Singhal shall be appointed Chief Executive Officer

of the Company (the "Successor Appointment"). The Executive hereby expressly consents to the changes in the Executive's title,

authority, duties, responsibilities, reporting relationship, and compensation effected by this Amendment and to the Successor Appointment

(collectively, the "Transition Changes").

10. Waiver as to Transition Changes. The Executive acknowledges and agrees that none of the Transition Changes, whether taken individually

or in the aggregate, nor any action or event reasonably incident to their implementation, has or shall constitute or give rise to "Good

Reason" (or any term of similar import) under this Employment Agreement or under any other agreement, plan, program, or award between

the Executive and the Company, or otherwise entitle the Executive to terminate employment for Good Reason or to receive severance or other

termination-related payments or benefits by reason thereof, and the Executive hereby irrevocably waives any right to assert Good Reason

(or constructive termination, or any similar claim) arising from or in connection with the Transition Changes.

11. Reset of Good Reason Baseline. From and after the Transition Date, the definition of "Good Reason" in Paragraph 7(f)(ii) of

the Employment Agreement shall be applied solely by reference to the Executive Chairman Terms as in effect on the Transition Date (as

the same may be modified from time to time in accordance with Paragraph (d) below and not by reference to the Executive's prior service

as Chief Executive Officer or the title, authority, duties, responsibilities, reporting relationship, or compensation associated with

such prior service. For the avoidance of doubt, and subject to Paragraph 7(f)(ii), the Executive's Good Reason protections shall otherwise

continue in full force and effect with respect to the Executive Chairman role, such that a material diminution of the Executive Chairman

Terms not consented to by the Executive shall continue to be subject to the Good Reason provisions of the Employment Agreement.

12. Subsequent Modifications. The Executive and the Company acknowledge that the Executive Chairman role is intended to be flexible

and may evolve over time, and that following the first (1st) anniversary of the Transition Date, the Executive and the Board may mutually

determine that further reductions in the Executive's time commitment, duties, authority, or responsibilities, and/or corresponding reductions

in the Executive's compensation, are appropriate. Any such further modification that is (i) mutually agreed by the Executive and

the Board and (ii) set forth in a written amendment to this Employment Agreement or in a written resolution of the Board consented

to in writing by the Executive shall, from and after its effective date, (x) constitute part of the Executive Chairman Terms for

purposes of the Employment Agreement, thereby resetting the baseline against which Good Reason is measured, and (y) not constitute

or give rise to Good Reason under this Employment Agreement or any other agreement, plan, program, or award between the Executive and

the Company.

13. Effect of Modifications. Except as expressly modified by this Amendment Number 4, all other terms and conditions of the Employment

Agreement shall remain unchanged and in full force and effect. In the event of any inconsistency between the terms and conditions of this

Amendment Number 4 and the terms and conditions of the Employment Agreement, the terms and conditions of this Amendment Number 4 will

govern and control.

IN WITNESS WHEREOF, the

Company and the Executive have executed this Amendment Number 4 on the date indicated below.

Innodata Inc.

By:

/s/ Amy Agress

Name:

Amy Agress

Title

SVP and General Counsel

Date

September 28, 2026

Jack S. Abuhoff

By:

/s/ Jack Abuhoff

Date

September 28, 2026

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2626575d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

Amendment Number 1

THIS AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT

(“Amendment Number 1”) effective as of September 30, 2026 (the “Effective Date”), is by and between INNODATA

INC., a Delaware corporation (the “Company”), and RAHUL SINGHAL (the “Executive”).

WHEREAS, the Company and the Executive are

parties to that certain Employment Agreement effective as of January 1, 2026 (the “Employment Agreement”);

WHEREAS, Paragraph 14(c) of the Employment

Agreement provides that the Employment Agreement may be amended by written agreement of both parties thereto; and

WHEREAS, the Company and the Executive are

mutually desirous to enter into this Amendment Number 1 to amend certain terms of the Employment Agreement;

NOW, THEREFORE, the Company and the Executive

hereby consent and agree to amend the Employment Agreement, in accordance with the relevant terms and provisions thereof, as follows:

1. Paragraph 2 of the Employment Agreement is hereby amended to read in its entirety as follows:

“Throughout the Term, the

Executive shall have such duties and authorities as shall be consistent with his position as President and Chief Executive Officer of

the Company, as may be reasonably assigned to him from time to time by the Board of Directors of the Company (the “Board”),

and he shall report solely and directly to the Board. At all times during the Term, the Executive shall be the most senior executive officer

of the Company.”

2. All references to “President and Chief Revenue Officer” are hereby deleted and replaced with references to “President

and Chief Executive Officer”.

3. All references to “Compensation Committee” are hereby deleted and replaced with references to “Leadership and Compensation

Committee”.

4. The first sentence of Paragraph 5(a) of the Employment Agreement is hereby amended to read in its entirety as follows:

“Base Compensation. The Company shall pay the

Executive an annualized base salary (“Base Salary”) at the rate of Six Hundred Thirty-Six Thousand Two Hundred and

Seventy-Six Dollars ($636,276), 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 (provided

that the first such increase, if any, shall commence April 1, 2028) as determined by the Leadership and Compensation Committee of

the Board (the “Leadership and Compensation Committee”) in its sole and absolute discretion.”

5. The fourth sentence of Paragraph 5(b) of the Employment Agreement is hereby amended to read in its entirety as follows:

“The Executive’s “target” Bonus amount

for each calendar year shall be one hundred percent (100%) 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”.

6. The second sentence of Paragraph 7(f)(ii)(C) of the Employment Agreement is amended to delete the words “the CEO or”.

7. Paragraph 14(g) of the Employment Agreement is hereby deleted in its entirety.

Except as expressly modified by this Amendment

Number 1, all other terms and conditions of the Employment Agreement shall remain unchanged and in full force and effect. In the event

of any inconsistency between the terms and conditions of this Amendment Number 1 and the terms and conditions of the Employment Agreement,

the terms and conditions of this Amendment Number 1 will govern and control.

IN WITNESS WHEREOF, the

Company and the Executive have executed this Amendment Number 1 on the date indicated below.

Innodata Inc.

By:

/s/ Jack Abuhoff

Name:

Jack Abuhoff

Title

Chief Executive

Officer

Date

September 28, 2026

Rahul Singhal

By:

/s/ Rahul Singhal

Date

September 28, 2026

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration