Form 8-K

8-K — INNODATA INC

Accession: 0001104659-26-057150

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000903651

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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):

May 7, 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 May 7, 2026, Innodata

Inc. issued a press release announcing its first quarter 2026 financial results. 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 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 9.01

Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

Exhibit Index

Exhibit No.

Description

99.1

Press Release dated May 7, 2026.

104

Cover Page Interactive Data File (formatted in iXBRL)

SIGNATURES

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: May 7, 2026

By:

/s/

Marissa B. Espineli

Interim Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612771d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Innodata Reports Record First Quarter

2026 Results

· Revenue

Up 54% Year-Over-Year, Beats Consensus by 18%

· Adjusted

EBITDA of $25.0 Million Beats Consensus by 139%; Adjusted Gross Margin Expands to 47%

· Raises

Full-Year 2026 Revenue Growth Guidance to ~40% or More, Up From ~35% or More

· Announces

New Engagements With Big Tech Company Expected to Generate Approximately $51 Million of Revenue

in 2026

NEW YORK – May 7, 2026 – INNODATA

INC. (Nasdaq: INOD) today reported results for the first quarter ended March 31, 2026.

· Revenue

of $90.1 million, representing 54% year-over-year revenue growth.

· Adjusted

Gross Profit of $42.6 million, representing Adjusted Gross Margin of 47%.*

· Adjusted

EBITDA of $25.0 million, or 28% of revenue, an increase of $12.3 million from $12.7 million

in the same period last year.*

· Net

income of $14.9 million, or $0.46 per basic share and $0.42 per diluted share, compared

to net income of $7.8 million, or $0.25 per basic share and $0.22 per diluted share, in the

same period last year.

· Cash,

cash equivalents and short-term investments of $117.4 million as of March 31, 2026, an

increase of $35.1 million from $82.2 million as of December 31, 2025. The Company’s

Wells Fargo credit facility, which was renewed and expanded from $30 million to $50 million

on a three-year term during the quarter, remains undrawn, and the Company carries no appreciable

debt.

* Adjusted Gross Profit, Adjusted Gross Margin,

and Adjusted EBITDA are non-GAAP financial measures and are defined below.

Jack Abuhoff, CEO, said,

“Q1 was a record-setting quarter for Innodata – and it was record setting by a wide margin. Revenue grew 54% year-over-year

while Adjusted EBITDA grew approximately 96% – operating leverage by definition. We delivered a single quarter of revenue that

exceeded our annual revenue of just three years ago. Just as importantly, our results demonstrate that the strategic position we have

been building is translating into scale, margin expansion, and cash generation.

“With

one quarter behind us and progressively increasing visibility into the year ahead, we are raising our full-year 2026 revenue growth guidance

to approximately 40% or more year-over-year, up from the approximately 35% or more we guided to ten weeks ago. We continue to view this

guidance as prudent. There are several potentially large programs we have not yet included in our forecast.

“We are also announcing

today a new set of engagements with one of the world’s leading Big Tech companies that we expect could generate approximately $51

million of revenue this year. Twelve months ago, our revenue from this customer was zero; this year we expect it to become our second-largest

customer, and we see considerable headroom both within the current program and across additional programs we are actively discussing.

“Importantly,

the diversification we planned for is now happening in practice. For full year 2026, we expect our largest customer to represent a smaller

percentage of total revenue even though we expect our absolute dollar revenue with that customer to increase. In Q1, revenue from our

other Big Tech customers, in the aggregate, grew 453% year-over-year. We believe this represents one of the strongest forms of customer

diversification a company can deliver: the largest account continues to grow in absolute dollars, while the rest of the customer base

grows even faster.

“We are also continuing

to innovate at a rapid pace. This quarter we launched our Evaluation and Observability Platform in beta - a control plane for agentic

systems - and shortly after launch closed our first platform engagement, valued at $1 million in revenue, with a hyperscaler customer.

Fifteen additional companies are actively evaluating the platform, and we are in discussions with two leading hyperscalers about potential

channel partnerships that we believe could meaningfully expand the platform’s reach. The strength of our research bench was further

validated when one of our researchers had two papers accepted at the 2026 International Conference on Machine Learning (ICML), one of

which received the prestigious ‘Spotlight’ designation - placing it among approximately 2% of the nearly 24,000 papers submitted

to ICML this year.”

Abuhoff concluded, “We

believe Innodata is entering a golden age of innovation. We are confident that 2026 will be a tremendous year for our shareholders, and

we are excited about the opportunities that lie ahead in 2027 and beyond.”

Reporting Note

Effective the first quarter of 2026, the

Company is reporting its financial results as a single operating segment. The Company previously reported three operating segments: DDS,

Agility, and Synodex. The shift to single-segment reporting reflects the transformation of the Company’s business strategy and

operating model, driven by its focus on agentic AI technologies and the increasingly integrated way in which it manages and delivers

its services.

Amounts in this press release have been

rounded. All percentages have been calculated using unrounded amounts.

Timing of Conference

Call with Q&A

Innodata will conduct

an earnings conference call, including a question-and-answer period, at 5:00 PM eastern time today. You can participate in this call

by dialing the following call-in numbers:

The call-in numbers for the conference

call are:

(+1) 800 715 9871

North America, Toll Free

(+44) 800 358 0970

United Kingdom

(+1) 646 307 1963

International

Participant Access Code

3150581

For Replay:

(+1) 800 770 2030

North

America-Toll Free

(+1) 609 800 9909

International

Playback ID

3150581

is recommended that participants dial in approximately 10 minutes prior to the start of the call. Investors are also invited to access

a live Webcast of the conference call at the Investor Relations section of Innodata’s website at https://investor.innodata.com/events-and-presentations/.

Please note that the Webcast feature will be in listen-only mode.

Call-in replay will be available for

seven days following the conference call, and Webcast replay will be available for 30 days following the conference call, at the Investor

Relations section of Innodata’s website at https://investor.innodata.com/events-and-presentations/.

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

Non-GAAP Financial

Measures

In addition to

the financial information prepared in conformity with U.S. GAAP (“GAAP”), we provide certain non-GAAP financial information.

We believe that these non-GAAP financial measures assist investors in making comparisons of period-to-period operating results. In some

respects, management believes non-GAAP financial measures are more indicative of our ongoing core operating performance than their GAAP

equivalents by making adjustments that management believes are reflective of the ongoing performance of the business.

We believe that

the presentation of this non-GAAP financial information provides investors a more complete understanding of our financial performance,

competitive position, and prospects for the future, particularly by providing the same information that management and our Board of Directors

use to evaluate our performance and manage the business. However, the non-GAAP financial measures presented in this press release have

certain limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance

with GAAP. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior

to, measures of financial performance prepared in accordance with GAAP. Further, the non-GAAP financial measures that we present may

differ from similar non-GAAP financial measures used by other companies.

Adjusted Gross

Profit and Adjusted Gross Margin

We define Adjusted

Gross Profit as revenues less direct operating costs attributable to Innodata Inc. and its subsidiaries in accordance with GAAP, plus

depreciation and amortization of intangible assets, stock-based compensation and other one-time costs included within direct operating

cost.

We define Adjusted

Gross Margin by dividing Adjusted Gross Profit over total GAAP revenues.

We use Adjusted

Gross Profit and Adjusted Gross Margin to evaluate results of operations and trends between fiscal periods and believe that these measures

are important components of our internal performance measurement process.

A reconciliation

of Adjusted Gross Profit and Adjusted Gross Margin to the most directly comparable GAAP measure is included in the tables that accompany

this release.

Adjusted EBITDA

We define Adjusted

EBITDA as net income (loss) attributable to Innodata Inc. and its subsidiaries in accordance with GAAP before interest expense, income

taxes, depreciation and amortization of intangible assets (which derives EBITDA), plus additional adjustments for loss on impairment

of intangible assets and goodwill, stock-based compensation, income (loss) attributable to non-controlling interests and other one-time

costs.

We use Adjusted

EBITDA to evaluate core results of operations and trends between fiscal periods and believe that these measures are important components

of our internal performance measurement process.

A reconciliation

of Adjusted EBITDA to the most directly comparable GAAP measure is included in the tables that accompany this release.

INNODATA INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands,

except per-share amounts)

Three Months Ended

March 31,

2026

2025

Revenues

$ 90,096

$ 58,344

Operating costs and expenses:

Direct operating costs

50,304

35,092

Selling and administrative expenses

22,892

14,980

Interest income, net

(442 )

(127 )

72,754

49,945

Income before provision for income taxes

17,342

8,399

Provision for income taxes

2,444

612

Consolidated net income

14,898

7,787

Income attributable to non-controlling interests

Net income attributable to Innodata Inc. and Subsidiaries

$ 14,898

$ 7,787

Income per share attributable to Innodata Inc. and Subsidiaries:

Basic

$ 0.46

$ 0.25

Diluted

$ 0.42

$ 0.22

Weighted average shares outstanding:

Basic

32,625

31,434

Diluted

35,572

34,951

INNODATA INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED

BALANCE SHEETS

(Unaudited)

(In thousands)

March 31,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 117,366

$ 82,230

Accounts receivable, net

45,937

46,510

Prepaid expenses and other current assets

10,487

6,654

Total current assets

173,790

135,394

Property and equipment, net

8,014

7,966

Right-of-use asset, net

3,817

4,094

Other assets

3,356

1,648

Deferred income taxes, net

5,286

3,429

Intangibles, net

14,090

13,983

Goodwill

2,053

2,079

Total assets

$ 210,406

$ 168,593

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable, accrued expenses and other

$ 38,517

$ 26,720

Accrued salaries, wages and related benefits

21,400

16,480

Income and other taxes

6,319

4,471

Long-term obligations - current portion

2,304

1,659

Operating lease liability - current portion

1,233

1,202

Total current liabilities

69,773

50,532

Deferred income taxes, net

146

Long-term obligations, net of current portion

9,546

7,625

Operating lease liability, net of current portion

2,866

3,228

Total liabilities

82,231

61,531

STOCKHOLDERS' EQUITY

128,175

107,062

Total liabilities and stockholders’ equity

$ 210,406

$ 168,593

INNODATA INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities:

Consolidated net income

$ 14,898

$ 7,787

Adjustments to reconcile consolidated net income to net cash

provided by operating activities:

Stock-based compensation

5,908

2,881

Depreciation and amortization

2,176

1,563

Deferred income taxes

(1,922 )

149

Pension cost

414

342

Changes in operating assets and liabilities:

Accounts receivable

360

(1,353 )

Prepaid expenses and other current assets

(3,035 )

(47 )

Other assets

105

(16 )

Accounts payable, accrued expenses and other liabilities

11,600

679

Accrued salaries, wages and related benefits

4,932

(249 )

Income and other taxes

1,881

(869 )

Pension benefit payments

(58 )

(78 )

Net cash provided by operating activities

37,259

10,789

Cash flows from investing activities:

Capital expenditures

(2,421 )

(2,350 )

Net cash used in investing activities

(2,421 )

(2,350 )

Cash flows from financing activities:

Proceeds from exercise of stock options

957

963

Withholding taxes on net settlement of restricted stock units

(50 )

Payment of long-term obligations

(6 )

(25 )

Net cash provided by financing activities

901

938

Effect of exchange rate changes on cash and cash equivalents

(603 )

282

Net increase in cash and cash equivalents

35,136

9,659

Cash and cash equivalents, beginning of period

82,230

46,897

Cash and cash equivalents, end of period

$ 117,366

$ 56,556

INNODATA INC.

AND SUBSIDIARIES

RECONCILIATION

OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

Adjusted Gross Profit and Adjusted

Gross Margin

Three Months Ended March 31,

2026

2025

Gross Profit attributable to Innodata Inc. and Subsidiaries

$ 39,792

$ 23,252

Depreciation and amortization

2,119

1,544

Stock-based compensation

664

427

Adjusted Gross Profit

$ 42,575

$ 25,223

Gross Margin

44 %

40 %

Adjusted Gross Margin

47 %

43 %

Adjusted EBITDA

Three Months Ended March 31,

2026

2025

Net income attributable to Innodata Inc. and Subsidiaries

$ 14,898

$ 7,787

Provision for income taxes

2,444

612

Interest (income), net

(442 )

(127 )

Depreciation and amortization

2,176

1,563

Stock-based compensation

5,908

2,881

Adjusted EBITDA

$ 24,984

$ 12,716

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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

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- Definition

Local phone number for entity.

+ References

No definition available.

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- 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

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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

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- 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

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- 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

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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

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- 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

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