UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date of~~EXCHANGE ~~earliest~~ACT ~~event~~OF ~~reported):March 9, 2026~~1934

Date of Report (Date of Earliest Event Reported): March 19, 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 Identification No.)
incorporation)		~~Identification No.)~~
55 Challenger Road		07660
Ridgefield Park, NJ		~~07660~~(Zip Code)
(Address of principal executive offices)		~~(Zip Code)~~

Registrant'’s telephone number, including area code: (201) 371-8000

~~(Former name~~Not ~~or former address, if changed since last report)~~Applicable

~~Check~~(Former name ~~the~~or ~~appropriate box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~report.)

¨ 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

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 (see General Instruction A.2. below):

¨	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))

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 ~~growth~~Company ~~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 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~On March~~ The 9,information ~~2026,~~set forth ~~Innodata~~under ~~Inc.~~Item ~~(the “Company”) and Mr~~2.03 ~~Rahul~~below ~~Singhal,~~is ~~the~~hereby ~~Company’s~~incorporated ~~President~~by ~~and~~reference ~~Chief Revenue Officer, entered~~ into anthis ~~employment~~Item ~~agreement (the “Agreement”), effective January~~ 1~~, 2026~~. ~~The Agreement will continue until terminated by the Company or Mr~~01. ~~Singhal in accordance with its termination provisions.~~

~~Under the~~Item ~~terms of his employment agreement, Mr~~2.03 ~~Singhal~~Creation ~~will receive an annual base salary~~ of $500,000, 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. Singhal is eligible to receive annual cash bonuses, with a ~~target~~Direct ~~bonus~~Financial ~~opportunity~~Obligation of not less than 75% of Mr. Singhal’s base salary for the applicable calendar year, and subject to achievement of performance metrics established by the Compensation Committee. Mr. Singhal is also eligible for equity-based and/or ~~non-equity-based~~an ~~awards~~Obligation ~~and~~under ~~incentives as determined by the Compensation Committee. The Agreement also provides for indemnification, other fringe benefits like~~ an ~~annual health assessment, long~~Off-~~term~~Balance ~~disability~~Sheet ~~and~~Arrangement ~~life insurance,~~of ~~and~~a ~~contains restrictive covenants, including confidentiality, non-compete and non-interference restrictions~~Registrant.

~~In the~~On ~~event~~March 19, ~~Mr.~~2026 ~~Singhal’s employment is terminated by the Company other than for Cause~~ (~~as defined in~~ the “Effective ~~Agreement~~Date”), Innodata ~~death~~Inc. ~~or disability, or if he resigns for Good Reason~~ (~~as defined in~~ the ~~Agreement~~“Company”), ~~Mr.~~entered ~~Singhal~~into ~~will~~a befourth ~~entitled~~amendment ~~to receive:~~ (~~i) severance equal to 200% of~~ the ~~sum~~“Amended ~~of (A~~Credit Agreement”) ~~his~~to ~~base~~that ~~salary~~certain ~~and~~Credit ~~(B)~~Agreement, ~~the~~dated ~~greater~~April 4, of2023, ~~his~~with ~~most~~Wells ~~recently~~Fargo ~~declared~~Bank, ~~bonus~~National orAssociation, ~~the~~as ~~average~~lender ~~of his three most recently declared~~(the ~~bonuses~~“Lender”), Innodata ~~payable~~Synodex, ~~over~~LLC ~~24 months;~~ (ii“Synodex”), Innodata ~~continued~~Docgenix, ~~medical~~LLC ~~and~~(“Docgenix”), ~~dental benefits until the earlier of the end of the maximum applicable COBRA~~Agility ~~coverage~~PR ~~period~~Solutions orLLC ~~for the 24 months following termination~~ (or“Solutions”) ~~cash~~and ~~payments~~Innodata inServices, ~~lieu~~LLC ~~thereof following expiration of COBRA coverage);~~ (~~iii)~~“Services” ~~continued life~~ and ~~long-term~~together ~~disability~~with ~~insurance for 24 months following~~ the ~~termination;~~Company, ~~and (iv) accelerated vesting of outstanding~~Synodex, ~~unvested~~Docgenix, ~~equity~~ and ~~other~~Solutions, ~~incentive~~individually, ~~awards.~~a ~~Receipt~~“Borrower” ofand ~~these~~collectively, ~~benefits~~the ~~is subject to Mr~~“Borrowers”). ~~Singhal’s~~Synodex, ~~execution~~DocGenix, ~~of a separation agreement~~Solutions and ~~release~~Services ofare ~~claims~~all ~~and~~subsidiaries ~~compliance~~of ~~with~~the ~~post-termination restrictive covenants~~Company.

~~In the~~The ~~event~~Amended ofCredit ~~a Change of Control (as defined in the~~ Agreement), provides ~~Mr.~~for ~~Singhal~~an ~~will~~increased besecured ~~entitled~~revolving toline ~~receive~~of acredit ~~separation~~(the ~~payment~~“Revolving ~~consisting of:~~Credit (iFacility”) aup ~~lump-sum~~to ~~payment,~~an ~~payable~~amount ~~within 30 days following his termination,~~ equal to ~~300%~~the lesser of the ~~sum~~borrowing ~~of his~~ base ~~salary~~ and ~~the~~$50.0 million ~~greater of his most recently declared bonus or~~ (the ~~average~~“Maximum ~~of his three most recently declared bonuses; (ii~~Credit”), ~~continued medical~~ and ~~dental~~a ~~benefits for~~new upmaturity todate ~~36 months following termination (or, if shorter, through the end~~ of ~~the applicable COBRA coverage period~~April 4, ~~with cash payments~~2029 ~~in lieu of coverage thereafter);~~ (~~iii)~~the ~~continued~~“Maturity ~~life and long-term disability insurance for 36 months following termination; and (iv~~Date”) ~~accelerated vesting of outstanding unvested equity and other incentive awards~~.

~~All~~As of the Effective Date the ~~payments~~Revolving ~~and~~Credit ~~benefits~~Facility’s ~~are~~borrowing ~~intended~~base tois ~~comply~~calculated in accordance with the terms of the Amended Credit Agreement and on the basis of (i) 85% of eligible accounts (other than eligible foreign accounts and unbilled accounts), orplus be(ii) 85% ~~exempt~~of ~~from~~eligible government prime accounts (other than eligible foreign accounts and unbilled accounts), ~~Section~~plus ~~409A~~(iii) the lesser of (a) 80% of eligible accounts that are unbilled accounts and (b) 30% of all eligible accounts, plus (iv) the ~~Internal~~lesser ~~Revenue~~of ~~Code~~(a) 85% of eligible foreign accounts from accounts in a tier 1 country, (~~“Section~~b) 20% ~~409A”~~of all eligible accounts, and (c) $5.0 million, minus (iv) reserves. As of December 31, 2025, such borrowing base calculation would equal approximately $30.0 million. The Company is entering into the Amended Credit Agreement to have increased access to capital to support anticipated growth with new and existing customers. Increases in accounts receivables from these anticipated opportunities would increase the borrowing base calculation under the Revolving Credit Facility.

The ~~description~~ foregoing description of the Amended Credit Agreement, is qualified in its entirety by reference to the ~~full~~Amended ~~text~~Credit ~~of the~~ Agreement, a copy of which is ~~attached to~~filed ~~this Current Report on Form 8-K~~ herewith as Exhibit 10.1 and incorporated herein by reference.

~~In addition,~~Item ~~on March~~ 9~~, 2026, the Company and Mr~~.01 Jack Abuhoff, the Company’s Chief Executive Officer, entered into an amendment (the “Amendment”) to the employment agreement, as amended, between the Company and Mr. Abuhoff, effective as of February 1, 2009 (the “Amended Employment Agreement”). The Amendment clarifies that the acceleration of equity-based or non-equity-based awards with tiered performance metrics and payouts for which the performance period has not yet ended will be considered to have met 100% of the payout target of such award.Exhibits

The description of the Amendment is qualified in its entirety by reference to the full text of the 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 No.		Description
10.1		Fourth Amendment to the Credit Agreement, dated as of March 19, 2026, to Credit Agreement dated as of April 4, 2023, by and among Innodata Inc., Innodata Synodex, LLC, Innodata Docgenix, LLC, Agility PR Solutions LLC, and Innodata Services, LLC as borrowers, and Wells Fargo Bank, National Association, as lender.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

~~Exhibit Index~~SIGNATURES

Exhibit		Description
10.1		Employment Agreement, by and between Innodata Inc. and Rahul Singhal effective January 1, 2026.
10.2		Amendment Number 3 to Employment Agreement, by and between Innodata Inc. and Jack Abuhoff, as amended, effective as of February 1, 2009.
104		Cover Page Interactive Data File (formatted in iXBRL).

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 hereunto duly authorized.

SIGNATURE

Dated: March 24, 2026	INNODATA INC.

	By:	/s/ Marissa B. Espineli
	Name:	Marissa B. Espineli
	Title:	Interim Chief Financial Officer

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: March 10, 2026	By:	/s/ Amy R. Agress
		Amy R. Agress
		Senior Vice President and General Counsel

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