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Innodata director sells 10K shares after option exercise

A director of Innodata Inc. exercised options for 10,000 shares and sold 10,000 shares for personal financial planning, while retaining stock options and unvested RSUs.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

INNODATA INC (INOD) director Louise C. Forlenza reported an option exercise and share sale. On September 14, 2026, she exercised stock options to acquire 10,000 shares of common stock at an exercise price of $1.42 per share, and then sold 10,000 shares of common stock at a weighted average price of $53.54 per share in open-market transactions. Following the exercise, she held 32,000 stock options directly. Footnotes state the sale was made for personal investment and financial planning needs, including retirement planning and portfolio diversification, and that trades occurred between $53.48 and $53.58 per share. Her direct holdings also include 1,481 RSUs scheduled to vest 100% on the earlier of June 4, 2027 or Innodata Inc.'s 2027 annual meeting of stockholders, settling into common shares upon vesting. No Rule 10b5-1 trading plan is reported.

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Insider FORLENZA LOUISE C
Role Director
Sold 10,000 shs ($535K)
Approx. gross sale proceeds $535K
Approx. exercise cost $14K
Approx. pre-tax spread $521K
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F4 10,000 $0.00 $0.00
Exercise Common Stock F1 10,000 $1.42 $14K
Sale Common Stock F2, F3, F1 10,000 $53.54 $535K
Holdings After Transaction: Stock Option (Right to Buy) — 32,000 contracts (Direct); Common Stock — 5,424 shares (Direct)
Footnotes (4)
  1. F1. Includes 1,481 RSUs that will vest 100% on the earlier to occur of (i) June 4, 2027; and (ii) the date of Innodata Inc.'s 2027 annual meeting of stockholders. The RSUs will be settled into shares of Innodata Inc.'s common stock upon vesting.
  2. F2. The sale of the shares reported in Column 4 was made as part of the reporting person's personal investment and financial planning needs, including for individual retirement planning and portfolio diversification purposes.
  3. F3. This transaction was executed in multiple trades at prices ranging from $53.48 to $53.58. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  4. F4. This stock option became fully vested and exercisable on June 5, 2020.
Shares acquired via option exercise 10,000 shares Stock options exercised into common stock on September 14, 2026
Option exercise price $1.42 per share Exercise price for 10,000 options converted into common stock
Shares sold 10,000 shares Common stock sold on September 14, 2026 after option exercise
Weighted average sale price $53.54 per share Weighted average price for 10,000 Innodata Inc. shares sold
Sale price range $53.48–$53.58 per share Range of prices for multiple trades comprising the 10,000-share sale
Stock options held after transaction 32,000 options Directly held stock options following the reported exercise
RSUs scheduled to vest 1,481 RSUs RSUs vesting 100% on earlier of June 4, 2027 or 2027 annual meeting
RSUs financial
"Includes 1,481 RSUs that will vest 100% on the earlier to occur"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
vest financial
"RSUs that will vest 100% on the earlier to occur of (i) June 4, 2027"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
weighted average sale price financial
"The price reported above reflects the weighted average sale price"
annual meeting of stockholders regulatory
"the date of Innodata Inc.'s 2027 annual meeting of stockholders"
stock option financial
"This stock option became fully vested and exercisable on June 5, 2020"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did INOD director Louise C. Forlenza report on this Form 4?

She exercised stock options for 10,000 shares of Innodata Inc. common stock at $1.42 per share and sold 10,000 shares of common stock at a weighted average price of $53.54 per share on September 14, 2026.

At what prices were the INOD shares sold by the director?

The 10,000 Innodata Inc. shares were sold in multiple trades at prices ranging from $53.48 to $53.58 per share. The reported transaction price of $53.54 per share reflects the weighted average sale price across those trades.

Were the INOD share sales made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked as using such a plan, and the footnotes do not state that the transactions were made under a Rule 10b5-1 trading plan.

Why did the INOD director sell 10,000 shares of common stock?

A footnote states the sale was made as part of the reporting person’s personal investment and financial planning needs, including individual retirement planning and portfolio diversification purposes.

When will the director’s RSUs in INOD vest and how will they settle?

The 1,481 RSUs will vest 100% on the earlier of June 4, 2027 or Innodata Inc.'s 2027 annual meeting of stockholders, and will be settled into shares of common stock upon vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FORLENZA LOUISE C

(Last)(First)(Middle)
C/O INNODATA INC.
55 CHALLENGER ROAD

(Street)
RIDGEFIELD PARK NEW JERSEY 07660

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
INNODATA INC [ INOD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/14/2026M10,000A$1.4215,424(1)D
Common Stock09/14/2026S10,000(2)D$53.54(3)5,424(1)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$1.4209/14/2026M10,000 (4)06/04/2030Common Stock10,000$032,000D
Explanation of Responses:
1. Includes 1,481 RSUs that will vest 100% on the earlier to occur of (i) June 4, 2027; and (ii) the date of Innodata Inc.'s 2027 annual meeting of stockholders. The RSUs will be settled into shares of Innodata Inc.'s common stock upon vesting.
2. The sale of the shares reported in Column 4 was made as part of the reporting person's personal investment and financial planning needs, including for individual retirement planning and portfolio diversification purposes.
3. This transaction was executed in multiple trades at prices ranging from $53.48 to $53.58. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. This stock option became fully vested and exercisable on June 5, 2020.
/s/ Amy Agress Attorney-in fact for Louise C. Forlenza09/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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