Innodata director sells 18,000 shares after option exercise

INNODATA INC director Louise C. Forlenza exercised stock options for 18,000 shares of common stock at $1.24 per share and on the same date sold 18,000 shares in open-market transactions.

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Form Type

Rhea-AI Filing Summary

INNODATA INC director Louise C. Forlenza exercised stock options for 18,000 shares of common stock at $1.24 per share and on the same date sold 18,000 shares in open-market transactions. The sales occurred in multiple trades at prices ranging from $93.02 to $95.77 per share, with reported weighted average sale prices including $93.51, $94.29, $95.18 and $95.48. A footnote states the sales were made as part of her personal investment and financial planning needs, including retirement planning and portfolio diversification. Following these transactions, she holds 3,943 restricted stock units scheduled to vest on the earlier of June 5, 2026 or Innodata’s 2026 annual meeting, plus 2,000 remaining stock options exercisable at $1.24 per share expiring on July 31, 2029.

Insider Trade Summary

Exercise and Sale: 18,000 shares ($1.68M approx. pre-tax spread)

Exercise and Sale 6 txns

Insider FORLENZA LOUISE C

Role Director

Sold 18,000 shs ($1.70M)

Approx. gross sale proceeds $1.70M

Approx. exercise cost $22K

Approx. pre-tax spread $1.68M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	18,000	$0.00	$0.00
Exercise	Common Stock	18,000	$1.24	$22K
Sale	Common Stock	8,000	$95.48	$764K
Sale	Common Stock	8,736	$93.51	$817K
Sale	Common Stock	764	$94.29	$72K
Sale	Common Stock	500	$95.18	$48K

Holdings After Transaction: Stock Option (Right to Buy) — 2,000 contracts (Direct); Common Stock — 3,943 shares (Direct)

Footnotes (7)

F1. Includes 3,943 restricted stock units ("RSUs") that will vest 100% on the earlier to occur of (i) June 5, 2026; and (ii) the date of Innodata Inc.'s 2026 annual meeting of stockholders and will be settled into shares of Innodata's common stock upon vesting.
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.
F3. This transaction was executed in multiple trades at prices ranging from $95.02 to $95.77. 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.
F4. This transaction was executed in multiple trades at prices ranging from $93.02 to $94.01. 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.
F5. This transaction was executed in multiple trades at prices ranging from $94.03 to $95. 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.
F6. This transaction was executed in multiple trades at prices ranging from $95.07 to $95.46. 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.
F7. This stock option became fully vested and exercisable on August 1, 2019.

Key Figures

Shares sold: 18,000 shares Sale price range: $93.02–$95.77 per share Options exercised: 18,000 shares at $1.24/share +3 more

6 metrics

Shares sold 18,000 shares Open-market sales of common stock on May 21, 2026

Sale price range $93.02–$95.77 per share Price ranges from multiple executed trades

Options exercised 18,000 shares at $1.24/share Stock option exercise converting into common stock

Remaining options 2,000 options at $1.24/share Fully vested; expire July 31, 2029

Restricted stock units 3,943 RSUs Vest on earlier of June 5, 2026 or 2026 annual meeting

Post-sale share balance reference 3,943 units Total shown following one sale, all as RSUs

Key Terms

restricted stock units ("RSUs"), weighted average sale price, Stock Option (Right to Buy), derivative exercise/conversion, +1 more

5 terms

restricted stock units ("RSUs") financial

"Includes 3,943 restricted stock units ("RSUs") that will vest 100% on the earlier to occur..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

Stock Option (Right to Buy) financial

"security_title": "Stock Option (Right to Buy)""

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

personal investment and financial planning needs financial

"made as part of the reporting person's personal investment and financial planning needs..."

FAQ

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

What did INOD director Louise C. Forlenza do in this Form 4 filing?

Louise C. Forlenza exercised 18,000 stock options at $1.24 per share and sold 18,000 Innodata common shares in open-market trades. The filing describes this as part of personal investment, retirement planning, and portfolio diversification needs.

At what prices did Louise C. Forlenza sell INOD shares on May 21, 2026?

She sold Innodata common stock in multiple trades at prices ranging from $93.02 to $95.77 per share. Reported weighted average prices for separate sale blocks included $93.51, $94.29, $95.18 and $95.48.

How many Innodata (INOD) shares and awards does Louise C. Forlenza hold after the transactions?

After the reported transactions, she holds 3,943 restricted stock units that will vest in 2026 and 2,000 remaining stock options. The options are exercisable at $1.24 per share and are scheduled to expire on July 31, 2029.

What is the vesting schedule of Louise C. Forlenza’s Innodata RSUs?

The 3,943 restricted stock units will vest 100% on the earlier of June 5, 2026 or the date of Innodata’s 2026 annual meeting of stockholders. Upon vesting, they will be settled in shares of Innodata common stock.

What are the key terms of Louise C. Forlenza’s remaining Innodata stock options?

She retains 2,000 stock options with a conversion or exercise price of $1.24 per share. The options became fully vested and exercisable on August 1, 2019 and are scheduled to expire on July 31, 2029.

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

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Accepted by SEC EDGAR 05/21/2026 - 06:46 PM

SEC Form 4

FORM 4

UNITED 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2026		M		18,000	A	$1.24	21,943⁽¹⁾	D
Common Stock	05/21/2026		S		8,000⁽²⁾	D	$95.48⁽³⁾	13,943⁽¹⁾	D
Common Stock	05/21/2026		S		8,736⁽²⁾	D	$93.51⁽⁴⁾	5,207⁽¹⁾	D
Common Stock	05/21/2026		S		764⁽²⁾	D	$94.29⁽⁵⁾	4,443⁽¹⁾	D
Common Stock	05/21/2026		S		500⁽²⁾	D	$95.18⁽⁶⁾	3,943⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.24	05/21/2026		M			18,000	⁽⁷⁾	07/31/2029	Common Stock	18,000	$0	2,000	D

Explanation of Responses:

1. Includes 3,943 restricted stock units ("RSUs") that will vest 100% on the earlier to occur of (i) June 5, 2026; and (ii) the date of Innodata Inc.'s 2026 annual meeting of stockholders and will be settled into shares of Innodata'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 $95.02 to $95.77. 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 transaction was executed in multiple trades at prices ranging from $93.02 to $94.01. 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.

5. This transaction was executed in multiple trades at prices ranging from $94.03 to $95. 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.

6. This transaction was executed in multiple trades at prices ranging from $95.07 to $95.46. 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.

7. This stock option became fully vested and exercisable on August 1, 2019.

	/s/ Amy Agress Attorney-in fact for Louise C. Forlenza	05/21/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR