Innodata (INOD) director sells and exercises 30,000 shares in planning move

Rhea-AI Filing Summary

Innodata Inc. director Louise C. Forlenza reported an exercise-and-sell transaction in the company’s common stock. On May 12, 2026, she sold a total of 30,000 shares in open-market trades at weighted average prices of $88.19 to $92.36 per share. On the same date, she exercised stock options to acquire 30,000 shares of common stock at exercise prices of $1.07 and $1.24 per share. The disclosure notes the sales were made for personal investment and financial planning needs, including retirement planning and portfolio diversification. Her holdings include 3,943 restricted stock units that are scheduled to vest 100% on the earlier of June 5, 2026 or Innodata’s 2026 annual meeting of stockholders.

Insights

Equity compensation and insider-trading analyst

Director exercised 30,000 options and sold 30,000 shares in a largely offsetting, planning-driven move.

The filing shows an exercise-and-sell pattern: Louise C. Forlenza exercised stock options for 30,000 Innodata shares at strike prices of $1.07 and $1.24, then sold 30,000 shares in open-market transactions at prices around $88–$92 per share. This converts a long-held option position into cash while maintaining some equity exposure through remaining shares and RSUs.

A footnote explains the sales were for personal investment and financial planning, including retirement and diversification, which points to routine portfolio management rather than a company-specific signal. She also retains 3,943 RSUs scheduled to vest on the earlier of June 5, 2026 or the 2026 annual meeting, so she still has meaningful equity-based incentives aligned with shareholders. Overall, this looks like a neutral, planned liquidity event rather than a thesis-changing insider move.

Insider Trade Summary

Net Seller: 30,000 shares ($2,665,783)

Net Sell 7 txns

Insider FORLENZA LOUISE C

Role null

Sold 30,000 shs ($2.67M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	20,000	$0.00	--
Exercise	Stock Option (Right to Buy)	10,000	$0.00	--
Exercise	Common Stock	20,000	$1.07	$21K
Exercise	Common Stock	10,000	$1.24	$12K
Sale	Common Stock	24,641	$88.19	$2.17M
Sale	Common Stock	800	$89.53	$72K
Sale	Common Stock	4,559	$92.36	$421K

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 23,943 shares (Direct, null)

Footnotes (1)

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. 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. This transaction was executed in multiple trades at prices ranging from $88 to $88.77. 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. This transaction was executed in multiple trades at prices ranging from $89.5 to $89.55. 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. This transaction was executed in multiple trades at prices ranging from $92.15 to $93.12. 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. This stock option became fully vested and exercisable on July 13, 2018. This stock option became fully vested and exercisable on August 1, 2019.

Key Figures

Shares sold: 30,000 shares Sale prices: $88.19–$92.36 per share Options exercised: 30,000 shares +2 more

5 metrics

Shares sold 30,000 shares Open-market sales of common stock on May 12, 2026

Sale prices $88.19–$92.36 per share Weighted average prices across three sale blocks

Options exercised 30,000 shares Stock options converted into common shares on May 12, 2026

Option strike prices $1.07 and $1.24 per share Exercise prices for 20,000 and 10,000 options

RSUs outstanding 3,943 units Restricted stock units scheduled to vest by June 5, 2026 or 2026 meeting

Key Terms

restricted stock units ("RSUs"), weighted average sale price, stock option, personal investment and financial planning needs

4 terms

restricted stock units ("RSUs") financial

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

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 financial

"This stock option became fully vested and exercisable on July 13, 2018."

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.

personal investment and financial planning needs financial

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

Form 4 Insider Transactions: What Each Field Means →

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)
05/12/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2026		M		20,000	A	$1.07	23,943(1)	D
Common Stock	05/12/2026		M		10,000	A	$1.24	33,943(1)	D
Common Stock	05/12/2026		S		24,641(2)	D	$88.19(3)	9,302(1)	D
Common Stock	05/12/2026		S		800(2)	D	$89.53(4)	8,502(1)	D
Common Stock	05/12/2026		S		4,559(2)	D	$92.36(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.07	05/12/2026		M			20,000	(6)	07/12/2028	Common Stock	20,000	$0	0	D
Stock Option (Right to Buy)	$1.24	05/12/2026		M			10,000	(7)	07/31/2029	Common Stock	10,000	$0	40,000	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 $88 to $88.77. 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 $89.5 to $89.55. 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 $92.15 to $93.12. 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 stock option became fully vested and exercisable on July 13, 2018.

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

	/s/ Amy Agress Attorney-in fact for Louise C. Forlenza	05/13/2026
	** 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)

FAQ

What did Innodata (INOD) director Louise C. Forlenza do in this Form 4?

Louise C. Forlenza exercised stock options for 30,000 Innodata shares and sold 30,000 common shares in the open market. The trades on May 12, 2026 occurred around $88–$92 per share, converting option value into cash while leaving her with remaining equity exposure.

How many Innodata (INOD) shares did the director sell and at what prices?

Forlenza sold 30,000 Innodata common shares in open-market transactions. Reported weighted average sale prices were about $88.19, $89.53, and $92.36 per share, with underlying trades executed within narrow ranges around each average price disclosed in the filing footnotes.

What stock options did the Innodata (INOD) director exercise in this filing?

She exercised stock options covering 30,000 Innodata common shares. These consisted of 10,000 shares at an exercise price of $1.24 and 20,000 shares at $1.07 per share, reflecting options that had previously become fully vested and exercisable before the transaction date.

Does the Innodata (INOD) director still hold equity after these transactions?

Yes. The filing notes that Forlenza’s holdings include 3,943 restricted stock units. These RSUs are scheduled to vest 100% on the earlier of June 5, 2026 or Innodata’s 2026 annual meeting, and will be settled into Innodata common shares when they vest.

Why did the Innodata (INOD) director say she sold shares in this Form 4?

A footnote states the Innodata director sold shares for personal investment and financial planning needs. It cites individual retirement planning and portfolio diversification purposes, indicating the sales were tied to her personal finances rather than a specific change in Innodata’s business outlook.