Innodata (NASDAQ: INOD) 10% owner exercises options, sells 38,666 shares citing retirement planning

Rhea-AI Filing Summary

Innodata EVP and COO Ashok Mishra reported mixed insider activity. He sold a total of 38,666 shares of Innodata common stock in open-market transactions at prices around the mid‑$110s per share and exercised stock options to acquire 26,666 shares at a strike price of $43.01 per share.

He also holds 83,179 restricted stock units that vest between December 2026 and December 2028, which will be settled in Innodata common stock as they vest.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider MISHRA ASHOK

Role EVP and COO

Sold 38,666 shs ($4.42M)

Approx. gross sale proceeds $4.42M

Approx. exercise cost $1.15M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	26,666	$0.00	$0.00
Exercise	Common Stock	26,666	$43.01	$1.15M
Sale	Common Stock	10,300	$113.75	$1.17M
Sale	Common Stock	15,216	$114.67	$1.74M
Sale	Common Stock	1,150	$115.37	$133K
Sale	Common Stock	4,524	$113.89	$515K
Sale	Common Stock	7,476	$114.60	$857K

Holdings After Transaction: Stock Option (Right to Buy) — 53,334 shares (Direct); Common Stock — 83,179 shares (Direct)

Footnotes (8)

1. F1. Includes 83,179 restricted stock units ("RSUs"). 40,000 will vest in two equal installments on December 20, 2026 and December 20, 2027, and 43,179 will vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028. 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 $113.20 to $114.19. 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 transaction was executed in multiple trades at prices ranging from $114.21 to $115.16. 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. F5. This transaction was executed in multiple trades at prices ranging from $115.21 to $115.67. 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. F6. This transaction was executed in multiple trades at prices ranging from $113.30 to $114.28. 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. F7. This transaction was executed in multiple trades at prices ranging from $114.30 to $114.91. 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.
8. F8. One third of this stock option vested on December 20, 2025, and the balance will vest in two equal installments on December 20, 2026 and December 20, 2027.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/03/2026 - 08:33 AM Accepted by SEC EDGAR 06/03/2026 - 08:33 AM Learn about SEC filing dates

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^*

MISHRA ASHOK

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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	06/02/2026		M		26,666	A	$43.01	121,845(1)	D
Common Stock	06/02/2026		S		10,300(2)	D	$113.75(3)	111,545(1)	D
Common Stock	06/02/2026		S		15,216(2)	D	$114.67(4)	96,329(1)	D
Common Stock	06/02/2026		S		1,150(2)	D	$115.37(5)	95,179(1)	D
Common Stock	06/02/2026		S		4,524(2)	D	$113.89(6)	90,655(1)	D
Common Stock	06/02/2026		S		7,476(2)	D	$114.6(7)	83,179(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)	$43.01	06/02/2026		M			26,666	(8)	12/19/2034	Common Stock	26,666	$0	53,334	D

Explanation of Responses:

1. Includes 83,179 restricted stock units ("RSUs"). 40,000 will vest in two equal installments on December 20, 2026 and December 20, 2027, and 43,179 will vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028. 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 $113.20 to $114.19. 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 $114.21 to $115.16. 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 $115.21 to $115.67. 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 $113.30 to $114.28. 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 transaction was executed in multiple trades at prices ranging from $114.30 to $114.91. 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.

8. One third of this stock option vested on December 20, 2025, and the balance will vest in two equal installments on December 20, 2026 and December 20, 2027.

	/s/ Amy Agress Attorney-in-fact for Ashok Mishra	06/03/2026
	** 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)