Director at Innodata (INOD) receives 1,481 RSU grant with 2027 vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Callahan Don reported acquisition or exercise transactions in this Form 4 filing.

Innodata Inc. director Don Callahan received a grant of 1,481 restricted stock units (RSUs) of common stock on June 4, 2026. The award was made at no cash cost to him and increases his direct holdings to 3,154 shares and RSUs in total.

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 then be settled into common shares. Under the company’s deferred compensation program, payment of the vested shares will be deferred until a specified future event such as separation from service, certain qualifying events, or the third anniversary of the grant date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Callahan Don

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,481	$0.00	--

Holdings After Transaction: Common Stock — 3,154 shares (Direct, null)

Footnotes (1)

These shares represent restricted stock units ("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, and will be settled into shares of Innodata Inc.'s common stock upon vesting. Pursuant to the Company's deferred compensation program, upon vesting the shares will be subject to a deferred payment date. The deferred payment date will be the first to occur of (i) the reporting person's separation from service, death or disability, (ii) a change of control (as defined in the Company's Amended and Restated Equity Compensation Plan), or (iii) the third anniversary of the date of grant. 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.

Key Figures

RSUs granted: 1,481 RSUs Grant price: $0.00 per share Holdings after grant: 3,154 shares/RSUs +2 more

5 metrics

RSUs granted 1,481 RSUs Grant of restricted stock units on June 4, 2026

Grant price $0.00 per share Reported transaction price per RSU

Holdings after grant 3,154 shares/RSUs Total direct holdings following transaction

Vesting date Earlier of June 4, 2027 or 2027 annual meeting 100% vesting condition for 1,481 RSUs

Deferred payment trigger First of specified future events Separation, death, disability, change of control, or 3rd anniversary

Key Terms

restricted stock units ("RSUs"), deferred compensation program, change of control, Amended and Restated Equity Compensation Plan

4 terms

restricted stock units ("RSUs") financial

"These shares represent restricted stock units ("RSUs") that will vest 100% on the earlier to occur of (i) June 4, 2027..."

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.

deferred compensation program financial

"Pursuant to the Company's deferred compensation program, upon vesting the shares will be subject to a deferred payment date."

change of control financial

"the first to occur of (i) the reporting person's separation from service, death or disability, (ii) a change of control (as defined in the Company's Amended and Restated Equity Compensation Plan)..."

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Amended and Restated Equity Compensation Plan financial

"a change of control (as defined in the Company's Amended and Restated Equity Compensation Plan)..."

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Form 4 Insider Transactions: What Each Field Means →

06/08/2026 - 04:20 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^*

Callahan Don

(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)
06/04/2026

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	06/04/2026		A		1,481⁽¹⁾	A	$0	3,154⁽²⁾	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)

Explanation of Responses:

1. These shares represent restricted stock units ("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, and will be settled into shares of Innodata Inc.'s common stock upon vesting. Pursuant to the Company's deferred compensation program, upon vesting the shares will be subject to a deferred payment date. The deferred payment date will be the first to occur of (i) the reporting person's separation from service, death or disability, (ii) a change of control (as defined in the Company's Amended and Restated Equity Compensation Plan), or (iii) the third anniversary of the date of grant.

2. 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.

	/s/ Amy Agress, Attorney-in-fact for Daniel H. (Don) Callahan	06/08/2026
	** 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

FAQ

What did Innodata (INOD) director Don Callahan report in this Form 4?

Don Callahan reported receiving 1,481 restricted stock units (RSUs) of Innodata common stock. The grant is a compensation-related award at no cash cost, which increases his total directly held shares and RSUs to 3,154 after this transaction.

How many Innodata (INOD) RSUs did Don Callahan receive and at what price?

He received 1,481 RSUs of Innodata common stock at a reported price of $0.00 per unit. This reflects a stock-based compensation grant rather than an open-market purchase, consistent with typical director equity awards disclosed in Form 4 filings.

When will Don Callahan’s 1,481 Innodata (INOD) RSUs vest?

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

How many Innodata (INOD) shares and RSUs does Don Callahan hold after this grant?

After the grant, Don Callahan holds a total of 3,154 Innodata common shares and RSUs directly. This figure includes the newly awarded 1,481 RSUs that are scheduled to vest in full in 2027, as described in the filing.

How does Innodata’s deferred compensation program affect these RSUs for Don Callahan?

Under the deferred compensation program, the vested RSUs will be settled into shares but paid on a deferred date. Payment occurs upon the first of several events, including separation from service, death, disability, a defined change of control, or the third anniversary of the grant date.

Are Don Callahan’s Innodata (INOD) RSUs tied to the company’s 2027 annual meeting?

Yes. The RSUs vest on the earlier of June 4, 2027 or Innodata Inc.'s 2027 annual meeting of stockholders. This structure aligns vesting with either a fixed one-year date or the timing of the company’s 2027 shareholder meeting.