[Form 4] INNODATA INC Insider Trading Activity

INNODATA INC director Stewart R. Massey reported a mix of option exercises and share sales dated May 13, 2026.

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Rhea-AI Filing Summary

INNODATA INC director Stewart R. Massey reported a mix of option exercises and share sales dated May 13, 2026. He exercised stock options for 10,000 shares of common stock at an exercise price of $7.24 per share and sold a total of 10,000 shares in open-market transactions at weighted average prices of $88.02 and $90.00 per share for portfolio diversification purposes.

After these transactions, Massey directly holds 29,205 shares of Innodata common stock and indirectly holds 21,000 shares through a SEP IRA. His direct holdings include 3,943 restricted stock units that are scheduled to vest on the earlier of June 5, 2026 or Innodata’s 2026 annual meeting of stockholders.

Insider Trade Summary

Exercise and Sale: 10,000 shares ($810K approx. pre-tax spread)

Exercise and Sale 5 txns

Insider Massey Stewart R

Role Director

Sold 10,000 shs ($882K)

Approx. gross sale proceeds $882K

Approx. exercise cost $72K

Approx. pre-tax spread $810K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	10,000	$0.00	$0.00
Exercise	Common Stock	10,000	$7.24	$72K
Sale	Common Stock	9,000	$88.02	$792K
Sale	Common Stock	1,000	$90.00	$90K
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 29,205 shares (Direct); Common Stock — 21,000 shares (Indirect, SEP IRA)

Footnotes (5)

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 by the reporting person for portfolio diversification purposes.
F3. This transaction was executed in multiple trades at prices ranging from $88 to $88.21. 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 $90 to $90.08. 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. The stock option became fully vested and exercisable on August 2, 2021.

Key Figures

Shares sold: 10,000 shares Sale price 1: $88.02 per share Sale price 2: $90.00 per share +5 more

8 metrics

Shares sold 10,000 shares Open-market sales of Innodata common stock on May 13, 2026

Sale price 1 $88.02 per share Weighted average price for 9,000 Innodata shares sold

Sale price 2 $90.00 per share Price for 1,000 Innodata shares sold

Options exercised 10,000 shares Stock option exercise into Innodata common stock

Exercise price $7.24 per share Conversion price for exercised stock options

Direct holdings after 29,205 shares Innodata common stock directly held following transactions

Indirect holdings 21,000 shares Innodata common stock held via SEP IRA

RSUs outstanding 3,943 units Restricted stock units vesting by June 5, 2026 or 2026 meeting

Key Terms

restricted stock units ("RSUs"), weighted average sale price, Stock Option (Right to Buy), portfolio diversification purposes, +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

"Stock Option (Right to Buy)"

portfolio diversification purposes financial

"The sale of the shares reported in Column 4 was made by the reporting person for portfolio diversification purposes."

SEP IRA financial

"direct_or_indirect: I, nature_of_ownership: SEP IRA"

FAQ

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What insider transactions did Innodata (INOD) director Stewart R. Massey report?

Director Stewart R. Massey exercised options for 10,000 Innodata shares at $7.24 and sold 10,000 shares in open-market trades at weighted average prices of $88.02 and $90.00, all dated May 13, 2026.

At what prices did Innodata (INOD) director Stewart R. Massey sell shares?

Massey reported selling 9,000 Innodata common shares at a weighted average price of $88.02 and 1,000 shares at $90.00. Both transactions were described as open-market or private sales executed on May 13, 2026.

How many Innodata (INOD) shares does Stewart R. Massey hold after these transactions?

Following the reported trades, Massey directly holds 29,205 Innodata common shares and indirectly holds 21,000 shares through a SEP IRA. His direct position also includes 3,943 restricted stock units scheduled to vest in 2026, subject to stated vesting conditions.

What stock options did Innodata (INOD) director Stewart R. Massey exercise?

Massey exercised stock options covering 10,000 Innodata common shares at a conversion price of $7.24 per share. The option was fully vested and exercisable since August 2, 2021, and the exercise reduced the remaining option balance to zero.

When will Stewart R. Massey’s Innodata (INOD) RSUs vest?

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

Why did Innodata (INOD) director Stewart R. Massey sell shares in this Form 4?

A footnote states the share sales reported were made for portfolio diversification purposes. The transactions were executed in multiple trades within narrow price ranges, and the Form 4 reports weighted average sale prices for transparency on the executed trades.

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Accepted by SEC EDGAR 05/14/2026 - 05:12 PM EDT

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^*

Massey Stewart R

(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)
05/13/2026

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	05/13/2026		M		10,000	A	$7.24	39,205⁽¹⁾	D
Common Stock	05/13/2026		S		9,000⁽²⁾	D	$88.02⁽³⁾	30,205⁽¹⁾	D
Common Stock	05/13/2026		S		1,000⁽²⁾	D	$90⁽⁴⁾	29,205⁽¹⁾	D
Common Stock								21,000	I	SEP IRA

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)	$7.24	05/13/2026		M			10,000	⁽⁵⁾	08/01/2031	Common Stock	10,000	$0	0	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 by the reporting person for portfolio diversification purposes.

3. This transaction was executed in multiple trades at prices ranging from $88 to $88.21. 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 $90 to $90.08. 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. The stock option became fully vested and exercisable on August 2, 2021.

	/s/ Amy Agress Attorney-in fact for Stewart R. Massey	05/14/2026
	** 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