Stock Options and Restricted Stock Units

6 Months Ended

Jun. 30, 2026

Stock Options and Restricted Stock Units

Stock Options and Restricted Stock Units

11.Stock Options and Restricted Stock Units

Equity Compensation Plans

On April 20, 2026, the Company adopted the Amended and Restated Innodata Inc. Equity Compensation Plan (the “2026 Plan”), which was approved by the Company’s stockholders on June 4, 2026. The 2026 Plan amends and restates the Innodata Inc. 2021 Equity Compensation Plan, as amended and restated (the “2021 Plan”). The 2021 Plan was originally approved by the Board on April 8, 2021, and approved by stockholders on June 8, 2021, and was amended and restated effective as of April 11, 2022.

The stock-based compensation expense related to the Innodata Inc. 2013 Stock Plan, as amended and restated effective June 7, 2016 (the “2013 Plan”, and together with the 2021 Plan, and the 2026 Plan, collectively, the “Equity Plans”) were allocated as follows (in thousands):


		For the Three Months Ended						For the Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025
Direct operating costs		$	680		$	441		$	1,345		$	868
Selling and administrative expenses			6,516			2,280			11,759			4,734
Total stock-based compensation		$	7,196		$	2,721		$	13,104		$	5,602

Stock Options

2013 Plan

A summary of option activity under the 2013 Plan and changes during the six-month period ended June 30, 2026 is presented below:


							Weighted-Average
				Weighted - Average			Remaining Contractual		Aggregate
		Number of Options		Exercise Price			Term (years)		Intrinsic Value
Outstanding at January 1, 2026		2,639,893		$	3.45		5.25		$	125,407,354
Granted		-			-		-			-
Exercised		(1,788,120)			4.31		-			-
Forfeited/Expired		(2)			6.96		-			-
Outstanding at June 30, 2026		851,771		$	1.63		3.66		$	62,990,872

Exercisable at June 30, 2026		851,771		$	1.63		3.66		$	62,990,872

Vested and Expected to vest at June 30, 2026		851,771		$	1.63		3.66		$	62,990,872

2021 Plan

A summary of option activity under the 2021 Plan and changes during the six-month period ended June 30, 2026 is presented below.


							Weighted-Average
				Weighted - Average			Remaining Contractual		Aggregate
		Number of Options		Exercise Price			Term (years)		Intrinsic Value
Outstanding at January 1, 2026		568,684		$	21.83		7.79		$	16,557,907
Granted		-			-		-			-
Exercised		(220,804)			14.46		-			-
Forfeited/Expired		-					-			-
Outstanding at June 30, 2026		347,880		$	26.51		7.56		$	17,069,382

Exercisable at June 30, 2026		170,378		$	9.56		6.60		$	11,249,007

Vested and Expected to vest at June 30, 2026		347,880		$	26.51		7.56		$	17,069,382

There were no options granted during the six months ended June 30, 2026.

During the six months ended June 30, 2026, a total of 2,008,924 options were exercised at an average exercise price of $5.43.

The compensation cost related to non-vested stock options not yet recognized as of June 30, 2026 totaled approximately $4.2 million. The weighted-average period over which these costs will be recognized is 18 months.

Restricted Stock Units

Restricted stock unit activity under the Equity Plans during the six-month period ended June 30, 2026 is presented below:


		Number of		Weighted-Average					Weighted-Average
		Performance		Grant Date Fair			Number of		Grant Date
		Restricted Stock Units		Value			Restricted Stock Units		Fair Value
Unvested at January 1, 2026		470,172		$	50.95		692,301		$	47.22
Granted		-			-		11,996			85.79
Vested		-			-		(17,898)			43.71
Forfeited/Expired		-			-		(20,211)			46.99
Unvested at June 30, 2026		470,172		$	50.95		666,188		$	48.02

During the six months ended June 30, 2026, the Company granted 5,924 restricted stock units to non-employee directors. The remaining 6,072 restricted stock units were granted to employees.

The compensation cost related to non-vested restricted stock units not yet recognized as of June 30, 2026 totaled approximately $42.3 million. The weighted-average period over which these costs will be recognized is 26 months.