Innodata Inc 2025年度报告

Commission file number 001-35774 Securities registered under Section12(b)of the Exchange Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Exchange Act. Yes☐No☑ Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Smaller reporting company☑ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a)of the ExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☑ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price reported on TheNasdaq Stock Market on June30, 2025) was $1,559,767,165. The number of outstanding shares of the registrant’s Common Stock, $.01 par value, as of February 20, 2026 was 32,602,397 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for the 2025 Annual Meeting of Stockholders are incorporated by reference in Items10,11,12,13 and 14 of PartIII of this Form10-K. INNODATA INC.Form 10-KFor the Year Ended December 31, 2025 TABLE OF CONTENTS PagePart IItem 1.Business4Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments28Item 1C.Cybersecurity28Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities31Item6.[Reserved]31Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk44Item 8.Financial Statements and Supplementary Data44Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure44Item 9A.Controls and Procedures44Evaluation of Disclosure Controls and Procedures44Management’s Annual Report on Internal Control over Financial Reporting45Item 9B.Other Information45Rule 10b5-1 Trading Plans45Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections45Part IIIItem 10.Directors, Executive Officers and Corporate Governance46Item11A.Executive Compensation46Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters47Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accountant’s Fees and Services47Part IVItem 15.Exhibits and Financial Statement Schedules48Item 16.Form 10-K Summary48Signatures49 PART I Cautionary Note Regarding Forward-Looking Statements Disclosures in this Annual Report on Form 10-K (this “Report”) contain certain forward-lookingstatements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, andSection 27A of the Securities Act of 1933, as amended. These forward-looking statements include, withoutlimitation,statements concerning our operations,economic pe