Innodata (INOD) COO exercises options, sells 242,901 shares for planning

Rhea-AI Filing Summary

Innodata EVP and COO Ashok Mishra exercised stock options and sold shares in a planned portfolio move. On May 12, 2026, he exercised options for 242,901 shares of common stock at $4.99 per share, then sold the same 242,901 shares in open-market transactions at weighted average prices of $90.02 and $93.56. After these transactions, he directly holds 95,179 shares of common stock, including 83,179 restricted stock units scheduled to vest between 2026 and 2028, which the footnotes describe as serving personal retirement and diversification objectives.

Insights

Insider trading and equity compensation analyst

COO exercised low-priced options and sold the acquired shares, retaining a meaningful equity stake.

Ashok Mishra, EVP and COO of Innodata Inc., exercised stock options covering 242,901 shares at an exercise price of $4.99 per share on May 12, 2026. This converted a derivative award into common stock.

The same day, he executed open-market sales totaling 242,901 shares, with 234,000 shares sold at a weighted average of $90.02 and 8,901 shares at $93.56. Footnotes state the sales supported personal investment, retirement planning, and portfolio diversification, framing them as liquidity-driven rather than purely outlook-driven.

After the transactions, Mishra reports 95,179 common shares held directly, including 83,179 RSUs that vest in tranches through 2028. With no remaining options from this grant and a continuing RSU position, the filing shows both monetization of gains and ongoing equity exposure; the net impact appears routine from a governance perspective based on the disclosed information.

Insider Trade Summary

Net Seller: 242,901 shares ($21,897,458)

Net Sell 4 txns

Insider MISHRA ASHOK

Role EVP and COO

Sold 242,901 shs ($21.90M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	242,901	$0.00	--
Exercise	Common Stock	242,901	$4.99	$1.21M
Sale	Common Stock	234,000	$90.02	$21.06M
Sale	Common Stock	8,901	$93.56	$833K

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 338,080 shares (Direct, null)

Footnotes (1)

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. 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. This transaction was executed in multiple trades at prices ranging from $90 to $90.9. 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. This transaction was executed in multiple trades at prices ranging from $93.14 to $94. 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. This stock option became fully vested and exercisable on January 1, 2025.

Key Figures

Shares sold at $90.02: 234,000 shares at $90.02 Shares sold at $93.56: 8,901 shares at $93.56 Options exercised: 242,901 shares at $4.99 +3 more

6 metrics

Shares sold at $90.02 234,000 shares at $90.02 Open-market sale on May 12, 2026

Shares sold at $93.56 8,901 shares at $93.56 Open-market sale on May 12, 2026

Options exercised 242,901 shares at $4.99 Stock option exercise on May 12, 2026

Shares held after transactions 95,179 shares Direct common stock holdings following May 12, 2026 trades

Restricted stock units 83,179 RSUs Included in post-transaction holdings, vesting 2026–2028

Option expiration Expires March 9, 2032 Stock option (right to buy) before full exercise

Key Terms

restricted stock units ("RSUs"), weighted average sale price, Stock Option (Right to Buy), open-market sale, +1 more

5 terms

restricted stock units ("RSUs") financial

"Includes 83,179 restricted stock units ("RSUs"). 40,000 will vest in two equal installments..."

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) ... underlying security shares 242,901.0000"

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

personal investment and financial planning needs financial

"The sale of the shares ... was made as part of the reporting person's personal investment and financial planning needs..."

Form 4 Insider Transactions: What Each Field Means →

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)
05/12/2026

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	05/12/2026		M		242,901	A	$4.99	338,080(1)	D
Common Stock	05/12/2026		S		234,000(2)	D	$90.02(3)	104,080(1)	D
Common Stock	05/12/2026		S		8,901(2)	D	$93.56(4)	95,179(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)	$4.99	05/12/2026		M			242,901	(5)	03/09/2032	Common Stock	242,901	$0	0	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 $90 to $90.9. 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 $93.14 to $94. 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 stock option became fully vested and exercisable on January 1, 2025.

	/s/ Amy Agress Attorney-in-fact for Ashok Mishra	05/13/2026
	** 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)

FAQ

What did Innodata (INOD) EVP and COO Ashok Mishra do in this Form 4 filing?

Ashok Mishra exercised stock options for 242,901 Innodata shares at $4.99 each, then sold all 242,901 shares in open-market trades on May 12, 2026. The filing reports these as part of his personal financial and retirement planning.

How many Innodata (INOD) shares did the COO sell and at what prices?

Mishra sold a total of 242,901 Innodata common shares. He sold 234,000 shares at a weighted average price of $90.02 and 8,901 shares at a weighted average price of $93.56, with both transactions executed on May 12, 2026.

What stock options did the Innodata (INOD) COO exercise in this transaction?

He exercised a stock option for 242,901 Innodata common shares with a conversion or exercise price of $4.99 per share. A footnote notes this option was fully vested and exercisable as of January 1, 2025, before being fully exercised in May 2026.

How many Innodata (INOD) shares does the COO hold after these transactions?

Following the exercise and sale transactions, Mishra directly holds 95,179 Innodata common shares. A footnote explains this figure includes 83,179 restricted stock units that will settle into shares as they vest between late 2026 and late 2028.

What reasons were given for the Innodata (INOD) COO’s share sales?

The filing states that Mishra’s sales were made for personal investment and financial planning needs, including individual retirement planning and portfolio diversification. This language frames the trades as liquidity and planning oriented rather than tied to a change in company outlook.

How are the Innodata (INOD) COO’s RSUs structured after this Form 4?

Mishra holds 83,179 restricted stock units. According to the footnotes, 40,000 RSUs vest in two equal installments on December 20, 2026 and 2027, while 43,179 vest in three equal installments on December 31, 2026, 2027, and 2028, settling into Innodata shares upon vesting.