INNODATA INC, 10-K filed on 2/26/2026
Annual Report
v3.25.4
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2025
Feb. 20, 2026
Jun. 30, 2025
Document and Entity Information      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2025    
Document Transition Report false    
Entity File Number 001-35774    
Entity Registrant Name INNODATA INC    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 13-3475943    
Entity Address, Address Line One 55 Challenger Road    
Entity Address, City or Town Ridgefield Park    
Entity Address, State or Province NJ    
Entity Address, Postal Zip Code 07660    
City Area Code 201    
Local Phone Number 371-8000    
Title of 12(b) Security Common Stock    
Trading Symbol INOD    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction Flag false    
Entity Shell Company false    
Entity Public Float     $ 1,559,767,165
Entity Common Stock, Shares Outstanding   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 Items 10,11,12,13 and 14 of Part III of this Form 10-K.

   
Entity Central Index Key 0000903651    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2025    
Document Fiscal Period Focus FY    
Amendment Flag false    
Auditor Name BDO India Services Private Limited    
Auditor Firm ID 6074    
Auditor Location Mumbai    
v3.25.4
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 82,230 $ 46,897
Accounts receivable, net of allowance for credit losses 46,510 28,013
Prepaid expenses and other current assets 6,654 6,090
Total current assets 135,394 81,000
Property and equipment, net 7,966 4,101
Right-of-use-asset, net 4,094 4,238
Other assets 1,648 1,267
Deferred income taxes, net 3,429 7,492
Intangibles, net 13,983 13,353
Goodwill 2,079 1,998
Total assets 168,593 113,449
Current liabilities:    
Accounts payable 9,615 4,554
Accrued expenses 9,612 4,891
Accrued salaries, wages and related benefits 16,480 13,836
Deferred revenues 7,493 8,010
Income and other taxes 4,471 5,695
Long-term obligations - current portion 1,659 1,643
Operating lease liability - current portion 1,202 877
Total current liabilities 50,532 39,506
Deferred income taxes, net 146 32
Long-term obligations, net of current portion 7,625 6,744
Operating lease liability, net of current portion 3,228 3,778
Total liabilities 61,531 50,060
Commitments and contingencies
STOCKHOLDERS' EQUITY:    
Serial preferred stock; 4,998 shares authorized, none issued and outstanding
Common stock, $.01 par value; 75,000 shares authorized; 35,521 shares issued and 32,337 outstanding at December 31, 2025 and 34,484 shares issued and 31,300 outstanding at December 31, 2024 355 345
Additional paid-in capital 64,213 53,085
Retained earnings 51,158 18,977
Accumulated other comprehensive loss (2,116) (2,470)
Stockholders' equity before treasury stock, total 113,610 69,937
Less: treasury stock, 3,184 shares at December 31, 2025 and 2024, at cost (6,465) (6,465)
Stockholders' equity Innodata Inc. and subsidiaries 107,145 63,472
Non-controlling interests (83) (83)
Total Stockholders' equity 107,062 63,389
Total liabilities and stockholders' equity $ 168,593 $ 113,449
v3.25.4
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2025
Dec. 31, 2024
CONSOLIDATED BALANCE SHEETS    
Serial preferred stock, shares authorized 4,998,000 4,998,000
Serial preferred stock, issued 0 0
Serial preferred stock, outstanding 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 75,000,000 75,000,000
Common stock, shares issued 35,521,000 34,484,000
Common stock, shares outstanding 32,337,000 31,300,000
Treasury stock, shares 3,184,000 3,184,000
v3.25.4
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME    
Revenues $ 251,663 $ 170,461
Operating costs and expenses:    
Direct operating costs 152,184 103,387
Selling and administrative expenses 59,606 42,738
Interest income, net (1,552) (149)
Total 210,238 145,976
Income before provision for income taxes 41,425 24,485
Provision for income taxes 9,244 (4,190)
Consolidated net income 32,181 28,675
Income attributable to non-controlling interests   15
Net Income attributable to Innodata Inc. and Subsidiaries $ 32,181 $ 28,660
Income per share attributable to Innodata Inc. and Subsidiaries:    
Basic (in dollars per share) $ 1.01 $ 0.98
Diluted (in dollars per share) $ 0.92 $ 0.89
Weighted average shares outstanding:    
Basic (in shares) 31,807 29,163
Diluted (in shares) 35,025 32,177
Comprehensive income:    
Consolidated net income $ 32,181 $ 28,675
Pension liability adjustment, net of taxes (384) 179
Foreign currency translation adjustment 613 (592)
Change in fair value of derivatives, net of taxes 125 (436)
Other comprehensive income (loss) 354 (849)
Total comprehensive income 32,535 27,826
Comprehensive income attributed to non-controlling interest   15
Comprehensive income attributable to Innodata Inc. and Subsidiaries $ 32,535 $ 27,811
v3.25.4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Common Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Treasury Stock
Non-Controlling Interest
Total
Balance at the beginning at Dec. 31, 2023 $ 320 $ 43,152 $ (9,683) $ (1,621) $ (6,465) $ (708) $ 24,995
Balance at the beginning (in shares) at Dec. 31, 2023         (3,184,000)    
Balance at the beginning (in shares) at Dec. 31, 2023 31,937,000            
Net income (loss) attributable to Innodata Inc. and Subsidiaries     28,660       28,660
Income attributable to non-controlling interests           15 15
Stock-based compensation   3,998         3,998
Stock option exercises $ 25 6,643         6,668
Stock option exercises (in shares) 2,506,000            
Issuance of restricted stock units (in shares) 41,000            
Shares withheld for restricted stock unit net settlement   (97)         (97)
Redemption of non-controlling interest   (611)       610 (1)
Pension liability adjustment, net of taxes       179     179
Foreign currency translation adjustment       (592)     (592)
Change in fair value of derivatives, net of taxes       (436)     (436)
Balance at the end at Dec. 31, 2024 $ 345 53,085 18,977 (2,470) $ (6,465) (83) $ 63,389
Balance at the end (in shares) at Dec. 31, 2024         (3,184,000)   3,184,000
Balance at the end (in shares) at Dec. 31, 2024 34,484,000            
Net income (loss) attributable to Innodata Inc. and Subsidiaries     32,181       $ 32,181
Stock-based compensation   11,144         11,144
Stock option exercises $ 8 3,323         $ 3,331
Stock option exercises (in shares) 755,000           755,552
Issuance of restricted stock units $ 2 (2)          
Issuance of restricted stock units (in shares) 282,000            
Shares withheld for exercise net settlement             $ (3,337)
Shares withheld for restricted stock unit net settlement   (3,337)          
Pension liability adjustment, net of taxes       (384)     (384)
Foreign currency translation adjustment       613     613
Change in fair value of derivatives, net of taxes       125     125
Balance at the end at Dec. 31, 2025 $ 355 $ 64,213 $ 51,158 $ (2,116) $ (6,465) $ (83) $ 107,062
Balance at the end (in shares) at Dec. 31, 2025         (3,184,000)   3,184,000
Balance at the end (in shares) at Dec. 31, 2025 35,521,000            
v3.25.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Cash flows from operating activities:    
Consolidated net income $ 32,181 $ 28,675
Adjustments to reconcile consolidated net income to net cash provided by operating activities:    
Depreciation and amortization 6,889 5,796
Stock-based compensation 11,144 3,998
Deferred income taxes 4,101 (5,609)
Provision for credit losses 108 527
Pension cost 1,343 1,237
Changes in operating assets and liabilities:    
Accounts receivable (18,350) (14,411)
Prepaid expenses and other current assets (480) (2,233)
Other assets (375) 1,177
Accounts payable and accrued expenses 9,501 3,429
Deferred revenues (517) 4,487
Accrued salaries, wages and related benefits 2,619 6,063
Income and other taxes (1,263) 1,879
Pension benefit payments (149) (151)
Net cash provided by operating activities 46,752 34,864
Cash flows from investing activities:    
Capital expenditures (11,104) (7,741)
Net cash used in investing activities (11,104) (7,741)
Cash flows from financing activities:    
Proceeds from exercise of stock options 3,331 6,668
Withholding taxes on net settlement of restricted stock units (3,337) (97)
Payment of long-term obligations (420) (362)
Net cash provided by (used in) financing activities (426) 6,209
Effect of exchange rate changes on cash and cash equivalents 111 (255)
Net increase in cash and cash equivalents 35,333 33,077
Cash and cash equivalents, beginning of year 46,897 13,820
Cash and cash equivalents, end of year 82,230 46,897
Supplemental disclosures of cash flow information:    
Shares withheld for withholding taxes on net settlement for restricted stock 3,337 97
Cash paid for income taxes 5,998 2,418
Cash paid for interest $ 229 $ 287
v3.25.4
Description of Business and Summary of Significant Accounting Estimates and Policies
12 Months Ended
Dec. 31, 2025
Description of Business and Summary of Significant Accounting Estimates and Policies  
Description of Business and Summary of Significant Accounting Estimates and Policies

1.          Description of Business and Summary of Significant Accounting Estimates and Policies

Description of Business - Innodata Inc. (Nasdaq: INOD) (together with its subsidiaries, the “Company”, “Innodata”, “we”, “us” or “our”) is a global data engineering and AI systems services company that supports the development, training, post-training, evaluation, and deployment of advanced artificial intelligence systems. The Company partners with leading technology companies, frontier AI laboratories, and enterprises to help enable AI systems that perform reliably, align with intended objectives, and operate safely in real-world environments.

The Company’s mission is to enable the responsible advancement of artificial intelligence by providing the data, evaluation frameworks, and human expertise required to build AI systems that can be trusted at scale. The Company believes that AI will increasingly function as a foundational layer of the digital economy - embedded across consumer products, enterprise workflows, and mission-critical systems. As AI systems grow more capable and autonomous, the Company believes the quality of training data, the effectiveness of post-training alignment, and the rigor of ongoing evaluation will be decisive factors in determining whether AI systems are adopted, regulated, and scaled responsibly.

Innodata was founded more than 35 years ago on the principle that high-quality, well-structured data is essential to leading information-retrieval systems. In 2016-2017, the Company began building proprietary AI language models based on then-emerging research and frameworks and integrating them into its data production workflows. Through this work, the Company developed and refined techniques for generating, curating, and validating human-created data used to train probabilistic, learning-based AI systems, and recognized that data quality and structure were critical determinants of model performance. This insight led the Company to invest in the development of an integrated set of AI lifecycle data solutions, addressing a growing market need for specialized data engineering, evaluation, and refinement capabilities across the full lifecycle of AI systems.

Today leading AI innovation labs and Big Tech companies (including five of the so-called “Magnificent Seven”) building frontier generative AI models and leading enterprises engage the Company to provide (i) training and post-training data development; (ii) alignment and preference optimization; (iii) capabilities, alignment, and safety evaluation; and (iv) AI enablement and operationalization, including support for agentic and tool-using systems.

The Company believes it is differentiated by: (i) its ability to operate across the AI lifecycle in alignment with AI developers’ internal development and deployment pipelines; (ii) its scale of specialized human expertise; (iii) purpose-built platforms and processes that combine automation with rigorous human oversight; (iv) a research-driven approach to measurement, safety, and operational reliability, which is particularly relevant for frontier model developers and enterprises deploying AI in high-stakes environments; and (v) its dual role supporting leading technology companies building advanced AI systems and enterprises deploying those systems in production, which it believes creates a reinforcing feedback loop that strengthens its capabilities across both contexts and differentiates the Company from competitors focused on only one side of the market.

AI Training and Post-Training Data

Modern AI systems are trained using large volumes of data rather than explicit, rule-based programming. Foundation models - such as large language models (“LLMs”) and multimodal models - learn statistical representations of language, images, code, and other modalities from vast training corpora.

As model architectures have matured, leading developers have increasingly emphasized the importance of training data quality, data provenance, supervised fine-tuning, and post-training alignment techniques. The Company believes that as model scale increases, marginal improvements in data quality and post-training signals can have an outsized impact on performance, reliability, and usability - often exceeding the impact of further parameter scaling alone.

Organizations developing AI systems therefore require partners that can design, execute, and continuously refine data pipelines capable of supporting large-scale training and post-training cycles while maintaining quality, consistency, and auditability. The Company believes it is well positioned to meet these requirements.

Model Evaluation (“Evals”), Alignment, and Safety

The Company believes that evaluation of model capabilities and safety (“evals”) are emerging as foundational layers of the AI technology stack, analogous to testing, security, and reliability engineering in traditional software systems. Unlike deterministic software, generative AI systems are probabilistic and context dependent. Their behavior may vary across prompts, tasks, and deployment environments, and may change over time as models are updated or integrated with tools and new data sources.

As a result, organizations increasingly require continuous evals to understand, measure, and manage model behavior throughout development and deployment. These evals typically include: (i) capabilities evals that assess reasoning, knowledge, and task competence; (ii) alignment and safety evals that measure harmful behavior, misuse risk, and adherence to constraints; and (iii) regression evals designed to detect drift or degradation across model versions. The Company believes this represents a durable and expanding market opportunity distinct from, but complementary to, data preparation and model training.

From Output Scoring to Behavioral and Agentic Evals

Early AI evaluation focused primarily on output correctness. In contrast, today’s frontier systems - particularly agentic and tool-using systems - require behavioral and agentic evals that assess how models plan, reason, and act over time. These evals may examine reasoning coherence, tool selection and invocation, multi-step task execution, adherence to system instructions, and robustness under adversarial or ambiguous inputs.

This shift toward agentic evaluation materially increases the importance of structured human judgment, domain expertise, and scalable evaluation operations. The Company believes that the ability to measure not only what a model outputs, but how it arrives at those outputs, is increasingly central to deployment readiness and long-term safety.

Human-in-the-Loop Evals and Evidence for Trust

As AI systems are deployed into regulated or high-stakes environments, customers increasingly require evidence that systems have been evaluated, documented, and monitored. This has driven demand for human-in-the-loop eval frameworks that combine expert judgment with automation to produce results that are interpretable, repeatable, and auditable.

The Company’s evaluation programs emphasize rubricized scoring for consistency, subject-matter experts for high-risk domains, hybrid human-plus-automated evaluation pipelines, and longitudinal measurement to track regressions and improvements over time. The Company believes these capabilities position it to support emerging governance and regulatory expectations related to transparency, accountability, and risk management in AI systems.

Red Teaming, Adversarial Evals, and Safety Research

AI safety has expanded to include misuse, exploitability, and unintended system behaviors - particularly as models are connected to retrieval systems, code execution environments, autonomous agents, and enterprise tools. Innodata conducts structured red teaming and adversarial evaluations to surface failure modes that are not observable through standard benchmarks. These efforts include probing prompt-injection and jailbreak vulnerabilities, testing misuse scenarios involving retrieval-augmented generation, agent workflows, and tool use, identifying degradation under distribution shift, and supporting mitigation through targeted post-training datasets. In parallel, The Company has expanded its cybersecurity capabilities as applied to LLMs and AI agents, including threat modeling for agent-based systems, assessment of data exfiltration and privilege-escalation risks, evaluation of secure tool invocation and sandboxing controls, and testing of monitoring and guardrail mechanisms designed to reduce exposure to adversarial attacks and enterprise security breaches.

The Company believes red teaming and adversarial evals are increasingly viewed as prerequisites for deployment rather than optional safeguards.

High-Risk Domains and Societal Safety

As frontier AI capabilities advance, developers and governments have raised concerns about misuse in high-impact domains, including non-proliferation, chemical and biological risk, and large-scale misinformation. The Company supports mitigation efforts through domain-specific safety evals, targeted mitigation datasets, collaboration with academic and government-adjacent experts, and evaluation frameworks designed to preserve performance on legitimate use cases while reducing the risk of harmful behaviors or misuse.

AI Model Deployment and Integration

The Company believes that over the next decade, AI will be embedded across nearly all industries. Innodata supports customers in operationalizing AI systems, including model customization, workflow integration, context engineering, and continuous quality assurance. The Company’s platforms and services are designed to accommodate rapid innovation in model architectures and techniques, enabling customers to adopt new approaches without re-architecting their AI operations.

AI-Enabled Industry Platforms

The Company’s AI-enabled industry platforms address specific market requirements where it believes it can deliver differentiated value through domain expertise, proprietary data models, and applied AI.

The Synodex® platform transforms medical records into structured digital data for insurance and healthcare workflows. The Agility PR SolutionsTM platform provides media intelligence and public relations workflow software enhanced with AI-driven monitoring, analytics, and content capabilities. The Company continues to invest in these platforms to incorporate advances in AI while emphasizing reliability, transparency, and user trust.

The Company’s operations are presently classified and reported in three reporting segments: Digital Data Solutions (DDS), Synodex and Agility.

Significant Accounting Policies and Estimates

Principles of Consolidation - The consolidated financial statements include the accounts of Innodata Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates - In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates and assumptions used in the preparation of the consolidated financial statements are reasonable. Actual results could differ from those estimates. Significant estimates include those related to the allowance for credit losses and billing adjustments, useful life of long-lived assets, useful life of intangible assets, impairment of goodwill and intangible assets, valuation of deferred tax assets, valuation of stock-based compensation, pension benefit plan assumptions, litigation accruals and estimated accruals for various tax exposures.

Revenue Recognition - The Company’s revenue is recognized when services are rendered or goods are delivered to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services or goods as per the agreement with the customer. In cases where there are agreements with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. For agreements with distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation, if any, and then evaluates how the services are performed for the customer to determine the timing of revenue recognition.

For the Digital Data Solutions (DDS) segment, revenue is recognized primarily based on the quantity delivered or resources utilized in the period in which services are performed and performance conditions are satisfied as per the agreement. Revenue from agreements billed on a time-and-materials basis is recognized as services are performed. Revenue from fixed-fee agreements, which is not significant to overall revenues, is recognized based on the proportional performance method of accounting, as services are performed, or milestones are achieved.

For the Synodex segment, revenue is recognized primarily based on the quantity delivered in the period in which services are performed and performance conditions are satisfied as per the agreement. Revenue from such services is recognized monthly when all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; access to the service is provided to the end user; and collection is probable.

The Agility segment derives its revenue primarily from subscription arrangements and provision of enriched media analysis services. It also derives revenue as a reseller of corporate communication solutions. Revenue from subscriptions is recognized monthly when access to the service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; and collection is probable. Revenue from enriched media analysis services is recognized when the services are performed, and performance conditions are satisfied. Revenue from the reseller agreements is recognized at the gross amount received for the goods in accordance with the Company functioning as a principal due to the Company meeting the following criteria: the Company acts as the primary obligor in the sales transaction; assumes the credit risk; sets the price; can select suppliers; and is involved in the execution of the services, including after sales service.

Revenue associated with the services provided in one period and billed in a subsequent period is commonly referred to as unbilled revenues and is included under Accounts receivable.

The Company considers U.S. GAAP criteria for determining whether to report gross revenue as a principal versus net revenue as an agent. The Company evaluates whether it is in control of the services before the same are transferred to the customer to assess whether it is principal or agent in the arrangement.

Contract acquisition costs, which are included in prepaid expenses and other current assets, are amortized over the term of a subscription agreement or contract that normally has a duration of 12 months or less. The Company reviews these prepaid acquisition costs on a periodic basis to determine the need to adjust the carrying values for early terminated contracts. Included in prepaid expenses and other current assets on the accompanying consolidated balance sheets are contract acquisition costs amounting to $0.8 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively. These acquisition costs relate to our Agility segment and are amortized over the term of the subscription agreement.

Foreign Currency Translation - The functional currency of the Company’s subsidiaries in the Philippines, India, Sri Lanka, Israel, Hong Kong, the United Kingdom and Canada (other than the Agility subsidiaries) is the U.S. dollar. Transactions denominated in Philippine pesos, Indian and Sri Lankan rupees, Israeli shekels, United Kingdom Pound Sterling and Canadian dollars are translated to U.S. dollars at rates which approximate those in effect on the transaction dates. Monetary assets and all liabilities denominated in foreign currencies on December 31, 2025 and December 31, 2024 are translated at the exchange rate in effect as of those dates. Non-monetary assets and stockholders’ equity are translated at the appropriate historical rates. Included in direct operating costs were foreign exchange gains resulting from such translations of approximately $0.1 million and $0.2 million for the years ended December 31, 2025 and 2024, respectively.

The functional currency for the Company’s subsidiary in Germany is the Euro. The functional currencies for the Company’s Agility subsidiaries in the United Kingdom and Canada are the Pound Sterling and the Canadian dollar, respectively. The financial statements of these subsidiaries are prepared in their respective currencies. Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses, and cash flows are translated at weighted-average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income or loss in stockholders’ equity. Foreign exchange transaction gains or losses are included in direct operating costs in the accompanying consolidated statements of operations and comprehensive income.

Derivative Instruments - The Company accounts for derivative transactions in accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic 825, “Financial Instruments”. For derivative instruments that are designated and qualify as cash flow hedges, the entire change in fair value of the hedging instrument is recorded in Other comprehensive income (loss). When the amounts recorded in Other comprehensive income (loss) are reclassified to earnings, they are included as part of Direct operating costs. For derivative instruments that are not designated as hedges, any change in fair value is recorded directly in earnings as part of Direct operating costs. The total notional value of designated outstanding foreign currency forward contracts was $19.7 million and $22.5 million as of December 31, 2025 and 2024, respectively.

Cash Equivalents - For financial statement purposes, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include investments in U.S. Treasury money market mutual funds that are highly liquid, readily convertible to cash, and not subject to significant risk of change in value. These funds are redeemable on demand and are used by the Company for short-term liquidity and cash management needs.

Concentration of Credit Risk - The Company maintains its cash with highly rated financial institutions, located in the United States and in foreign locations where the Company has its operations. At December 31, 2025, the Company had cash and cash equivalents of $82.2 million, of which $28.2 million was held by its foreign subsidiaries and $54.0 million was held in the United States. To the extent that such cash exceeds the maximum insurance levels, the Company is uninsured. The Company has not experienced any losses in such accounts.

Accounts Receivable - Accounts receivable is generally recorded at the invoiced amounts, net of an allowance for expected credit losses, allowance for billing adjustments and volume discounts. The Company records billing adjustments relating to quality issues on delivered services, service penalties and price adjustments.

The Company establishes credit terms for new customers based upon management’s review of their credit information and project terms, and performs ongoing credit evaluations of its customers, adjusting credit terms when management believes appropriate based upon payment history and an assessment of the customer’s current creditworthiness.

The Company records an allowance for credit losses for estimated losses resulting from the failure of its customers to make the required payments. The allowance for credit losses is based on a review of specifically identified accounts and an overall aging analysis applied to accounts pooled based on similar risk characteristics. Judgments are made with respect to the collectability of accounts receivable within each pool based on historical experience, current payment practices, and current economic trends based on our expectations over the expected life of the receivables, generally ninety days or less. Actual credit losses could differ from those estimates.

Property and Equipment - Property and equipment are stated at cost and are depreciated on the straight-line method over the estimated useful lives of the related assets, which is generally two to ten years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the terms of the leases.

Capitalized Developed Software - The Company incurs development costs related to software it develops for its internal use. Qualifying costs incurred during the application development stage are capitalized. These costs primarily consist of internal labor and third-party development costs and are amortized using the straight-line method over the estimated useful life of the capitalized developed software, which generally ranges from three to ten years. All other research and maintenance costs are expensed as incurred. Capitalized developed software in progress was $4.2 million and $3.6 million as of December 31, 2025 and 2024, respectively. The cumulative completed capitalized developed software was $23.1 million and $19.8 million as of December 31, 2025 and 2024, respectively.

Long-lived Assets - Management assesses the recoverability of its long-lived assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The following factors, if present, may trigger an impairment review: (i) significant underperformance relative to expected historical or projected future operating results; (ii) significant negative industry or economic trends; (iii) significant decline in the Company’s stock price for a sustained period; and (iv) a change in the Company’s market capitalization relative to net book value. If the recoverability of these assets is unlikely because of the existence of one or more of the above-mentioned factors, an impairment analysis is performed, using undiscounted cash flow projections. Management makes assumptions regarding estimated future cash flows and other factors to determine the fair value of these respective assets. An impairment loss will be recognized only if the carrying value of a long-lived asset is not recoverable and exceeds its fair value and is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

Goodwill and Other Intangible Assets - The Company performs a valuation of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets and liabilities. Acquired intangible assets principally consist of technology, customer relationships, backlog and trademarks, having useful lives which range from ten to twelve years. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on projected financial information of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are expected to be consumed. Intangible assets are amortized into direct operating costs ratably over their expected related revenue streams over their useful lives.

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company does not amortize goodwill but evaluates it for impairment at the reporting unit level annually during the third quarter of each fiscal year (as of September 30 of that year) or when an event occurs, or circumstances change, that indicates the carrying value may not be recoverable.

The Company performed its annual goodwill assessment for the Agility segment as of September 30, 2025 for impairment. The impairment test involves estimating the fair value based on a combination of income (estimates of future discounted cash flows) and the market approach (market multiples for similar companies) using unobservable inputs (Level 3). The Company concluded that there is no impairment of goodwill for the Agility segment.

Income Taxes - Estimated deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates, as well as any net operating loss or tax credit carry forwards expected to reduce taxes payable in future years. A valuation allowance is provided when it is more likely than not that all or some portion of the estimated deferred tax assets will not be realized. While the Company considers future taxable income in assessing the need for the valuation allowance, in the event that the Company anticipates that it will be able to realize the estimated deferred tax assets in the future in excess of its net recorded amount, an adjustment to the provision for deferred tax assets would increase income in the period such determination was made. Similarly, in the event that the Company anticipates that it will not be able to realize the estimated deferred tax assets in the future considering future taxable income, an adjustment to the provision for deferred tax assets would decrease income in the period such determination was made. Changes in the valuation allowance from period to period are included in the Company’s tax provision in the period of change. The Company indefinitely reinvests the foreign earnings in its foreign subsidiaries. If such earnings are repatriated in the future, or are no longer deemed to be indefinitely reinvested, the Company would have to accrue as a liability the applicable amount of foreign jurisdiction withholding taxes associated with such remittances.

In assessing the realization of deferred tax assets, management considered whether it is more likely than not that all or some portion of the deferred tax assets of subsidiaries in Canada and Germany will be realizable or not.

During the year ended December 31, 2025, the Company performed an assessment for one of its Canadian subsidiaries and its German subsidiary. The assessment yielded positive evidence enabling the release of the valuation allowances of the deferred tax assets of these subsidiaries under “ASC Topic 740-30-22 – Accounting for Income Taxes”.

As the expectation of future taxable income of the second Canadian subsidiary cannot be predicted with reasonable accuracy, the Company continues to maintain a valuation allowance against the deferred tax assets of this subsidiary.

The Company accounts for income taxes regarding uncertain tax positions and recognizes interest and penalties related to uncertain tax positions in income tax expense in the consolidated statements of operations and comprehensive income.

Accounting for Leases - Accounting Standards for Codifications (ASC 842 “Accounting for Leases”) requires lessees to recognize most leases on their balance sheets as liabilities, with corresponding “right-of-use” assets. The Company recognizes a right-of-use asset and corresponding lease liability for all its operating leases. See Note 8, Operating Leases.

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets, or the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies:

a.there is a change in contractual terms, other than a renewal or extension of the arrangement;
b.a renewal option is exercised, or extension granted, unless the term of the renewal or extension was initially included in the lease term;
c.there is a change in the determination of whether fulfillment is dependent on a specified asset; or
d.there is a substantial change to the asset.

Whenever a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for scenarios (a), (c) or (d) and at the date of renewal or extension period for scenario (b).

Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. As of December 31, 2025, all of the Company’s leases are classified under operating leases. Operating lease payments are recognized as an operating expense on a straight-line basis over the lease term.

Accounting for Stock-Based Compensation - The Company measures and recognizes stock-based compensation expense for all share-based payment awards made to employees and directors based on the estimated fair value at the grant date. The stock-based compensation expense is recognized on a straight-line basis over the requisite service period. The fair value of stock option grants is determined using the Black-Scholes option-pricing model and the fair value of time vested restricted stock units is determined based on the closing price at the grant date. The fair value of performance based restricted stock units is determined using the Binomial option pricing model.

The stock-based compensation expense related to the Company’s stock plans were allocated as follows (in thousands):

Year Ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Direct operating costs

$

1,741

$

281

Selling and administrative expenses

 

9,403

 

3,717

Total stock-based compensation

$

11,144

$

3,998

Fair Value of Financial Instruments - The carrying amounts of financial instruments approximated their fair value as of December 31, 2025 and 2024, because of the relatively short maturity of these instruments. See Note 15, Derivatives.

Fair value measurements and disclosures define fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The accounting standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value into three levels. The three levels are defined as follows:

Level 1: Unadjusted quoted price in active market for identical assets and liabilities.
Level 2: Inputs other than those included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The Company’s forward contracts are at level 2 in the fair value hierarchy.

Income per Share - Income per share is computed using the weighted-average number of common shares outstanding during the year. Diluted income per share is computed by considering the impact of the potential issuance of common shares, using the treasury stock method, on the weighted average number of shares outstanding. For those securities that are not convertible into a class of common stock, the “two class” method of computing income per share is used.

Pension - The Company records annual pension costs based on calculations, which include various actuarial assumptions including discount rates, compensation increases and other assumptions involving demographic factors. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. The Company believes that the assumptions used in recording its pension obligations are reasonable based on its experience, market conditions and inputs from its actuaries.

Deferred Revenue - Deferred revenue represents payments received from customers in advance of providing services and amounts deferred if conditions for revenue recognition have not been met. The Company expects to recognize substantially all of these performance obligations over the next 12 months. The table below summarizes the deferred revenue balances as of December 31, 2025 and December 31, 2024 (in thousands):

  ​ ​ ​

December 31,

2025

2024

Deferred revenues

$

7,493

$

8,010

The table below provides information about contract liabilities (deferred revenue) and the significant changes in the balance for the years ended December 31, 2025 and 2024, respectively (in thousands):

  ​ ​ ​

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Balance at the beginning of year

$

8,010

$

3,523

Net deferred revenue in the period

30,157

34,466

Revenue recognized

(30,548)

(29,776)

Currency translations and other adjustments

(126)

(203)

Balance at the end of year

 

$

7,493

 

$

8,010

Recently Adopted Accounting Pronouncements - On December 14, 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU’s effective date is for fiscal years beginning after December 15, 2024 with early adoption permitted. The adoption of the ASU No. 2023-09 will enhance quantitative and qualitative disclosures related to rate reconciliation of significant components and income tax paid. The Company has adopted this standard and complied with the required disclosures. See Note 5, Income Taxes.

Recently Issued Accounting Pronouncements Not Yet Adopted - In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), fourth amendment via ASU No. 2025-01: Disaggregation of Income Statement Expenses”. ASU No. 2024-03 does not change or remove existing expense disclosure requirements but requires disaggregated disclosures about certain expense categories and captions, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. ASU No. 2024-03 will be effective for the Company beginning in fiscal year 2027, and for interim financial reporting beginning in the first quarter of fiscal year 2028. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on the Company’s disclosures within the consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU No. 2025-05 provides entities with a practical expedient related to developing reasonable and supportable forecasts as part of estimating expected credit losses, in which entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU No. 2025-05 will be effective for the Company beginning in fiscal year 2027. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on the Company’s disclosures within the consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU No. 2025-06 modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. ASU No. 2025-06, which can be applied prospectively, retrospectively, or with a modified transition approach, is effective for the Company for annual reporting as well as interim period reporting beginning in fiscal year 2029. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on the Company’s disclosures within the consolidated financial statements.

v3.25.4
Accounts Receivable
12 Months Ended
Dec. 31, 2025
Accounts Receivable  
Accounts Receivable

2.           Accounts Receivable

Accounts receivable consists of the following (in thousands):

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Gross Accounts receivable

$

48,606

$

29,772

Allowance for credit losses

(1,181)

(1,256)

Allowance for billing adjustments

(915)

(503)

Accounts receivable, net

 

$

46,510

 

$

28,013

Activity in the allowance for the credit losses for the years ended December 31, 2025 and 2024 were as follows (in thousands):

  ​ ​ ​

For the Year Ended December 31

  ​ ​ ​

2025

  ​ ​ ​

2024

Balance at beginning of year

  ​ ​ ​

$

1,256

  ​ ​ ​

$

992

Additions charged to expense

108

527

Write-offs against allowance

(189)

(256)

Foreign currency translation adjustment

 

6

 

(7)

Balance at end of year

$

1,181

$

1,256

v3.25.4
Property and equipment
12 Months Ended
Dec. 31, 2025
Property and equipment  
Property and equipment

3.          Property and equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization, and consist of the following (in thousands):

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Equipment

$

16,232

$

12,135

Computer software

 

4,961

 

4,480

Furniture and equipment

 

1,396

 

951

Leasehold improvements

 

2,855

 

2,554

Capital work-in-progress

484

547

Total

 

25,928

 

20,667

Less: accumulated depreciation and amortization

 

(17,962)

 

(16,566)

$

7,966

$

4,101

The estimated useful lives of the property and equipment range between two years and ten years. Depreciation and amortization expense of property and equipment were approximately $2.2 million and $1.5 million for the years ended December 31, 2025 and 2024, respectively.

v3.25.4
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2025
Goodwill and Intangible Assets  
Goodwill and Intangible Assets

4.           Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the year ended December 31, 2025 were as follows (in thousands):

Amount

Balance - January 1, 2025

  ​ ​ ​

$

1,998

Foreign currency translation adjustment

 

81

Balance - December 31, 2025

$

2,079

As of September 30, 2025, the Company performed its annual goodwill impairment analysis for the Agility segment. It involved a quantitative goodwill impairment test and estimated the fair value based on a combination of the income approach (estimates of future discounted cash flows) and the market approach (market multiples for similar companies) using unobservable inputs (Level 3). The income approach uses a discounted cash flow (“DCF”) method that utilizes the present value of cash flows to estimate the segment’s fair value. The future cash flows of the segment were projected based on the Company’s estimates of future revenues, operating income, and other factors such as working capital and capital expenditures. As part of the DCF analysis, the Company projected revenue and operating profits and assumed long-term revenue growth rates in the terminal year. The market approach utilizes multiples of revenues and earnings before interest expense, taxes, depreciation, and amortization (“EBITDA”) to estimate the segment’s fair value. The market multiples used for the segment were based on a group of comparable companies’ market multiples applied to the Company’s revenue. The Company concluded that there is no impairment of goodwill.

The fair value measurement of goodwill for the Agility segment was classified within Level 3 of the fair value hierarchy because the Company used the income approach, which utilizes significant inputs that are unobservable in the market and the market multiple approach using comparable entities to further validate the carrying values. The Company believes it made reasonable estimates and assumptions to calculate the fair value of the reporting unit as of the impairment test measurement date. The carrying value of goodwill was $2.1 million and $2.0 million as of December 31, 2025, and 2024, respectively.

Intangibles

Information regarding the Company acquired intangible assets and capitalized developed software was as follows (in thousands):

December 31, 2025

  ​ ​ ​

  ​ ​ ​

Foreign Currency

  ​ ​ ​

Gross 

Accumulated

 Translation

Net

  ​ ​ ​

Carrying Value

  ​ ​ ​

Amortization

  ​ ​ ​

 Adjustment

  ​ ​ ​

Carrying Value

Acquired Intangible Assets

  ​

  ​

  ​

  ​

Developed technology

$

2,881

$

(2,834)

$

3

$

50

Customer relationships

 

1,965

 

(1,874)

 

9

 

100

Trademarks and tradenames

 

840

 

(835)

 

1

 

6

Patents

 

40

 

(40)

 

-

 

-

Media Contact Database

 

3,528

 

(3,359)

 

15

 

184

Total Acquired Intangible Assets

$

9,254

$

(8,942)

$

28

$

340

Capitalized Developed Software

 

 

 

 

Capitalized Developed Software

$

23,137

$

(13,933)

$

254

$

9,458

Capitalized Developed Software - in Progress

 

4,180

 

-

 

5

 

4,185

Total Capitalized Developed Software

$

27,317

$

(13,933)

$

259

$

13,643

Total

$

36,571

$

(22,875)

$

287

$

13,983

December 31, 2024

Foreign Currency

Gross 

Accumulated

 Translation

Net

  ​ ​ ​

Carrying Value

  ​ ​ ​

Amortization

  ​ ​ ​

 Adjustment

  ​ ​ ​

Carrying Value

Acquired Intangible Assets

  ​

  ​

  ​

  ​

Developed technology

$

3,060

$

(2,911)

$

(3)

$

146

Customer relationships

 

2,144

 

(1,856)

 

(29)

 

259

Trademarks and tradenames

 

862

 

(826)

 

-

 

36

Patents

 

44

 

(44)

 

-

 

-

Media Contact Database

 

3,546

 

(3,016)

 

(1)

 

529

Total Acquired Intangible Assets

$

9,656

$

(8,653)

$

(33)

$

970

Capitalized Developed Software

 

  ​

 

  ​

 

  ​

 

  ​

Capitalized Developed Software

$

19,811

$

(10,507)

$

(463)

$

8,841

Capitalized Developed Software - in Progress

 

3,552

 

-

 

(10)

 

3,542

Total Capitalized Developed Software

$

23,363

$

(10,507)

$

(473)

$

12,383

Total

$

33,019

$

(19,160)

$

(506)

$

13,353

Amortization expense relating to acquired intangible assets was approximately $0.7 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively.

Amortization expense relating to capitalized developed software was approximately $4.0 million and $3.5 million for the years ended December 31, 2025 and 2024, respectively.

Estimated annual amortization expense for intangible assets subsequent to December 31, 2025 is as follows (in thousands):

Year

  ​ ​ ​

Amortization

2026

$

5,821

2027

 

4,323

2028

2,994

2029

 

516

2030

 

327

Thereafter

 

2

$

13,983

v3.25.4
Income Taxes
12 Months Ended
Dec. 31, 2025
Income Taxes  
Income Taxes

5.           Income Taxes

United States and foreign components of income before provision for income taxes for each of the years ended December 31, were as follows (in thousands):

  ​ ​ ​

Year Ended December 31

2025

2024

United States

$

33,506

$

21,692

Foreign

 

7,919

 

2,793

Totals

$

41,425

$

24,485

The significant components of the provision for income taxes for the years ended December 31, 2025 and 2024 were as follows (in thousands):

Year Ended December 31

  ​ ​ ​

2025

  ​ ​ ​

2024

Current income tax provision:

 

  ​

 

  ​

Foreign

$

2,235

$

525

Federal

 

2,932

 

126

State and local

 

(24)

 

768

 

5,143

 

1,419

Deferred income tax provision:

 

  ​

 

  ​

Foreign

 

(229)

 

(294)

Federal

 

3,459

 

(4,059)

State and local

 

871

 

(1,256)

 

4,101

 

(5,609)

Provision for income taxes

$

9,244

$

(4,190)

The Company elected to prospectively adopt the guidance in ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The following table reconciles the U.S. federal statutory income tax rate of 21% to the Company’s effective income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU No. 2023-09 (In thousands, except percentages):

  ​ ​ ​

Year Ended December 31

 

2025

 

Amount

Percentage

Income before provision for income taxes

$

41,425

 

-

 

U.S. Federal Statutory Tax Rate at 21%  

 

8,699

 

21.0

%

State and Local Income Taxes, Net of Federal Income Tax Effect

 

  ​

 

  ​

 

Other State Tax Expense *

 

1,200

 

2.9

 

State True up

 

(499)

 

(1.2)

 

Foreign Tax Effects

 

  ​

 

  ​

 

India

 

1,048

 

2.5

 

Other

 

(876)

 

(2.1)

 

Effects of Changes in Tax Laws or Rates Enacted in the Current Period

 

  ​

 

  ​

 

Effect of Cross-border Tax Laws

 

225

 

0.5

 

Non-taxable or Non-deductible Items

 

  ​

 

  ​

 

Stock Compensation

 

(7,454)

 

(18.0)

 

Sec. 162(m)

 

6,870

 

16.6

 

Withholding Tax

 

(624)

 

(1.5)

 

Deemed Interest

 

839

 

2.0

 

Other

 

20

 

0.0

 

Changes in Unrecognized Tax Benefits

 

(225)

 

(0.5)

 

Other Adjustments

 

21

 

0.1

 

Income tax expense

$

9,244

 

22.3

%

Effective income tax rate

 

22.3

%  

  ​

* State taxes in California, Florida, Minnesota, New York, Pensylvania and Texas comprise the majority (greater than 50%) of the tax effect in this category.

For the year ended December 31, 2025, the Company’s effective income tax rate was 22.3%, compared to the U.S. federal statutory income tax rate of 21%. The increase primarily reflects the impact of state and local income taxes, net of federal benefit, foreign income taxed at rates different from the U.S. statutory rate, and permanent differences, including non-deductible stock-based compensation resulting from the executive compensation limitations under Section 162(m). These impacts were partially offset by tax benefits associated with stock-based compensation, state tax true-ups, and other items. Additional differences resulted from cross-border tax effects, withholding taxes, deemed interest, and changes in unrecognized tax benefits.

The reconciliation of the U.S. statutory rate of 21% to the Company’s effective tax rate for the years ended December 31, 2024 in accordance with the ASC 740 Income taxes prior to the adoption of ASU No. 2023-09 is summarized as follows:

Year Ended
December 31

  ​ ​ ​

2024

 

Federal income tax expense at statutory rate

 

21.0

%

Effect of:

 

Section 162 (m)

 

57.6

Global Intangible Low-Taxed Income (GILTI)

3.1

Tax effects of foreign operations

 

1.5

Return to provision true up

 

0.8

Foreign operations permanent differences - foreign exchange gains and losses

 

0.6

Withholding tax

0.5

Deemed interest

 

(0.6)

Foreign rate differential

 

(0.9)

State income tax net of federal benefit

 

(1.8)

Increase (decrease) in unrecognized tax benefits (ASC 740)

(3.8)

Change in valuation allowance

 

(30.7)

Effect of stock-based compensation

(64.8)

Other

0.4

Effective tax rate

 

(17.1)

%

The estimated annual effective tax rate applied to the year ended December 31, 2024 is lower than the U.S. federal statutory rate of 21% principally due to the effect of stock-based compensation and the release of the U.S. valuation allowance, offset in part by IRS section 162(m) adjustments.

Deferred tax assets and liabilities are classified as non-current. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows (in thousands):

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024*

Deferred income tax assets:

 

  ​

 

  ​

Net operating loss carryforwards

$

4,970

$

8,760

Expenses not deductible until paid

3,208

1,829

Equity compensation not currently deductible

497

886

Allowances not currently deductible

472

459

Depreciation and amortization

 

155

 

211

Amortization of Intangibles

 

121

 

312

Other

 

742

 

756

Total gross deferred income tax assets before valuation allowance

 

10,165

 

13,213

Valuation allowance

 

(4,833)

 

(4,969)

Total Deferred income tax assets, net

5,332

8,244

Deferred income tax liabilities:

 

  ​

 

  ​

Depreciation and amortization

 

(471)

 

(209)

Amortization of Intangibles

(980)

-

Other

 

(598)

 

(575)

Total Deferred income tax liabilities

 

(2,049)

 

(784)

Net deferred income tax assets

$

3,283

$

7,460

* Prior period deferred tax components have been reclassified to align with the current period presentation, with no impact on the Company’s consolidated results.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realizable. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are available. As of December 31, 2025, the Company continues to maintain a valuation allowance of $4.8 million on one of the Company’s Canadian subsidiary’s deferred tax assets.

The Company determined on March 31, 2025 that it was more likely than not that one of the Company’s subsidiaries in Canada would be able to realize the benefit of the deferred tax assets in Canada, resulting in the release of the valuation allowance. In reaching this determination, the Company considered the growing trend of profitability over the last three years in the Canadian subsidiary, as well as expectations regarding the generation of future taxable income.

The Company determined on June 30, 2025 that it was more likely than not that the Company’s subsidiary in Germany would be able to realize the benefit of the deferred tax assets in Germany, resulting in the release of the valuation allowance. In reaching this determination, the Company considered the growing trend of profitability over the last three years in the German subsidiary, as well as expectations regarding the generation of future taxable income.

The Company intends to indefinitely reinvest the foreign earnings of its foreign subsidiaries. Unremitted earnings of foreign subsidiaries amounted to approximately $58.8 million at December 31, 2025. If such earnings are repatriated in the future or are no longer deemed to be indefinitely reinvested, the Company would have to accrue the applicable amount of foreign jurisdiction withholding taxes associated with such remittances.

At December 31, 2025, the Company had available U.S. state and foreign Net Operating Loss (NOL) carryforwards of $3.8 million and $23.3 million, respectively. Canadian R&D credit carryforwards were approximately $1.4 million. The U.S. state and foreign NOL carryforwards expire over the course of several years starting in 2026 through 2037.

At December 31, 2024, the Company had available U.S. federal, state and foreign Net Operating Loss (NOL) carryforwards of $10.6 million, $6.5 million and $24.3 million, respectively. U.S. Federal and Canadian R&D credit carryforwards were approximately $0.1 million and $1.3 million, respectively.

The Company is subject to Federal income tax, as well as income tax in various states and foreign jurisdictions. The Company has open tax years for U.S. federal and state taxes from 2021 through 2025. Various foreign subsidiaries have open tax years from 2005 through 2025, some of which are under audit by local tax authorities. The Company believes that its accruals for uncertain tax positions as of December 31, 2025 under ASC 740, Income Taxes are adequate to cover the Company’s income tax exposures.

Impact of Recent Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, amending U.S. tax law in several areas, including domestic research and development deductibility and bonus depreciation. The Company has included the estimated effect of provisions relevant to the current fiscal year in its reported income tax expense as of December 31, 2025. As a result of the OBBBA in the current period, Federal cash taxes were reduced due to bonus depreciation and the deductibility of R&D expenses. Due to the nature of these changes, there was little to no impact on the effective tax rate. Management is continuing to evaluate the OBBBA’s potential impact on future periods, particularly with respect to deferred tax assets and liabilities, the effective tax rate, and cash tax obligations.

Income taxes paid (net of refunds received) consisted of the following (in thousands):

  ​ ​ ​

Year Ended 

December 31

2025

Tax payments (net of refunds received)

  ​

Federal

 

4,394

State

 

  ​

California

 

(726)

Others

 

680

Foreign

 

  ​

India

 

940

Philippines

 

537

Others

 

173

$

5,998

The following table represents a roll forward of the Company’s unrecognized tax benefits and associated interest for the years ended (in thousands):

Unrecognized Tax

Benefits

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Balance at beginning of the year

$

999

$

1,942

Increase for current year tax positions

 

367

 

341

Decrease for prior year tax positions

 

(223)

 

(1,309)

Interest accrual

 

59

 

80

Foreign currency remeasurement

 

(40)

 

(55)

Balance at end of the year

$

1,162

$

999

The Company had reserves for uncertain tax positions of $1.2 million and $1.0 million as of December 31, 2025 and 2024, respectively, where the ultimate tax determination is uncertain due to complexities of tax laws.

v3.25.4
Long-term obligations
12 Months Ended
Dec. 31, 2025
Long-term obligations  
Long-term obligations

6.           Long-term obligations

Total long-term obligations as of December 31, 2025 and 2024 consisted of the following (in thousands):

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Pension obligations - accrued pension liability

$

9,278

$

7,945

Microsoft licenses (1)

6

  ​ ​ ​

442

9,284

 

8,387

Less: Current portion of long-term obligations

 

1,659

 

1,643

Totals

$

7,625

$

6,744

(1)

In March 2023, the Company renewed a vendor agreement to acquire certain additional software licenses, receive technical support and future software upgrades on software licenses through February 2026. Pursuant to this agreement, the Company is contractually liable to pay approximately $0.4 million annually over the term of the agreement.

v3.25.4
Commitments and contingencies
12 Months Ended
Dec. 31, 2025
Commitments and contingencies  
Commitments and contingencies

7.          Commitments and contingencies

Litigation - In 2008, a judgment was rendered in the Philippines against a Philippine subsidiary of the Company that is no longer active and purportedly also against Innodata Inc., in favor of certain former employees of the Philippine subsidiary. The potential payment amount aggregates to approximately $5.6 million, plus legal interest that accrued at 12% per annum from August 13, 2008 to June 30, 2013, and thereafter accrued and continues to accrue legal interest at 6% per annum. The potential payment amount as expressed in U.S. dollars varies with the Philippine peso to U.S. dollar exchange rate. In December 2017, a group of 97 of the former employees of the Philippine subsidiary indicated that they proposed to record the judgment as to themselves in New Jersey. In January 2018, in response to an action initiated by Innodata Inc., the United States District Court for the District of New Jersey (“USDC”) entered a preliminary injunction that enjoins these former employees from pursuing or seeking recognition or enforcement of the judgment against Innodata Inc. in the United States during the pendency of the action and until further order of the USDC. In June 2018, the USDC entered a consent order administratively closing the action subject to return of the action to the active docket upon the written request of Innodata Inc. or the former employees, with the USDC retaining jurisdiction over the matter and the preliminary injunction remaining in full force and effect. The principal relevant cases in the Philippines are Court of Appeals Case Nos. CA - G.R. SP No. 93295 Innodata Employees Association (IDEA), Eleanor Tolentino, et al. vs. Innodata Philippines, Inc., et al., and CA - G.R. SP No. 90538 Innodata Philippines, Inc. vs. Honorable Acting Secretary Manuel G. Imson, et al. (28 June 2007), the Department of Labor and Employment National Labor Relations Commission, Republic of the Philippines (NLRC - NCR - Case No.07 - 04713 - 2002, et al., Innodata Employees Association (IDEA) and Eleanor A. Tolentino, et al. vs. Innodata Philippines, Inc., et al), and the Department of Labor and Employment Office of the Secretary of Labor and Employment, Republic of the Philippines (Case No. OS - AJ - 0015 - 2001, In Re: Labor Dispute at Innodata Philippines, Inc.). The U.S. District Court action is Civil Action No.: 2:17 - cv - 13268 - SDW - LDW Innodata Inc. v. Myrna C. Augustin - Simon; et al.

In February 2024, David D’Agostino filed a putative class action captioned D’Agostino v. Innodata Inc., et al., in the United States District Court for the District of New Jersey against the Company and certain of its current and former officers (the “Securities Class Action”). In October 2024, the presiding judge in the Securities Class Action appointed a lead plaintiff and approved the lead plaintiff’s choice of counsel. The Securities Class Action complaint, as amended, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and it alleges, among other things, that the defendants made false and misleading statements regarding the Company’s artificial intelligence (“AI”) technology and services. The plaintiff seeks unspecified damages, fees, interest, and costs. The Company intends to defend itself vigorously. On March 7, 2025, the Company filed a motion to dismiss the Securities Class Action complaint. On April 10, 2025, the plaintiff filed a Second Amended Complaint to the Securities Class Action complaint (the “Second Amended Complaint”) to correct purported typographical errors in the Securities Class Action complaint. On April 11, 2025, the Company filed a motion to dismiss the Second Amended Complaint. The motion to dismiss is fully briefed and pending with the USDC. The Company cannot predict the outcome of the action at this time and can give no assurance that the asserted claims will not have a material adverse effect on its financial position or results of operations.

The Company is also subject to various other legal proceedings and claims that have arisen in the ordinary course of business. While the Company believes that it has adequate reserves for those losses that it believes are probable and can be reasonably estimated, the ultimate results of legal proceedings and claims cannot be predicted with certainty.

While management currently believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s consolidated financial position or overall trends in consolidated results of operations, litigation is subject to inherent uncertainties. Substantial recovery against the Company in the above-referenced Philippine action could have a material adverse impact on the Company, and unfavorable rulings or recoveries in the other proceedings could have a material adverse impact on the consolidated operating results in the period in which the ruling or recovery occurs. In addition, the Company’s estimate of the potential impact on the Company’s consolidated financial position or overall consolidated results of operations for the above referenced legal proceedings could change in the future.

The Company’s legal accruals related to legal proceedings and claims are based on the Company’s determination of whether or not a loss is probable. The Company reviews outstanding proceedings and claims with external counsel to assess probability and estimates of loss. The accruals are adjusted if necessary. While the Company intends to defend these matters vigorously, adverse outcomes that it estimates could reach approximately $650,000 in the aggregate beyond recorded amounts are reasonably possible. If circumstances change, the Company may be required to record adjustments that could be material to its reported consolidated financial condition and results of operations.

Foreign Currency - To the extent that the currencies of the Company’s production facilities located in the Philippines, India, Sri Lanka, Canada and Israel fluctuate, the Company is subject to risks of changing costs of production after pricing is established for certain customer projects. In addition, the Company is exposed to the risk of foreign currency fluctuation on the non-U.S. dollar denominated revenues, and on the monetary assets and liabilities held by its foreign subsidiaries that are denominated in local currency.

Indemnifications - The Company is obligated under certain circumstances to indemnify directors, officers and certain employees against costs and liabilities incurred in actions or threatened actions brought against such individuals because such individuals acted in the capacity of director, officer or fiduciary of the Company. In addition, the Company has contracts with certain customers pursuant to which the Company has agreed to indemnify the customer for certain specified and limited claims under such contract. These indemnification obligations occur in the ordinary course of business and, in many cases, do not include a limit on potential maximum future payments. As of December 31, 2025, the Company has not recorded a liability for any obligations arising as a result of these indemnification obligations.

v3.25.4
Operating Leases
12 Months Ended
Dec. 31, 2025
Operating Leases  
Operating Leases

8.           Operating Leases

The Company has various lease agreements for its offices and service delivery centers. The Company has determined that the risks and benefits related to the leased properties are retained by the lessors. Accordingly, these are accounted for as operating leases.

These lease agreements are for terms ranging from three to eleven years and, in most cases, provide for rental escalations ranging from 1.75% to 15%. Most of these agreements are renewable at the mutual consent of the parties to the contract.

The Company recognizes an operating lease liability and right-of-use asset in compliance with current lease accounting standard ASC 842. The amount of right-of-use asset is equal to the present value of the remaining lease payments discounted using the incremental borrowing rate of each respective country. Modifications, if any are recalculated and corresponding adjustments are made to the carrying values of both the lease liability and right-of-use assets.

A right-of-use asset is measured as the amount of the lease liability adjusted for the amount of deferred straight-line rent, prepaid rent and lease incentive allowances previously recognized.

The table below summarizes the amounts recognized in the financial statements related to operating leases for the years presented (in thousands):

  ​ ​ ​

Year Ended December 31

  ​ ​ ​

2025

  ​ ​ ​

2024

Rent expense for long-term operating leases

$

1,345

$

1,257

Rent expense for short-term leases

 

208

 

178

Total rent expense

$

1,553

$

1,435

The following table presents the maturity profile of the Company’s operating lease liabilities based on the contractual undiscounted payments with a reconciliation of these amounts to the remaining net present value of the operating lease liability reported in the consolidated balance sheet as of December 31, 2025 (in thousands):

Year

Amount

2026

$

1,567

2027

 

1,566

2028

 

1,165

2029

722

2030

192

2031 and thereafter

 

-

Total lease payments

 

5,212

Less: Interest

 

(782)

Net present value of lease liabilities

$

4,430

Current portion

$

1,202

Long-term portion

 

3,228

Total

$

4,430

The weighted average remaining lease terms and discount rates for all of our operating leases as of December 31, 2025 were as follows:

Weighted-average lease term remaining

  ​ ​ ​

38 months

Weighted-average discount rate

 

9.14

%

v3.25.4
Pension Benefits
12 Months Ended
Dec. 31, 2025
Pension Benefits  
Pension Benefits

9.        Pension Benefits

U.S. Defined Contribution Pension Plan - The Company has a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code, pursuant to which substantially all of its U.S. employees are eligible to participate after completing six months of service. Participants may elect to contribute a portion of their compensation to the plan. Under the plan, the Company has the discretion to match a portion of participants’ contributions. For the years ended December 31, 2025 and 2024, the Company did not make any matching contributions.

Most of the non-U.S. subsidiaries provide for government-mandated defined pension benefits. For certain of these subsidiaries, vested eligible employees are provided a lump sum payment upon retiring from the Company at a defined age. The lump sum amount is based on the salary and tenure as of retirement date. Other non-U.S. subsidiaries provide for a lump sum payment to vested employees on retirement, death, incapacitation or termination of employment, based upon the salary and tenure as of the date employment ceases. The liability for such defined benefit obligations is determined and provided on the basis of actuarial valuations. As of December 31, 2025, these plans were unfunded. Pension expense for our foreign subsidiaries totaled approximately $1.3 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively.

The following tables set out the status of the non-U.S. pension benefits and the amounts recognized in the Company’s consolidated financial statements and the components of pension costs for the years ended December 31, 2025 and 2024 were as follows (in thousands):

Benefit Obligations:

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Projected benefit obligation at beginning of the year

$

7,945

$

7,128

Current service cost

 

801

 

717

Interest cost

 

517

 

522

Prior service cost

 

216

 

Actuarial loss (gain)

 

189

 

(105)

Foreign currency exchange rates changes

 

(241)

 

(166)

Benefits paid

 

(149)

 

(151)

Projected benefit obligation at end of the year

$

9,278

$

7,945

The Company had an actuarial loss of $0.2 million for the year ended December 31, 2025, and an actuarial gain of $0.1 million for the year ended December 31, 2024. This was mainly due to changes in the actuarial assumptions for our Asian subsidiaries. Actuarial (gains) losses are recorded as part of other comprehensive income and are not reflected as part of net periodic pension cost.

Components of Net Periodic Pension Cost:

Year Ended December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Current service cost

$

801

$

717

Interest cost

 

517

 

522

Actuarial loss recognized

 

25

 

(2)

Net periodic pension cost

$

1,343

$

1,237

The accumulated benefit obligation, which represents benefits earned to date, was approximately $5.6 million and $4.7 million for each of the years ended December 31, 2025 and 2024.

Amounts recognized in the consolidated balance sheets for the years ended December 31, 2025 and 2024 consisted of the following (in thousands):

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Current accrued benefit cost

$

1,653

 

$

1,229

Non-current accrued benefit cost

 

7,625

 

 

6,716

Total amount recognized

$

9,278

 

$

7,945

Current accrued benefit cost for pension benefits was included in the current portion of long-term obligations in the consolidated balance sheets. Non-current accrued benefit cost for pension benefits was included in long-term obligations, net of current portion, in the consolidated balance sheets.

Actuarial assumptions for all non-U.S. plans are described below. The discount rates are used to measure the year-end benefit obligations and the earnings effects for the subsequent year. The assumptions for the years ended December 31, 2025 and 2024 were as follows:

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Discount rate

 

6.30%-10.80%

6.09%-12%

Rate of increase in compensation level

 

7%-8%

7%-10%

Estimated Future Benefit Payments:

As of December 31, 2025, the following benefit payments, which reflect expected future service, as appropriate, were expected to be paid (in thousands):

Year

  ​ ​ ​

Amount

2026

$

1,611

2027

 

699

2028

 

246

2029

671

2030

688

2031 to 2035

 

5,336

$

9,251

v3.25.4
Capital Stock
12 Months Ended
Dec. 31, 2025
Capital Stock  
Capital Stock

10.        Capital Stock

Common Stock - The Company is authorized to issue 75,000,000 shares of common stock. Each share of common stock has one vote. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors. No common stock dividends have been declared to date.

Preferred Stock - The Company is authorized to issue 4,998,000 shares of preferred stock. The Board of Directors is authorized to fix the terms, rights, preferences and limitations of the preferred stock and to issue the preferred stock in series that differ as to their relative terms, rights, preferences and limitations.

Common Stock Reserved - As of December 31, 2025, the Company had available for future issuance 746,241 shares of common stock pursuant to the Company’s stock option plans.

Treasury Stock - In July 2019, the Company’s Board of Directors authorized the repurchase of up to $2.0 million of its common stock in open market or private transactions. There is no expiration date associated with the program. There were no share repurchases in the years ended December 31, 2025 and 2024. As of December 31, 2025, the Company repurchased 1.5 million shares of its common stock under the July 2019 authorization with a value of $1.8 million.

v3.25.4
Stock Based Compensation
12 Months Ended
Dec. 31, 2025
Stock Based Compensation  
Stock Based Compensation

11.        Stock Based Compensation

The Innodata Inc. 2013 Stock Plan (as amended, the “2013 Plan”) expired in accordance with its terms on June 3, 2023. Pursuant to the terms of the 2013 Plan, no further awards may be granted under the 2013 Plan following its expiration. As of December 31, 2025, there were 2,639,893 shares of our common stock underlying outstanding options or rights under the 2013 Plan. Outstanding awards made under the 2013 Plan prior to the 2013 Plan’s expiration will remain in effect until such awards have been satisfied or terminated in accordance with the terms of the 2013 Plan and such awards.

On June 9, 2023, stockholders of the Company approved amendments to the Innodata Inc. 2021 Equity Compensation Plan (as amended, the “2021 Plan”). The number of shares of common stock of Innodata Inc. that may be delivered, purchased or used for reference purposes (with respect to stock appreciation rights or stock units) for awards granted under the 2021 Plan is 4,000,000 (the “Share Reserve”). Shares subject to an option or stock appreciation right granted under the 2021 Plan count against the Share Reserve as one share for every share granted, and shares subject to any other type of award granted under the 2021 Plan count against the Share Reserve as two shares for every share granted for awards granted prior to April 11, 2023, and one and a half shares for every share granted for awards granted on or after April 11, 2023. Any shares withheld, tendered or exchanged by a participant in the 2021 Plan as full or partial payment to Innodata of the exercise price under an option under the 2021 Plan, or in satisfaction of a participant’s tax withholding obligations with respect to any award under the 2021 Plan, will not be added back to the Share Reserve.

The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. The weighted-average fair value of the options granted, and weighted-average assumptions were as follows:

For the Year Ended December 31, 

 

2025

2024

 

Weighted average fair value of options granted

  ​ ​ ​

$

-

  ​ ​ ​

$

32.07

Risk-free interest rate

 

-

 

4.40

%

Expected term (years)

 

-

 

6.0

Expected volatility factor

 

-

 

87.69

%

Expected dividends

 

-

 

None

There were no stock options granted in 2025.

The Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods equal to the expected term of the options in effect at the time of grant. The expected term of options granted is based on a combination of vesting schedules, term of the options and historical experience. Expected volatility is based on the historical volatility of the Company’s common stock. The Company uses an expected dividend yield of zero since it has never declared or paid any dividends on its capital stock.

Stock Options

2013 Plan

A summary of option activity under the 2013 Plan and changes during the year ended December 31, 2025 are presented below.

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted-Average

  ​ ​ ​

Weighted -Average

Remaining

Number of

Exercise

Contractual Term

Aggregate

Options

Price

(years)

Intrinsic Value

Outstanding at January 1, 2025

 

3,165,193

$

3.67

 

6.32

$

113,458,326

Granted

 

-

 

-

 

Exercised

 

(525,300)

 

4.83

 

Forfeited/Expired

 

-

 

 

Outstanding at December 31, 2025

 

2,639,893

$

3.45

 

5.25

$

125,407,354

Exercisable at December 31, 2025

 

2,639,893

$

3.45

 

5.25

$

125,407,354

Vested and Expected to vest at December 31, 2025

 

2,639,893

$

3.45

 

5.25

$

125,407,354

2021 Plan

A summary of option activity under the 2021 Plan and changes during the year ended December 31, 2025 are presented below.

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted-Average

  ​ ​ ​

Weighted - Average

Remaining

Number of

Exercise

Contractual Term

Aggregate

Options

Price

(years)

Intrinsic Value

Outstanding at January 1, 2025

 

842,771

$

15.86

 

8.46

$

20,847,471

Granted

 

-

 

-

 

Exercised

 

(230,252)

 

3.46

 

Forfeited/Expired

 

(43,835)

 

3.40

 

Outstanding at December 31, 2025

 

568,684

$

21.83

 

7.79

$

16,557,907

Exercisable at December 31, 2025

 

389,682

$

12.30

 

7.25

$

15,058,361

Vested and Expected to vest at December 31, 2025

 

568,684

$

21.83

 

7.79

$

16,557,907

During the year ended December 31, 2025, a total of 755,552 options were exercised at an average exercise price of $4.41.

The compensation cost related to non-vested stock options not yet recognized as of December 31, 2025 totaled approximately $5.6 million. The weighted-average period over which these costs will be recognized is 24 months.

Restricted Stock Units

Restricted Stock Unit (“RSU”) activity under the Equity Plans during the year ended December 31, 2025 are presented below:

  ​ ​ ​

Number of

  ​ ​ ​

Weighted-

  ​ ​ ​

  ​ ​ ​

Weighted-

Performance

Average

Number of

Average

Restricted Stock

Grant Date

Restricted Stock

Grant Date

Units

Fair Value

Units

Fair Value

Unvested at January 1, 2025

700,000

$

5.59

549,079

$

40.61

Granted

 

470,172

50.95

373,958

51.41

Vested

 

(184,200)

 

4.99

(186,551)

38.49

Forfeited/Expired

 

(515,800)

 

5.80

(44,185)

37.34

Unvested at December 31, 2025

 

470,172

$

50.95

692,301

$

47.22

On December 31, 2025, the Company granted time-based RSUs and Performance RSUs. A portion of the RSUs vest based solely on continued service, while the remaining portion vest based on the achievement of specified performance objectives and continued service.

There were a total of 15,175 restricted stock units granted to non-employee directors during the year ended December 31, 2025.

The compensation cost related to non-vested RSUs and PRSUs, not yet recognized as of December 31, 2025 totaled approximately $55.7 million. The weighted-average period over which these costs will be recognized is 32 months.

v3.25.4
Comprehensive loss
12 Months Ended
Dec. 31, 2025
Comprehensive loss  
Comprehensive loss

12.         Comprehensive loss

Accumulated other comprehensive loss, as reflected in the consolidated balance sheets, consists of pension liability adjustments, net of taxes, foreign currency translation adjustment and changes in fair value of derivatives, net of taxes. The components of accumulated other comprehensive loss as of December 31, 2025 and 2024, and reclassifications out of accumulated other comprehensive loss for the years then ended, are presented below (in thousands):

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Foreign Currency

  ​ ​ ​

Accumulated Other

Pension Liability

Fair Value of

Translation

Comprehensive

Adjustment

Derivatives

Adjustment

Loss

Balance at January 1, 2025

$

(233)

$

(395)

$

(1,842)

$

(2,470)

Other comprehensive income (loss) before reclassifications, net of taxes

 

(409)

 

(124)

 

613

 

79

Total other comprehensive loss before reclassifications, net of taxes

 

(642)

 

(519)

 

(1,229)

 

(2,391)

Net amount reclassified to earnings

 

25

 

249

 

-

 

275

Balance at December 31, 2025

$

(617)

$

(270)

$

(1,229)

$

(2,116)

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Foreign Currency

  ​ ​ ​

Accumulated Other

Pension Liability

Fair Value of

Translation

Comprehensive

Adjustment

Derivatives

Adjustment

Loss

Balance at January 1, 2024

$

(412)

$

41

$

(1,250)

$

(1,621)

Other comprehensive income (loss) before reclassifications, net of taxes

 

172

 

(494)

 

(592)

 

(914)

Total other comprehensive loss before reclassifications, net of taxes

 

(240)

 

(453)

 

(1,842)

 

(2,535)

Net amount reclassified to earnings

 

7

 

58

 

-

 

65

Balance at December 31, 2024

$

(233)

$

(395)

$

(1,842)

$

(2,470)

Taxes related to each component of other comprehensive loss were not material for the fiscal years presented and therefore not disclosed separately.

All reclassifications out of accumulated other comprehensive loss had an impact on direct operating costs in the consolidated statements of operations and comprehensive loss.

v3.25.4
Segment reporting and concentrations
12 Months Ended
Dec. 31, 2025
Segment reporting and concentrations  
Segment reporting and concentrations

13.         Segment reporting and concentrations

The Company’s operations are classified in three reporting segments: Digital Data Solutions (DDS), Synodex and Agility.

The DDS segment provides AI training and post-training data, model evaluation, alignment, and safety, AI model deployment and integration, and AI-enabled platforms.

The Synodex segment provides an industry platform that transforms medical records into structured for insurance and healthcare workflows.

The Agility segment provides an industry platform that provides media intelligence and public relations workflow software enhanced with AI-driven monitoring, analytics, and content capabilities. We continue to invest in these platforms to incorporate advances in AI while emphasizing reliability, transparency, and user trust.

A significant portion of the Company’s revenues is generated from its locations in the Philippines, India, Sri Lanka, Canada, Germany, Israel, United States and the United Kingdom.

The Company’s chief operating decision maker (CODM) is the senior executive committee that includes the chief executive officer, chief operating officer, and the chief financial officer (interim).

The U.S. GAAP measures used by the Company’s CODM to evaluate segment performance and allocate resources—such as employees, property, and financial or capital resources during the annual budgeting and forecasting process, are Revenues, Gross Profit and Income before provision for income taxes. Performance results are monitored, reviewed, and measured monthly and quarterly by comparing budget and forecast to actual results for profit measures, assessing returns on investment, compensation decisions and changing strategies, if required.

The accounting policies used by the DDS, Synodex and Agility segments are the same as those described in the summary of significant accounting policies.

The measure of segment assets is reported on the balance sheet as total consolidated assets shown in the table below (in thousands):

  ​ ​ ​

December 31, 

  ​ ​

2025

  ​

2024*

Total assets:

 

  ​

 

  ​

DDS

$

149,210

$

91,588

Synodex

 

5,260

 

4,790

Agility (1)

 

14,123

 

17,071

Total Consolidated (2)

$

168,593

$

113,449

* Prior period segment assets of the DDS, Synodex and Agility segments have been reclassified to align with the current period presentation, with no impact on the Company’s consolidated results.

(1)Agility assets include goodwill of $2.1 million and $2.0 million as of December 31, 2025 and 2024, respectively

(2)Segment assets consist of cash, receivables, prepaid and other current assets, property and equipment, and intangibles.

The table below shows segment information for other significant income statement items (in thousands):

Year Ended December 31, 2025

  ​ ​ ​

DDS

  ​ ​ ​

Synodex

  ​ ​ ​

Agility

  ​ ​ ​

Total

Revenues

$

220,825

$

7,322

$

23,516

$

251,663

Direct operating costs (1) (3)

 

135,421

 

5,997

 

10,766

 

152,184

Gross profit

85,404

1,325

12,750

99,479

Selling and administrative expenses (2) (4)

 

46,002

 

699

 

12,905

 

59,606

Segment operating income (loss)

39,402

626

(155)

39,873

Interest expense (income), net

(1,553)

-

1

 

(1,552)

Income (loss) before provision for income taxes

$

40,955

$

626

$

(156)

$

41,425

Year Ended December 31, 2024

  ​ ​ ​

DDS

  ​ ​ ​

Synodex

  ​ ​ ​

Agility

  ​ ​ ​

Total

Revenues

 

$

141,098

$

7,864

$

21,499

$

170,461

Direct operating costs (1) (3)

 

88,186

 

5,763

 

9,438

 

103,387

Gross profit

52,912

2,101

12,061

67,074

Selling and administrative expenses (2) (4)

 

31,685

 

194

 

10,859

 

42,738

Segment operating income

21,227

1,907

1,202

24,336

Interest expense (income), net

 

(153)

-

4

 

(149)

Income before provision for income taxes

$

21,380

$

1,907

$

1,198

$

24,485

(1)

Direct operating costs consist of direct and indirect labor costs, occupancy costs, data center hosting fees, cloud services, content acquisition costs, depreciation and amortization, travel, telecommunications, computer services and supplies, realized (gain) loss on forward contracts, foreign currency revaluation (gain) loss, recruitment costs and other direct expenses that are incurred in providing services to our customers.

(2)

Selling and administrative expenses consist of payroll and related costs including commissions, bonuses, and stock-based compensation; marketing, advertising, trade conferences and related expenses; new services research and related software development expenses, software and cloud service subscriptions, professional and consultant fees, provision for credit losses and other administrative overhead expenses.

(3)

Includes non-cash expenses which consist mainly of depreciation, amortization of capitalized software development costs and stock-based compensation expense.

(4)Includes non-cash expenses which consist mainly of stock-based compensation expense.

Long-lived assets as of December 31, 2025 and 2024 by geographic region were comprised of (in thousands):

  ​ ​ ​

December 31, 

2025

2024

United States

$

12,576

$

10,182

Foreign countries:

 

 

Canada

 

6,325

 

6,265

United Kingdom

 

653

 

806

Philippines

 

5,091

 

3,532

India

 

2,582

 

2,251

Sri Lanka

 

833

 

587

Israel

 

56

 

63

Germany

 

6

 

4

Total foreign

 

15,546

 

13,508

Totals

$

28,122

$

23,690

Long-lived assets include the unamortized balance of right-of-use assets amounting to $4.1 million and $4.2 million as of December 31, 2025 and December 31, 2024, respectively.

One customer in the DDS segment generated approximately 58% and 48% of the Company’s total revenues in the fiscal year ended December 31, 2025 and 2024, respectively. No other customer accounted for 10% or more of total revenues during these periods. Further, in the years ended December 31, 2025 and 2024, revenues from non-U.S. customers accounted for 16% and 21%, respectively, of the Company’s revenues.

Revenues for each of the two years in the period ended December 31, 2025 and 2024 by geographic region (determined based upon customer domicile), were as follows (in thousands):

  ​ ​ ​

Year Ended December 31, 

2025

2024

United States

$

212,125

$

133,876

Canada

 

11,662

 

8,696

United Kingdom

 

10,468

 

10,006

The Netherlands

 

8,549

 

8,059

Others - European countries principally, Germany and Belgium

 

8,859

 

9,824

Totals

$

251,663

$

170,461

As of December 31, 2025, approximately 10% of the Company’s accounts receivable was due from foreign (principally European) customers and 63% of accounts receivable was due from one customer. As of December 31, 2024, approximately 16% of the Company’s accounts receivable was due from foreign (principally European) customers and 61% of accounts receivable was due from two customers. No other customer accounted for 10% or more of the accounts receivable as of December 31, 2025 and 2024.

v3.25.4
Income per Share
12 Months Ended
Dec. 31, 2025
Income per Share  
Income per Share

14.             Income per Share

Year Ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Net income attributable to Innodata Inc. and Subsidiaries

$

32,181

  ​ ​ ​

$

28,660

Weighted average common shares outstanding

 

31,807

 

29,163

Dilutive effect of outstanding options and restricted stock units

 

3,218

3,014

Adjusted for dilutive computation

 

35,025

 

32,177

Basic income per share is computed using the weighted-average number of common shares outstanding during the year. Diluted income per share is computed by considering the impact of the potential issuance of common shares, using the treasury stock method, on the weighted average number of shares outstanding. For those securities that are not convertible into a class of common stock, the two-class method of computing income per share is used.

Options to purchase 3.2 million shares of common stock for the year ended December 31, 2025 were outstanding and included in the computation of diluted income per share. Also included in the computation of dilutive income per share are 623,910 restricted stock units using the treasury stock method to determine the dilutive effect of restricted stock units outstanding as of December 31, 2025.

Options to purchase 4.0 million shares of common stock for the year ended December 31, 2024 were outstanding. Of these options, 3.7 million were included in the computation of diluted income per share while the remaining 0.3 million were not included in the computation of diluted income per share because the exercise price of the options were greater than the average market price of the common shares and therefore have not been considered as potential equity shares. Also included in the computation of dilutive income per share are 513,455 restricted stock units using the treasury stock method to determine the dilutive effect of restricted stock units outstanding as of December 31, 2024.

v3.25.4
Derivatives
12 Months Ended
Dec. 31, 2025
Derivatives  
Derivatives

15.        Derivatives

The Company conducts a large portion of its operations in international markets, which subjects it to foreign currency fluctuations. The most significant foreign currency exposures occur when revenue and associated accounts receivable are collected in one currency and expenses to generate that revenue are incurred in another currency. The Company is also subject to wage inflation and other government mandated increases and operating expenses in Asian countries where the Company has the majority of its operations. The Company’s primary inflation and exchange rate exposure relates to payroll, other payroll costs and operating expenses in the Philippines, India, Sri Lanka, Canada and Israel.

In addition, although most of the Company’s revenue is denominated in U.S. dollars, a portion of total revenues is denominated in Canadian dollars, Pound Sterling and Euros.

The Company’s policy is to enter derivative instrument contracts with terms that coincide with the underlying exposure being hedged for a period up to 12 months. As such, the Company’s derivative instruments are expected to be highly effective. For derivative instruments that are designated and qualify as cash flow hedges, the entire change in fair value of the hedging instrument is recorded to Other comprehensive income (loss). Upon settlement of these contracts, the change in the fair value recorded in Other comprehensive income (loss) are reclassified to earnings and included as part of Direct operating costs. For derivative instruments that are not designated as hedges, any change in fair value is recorded directly in earnings as part of Direct operating costs.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. The Company does not hold or issue derivatives for trading purposes. All derivatives are recognized at their fair value and classified based on the instrument’s maturity date. The total notional amount for outstanding derivatives designated as hedges was $19.7 million and $22.5 million as of December 31, 2025 and 2024, respectively.

The following table presents the fair value of derivative instruments included within the consolidated balance sheets as of December 31, 2025 and 2024 (in thousands):

  ​ ​ ​

Balance Sheet Location

  ​ ​ ​

Fair Value

2025

2024

Derivatives designated as hedging instruments:

 

  ​

 

  ​

 

  ​

Foreign currency forward contracts

Accrued expenses

$

342

$

499

The effect of foreign currency forward contracts designated as cash flow hedges on the consolidated statements of operations for the years ended December 31, 2025 and 2024 were as follows (in thousands):

  ​ ​ ​

2025

  ​ ​ ​

2024

Net loss recognized in OCI(1)

$

(124)

$

(494)

Net loss reclassified from accumulated OCI into income(2)

$

(249)

$

(58)

Net gain recognized in income(3)

$

-

$

-

(1)Net change in fair value of the effective portion classified into other comprehensive income (“OCI”)
(2)Effective portion classified within direct operating costs.
(3)There were no ineffective portions for the period presented.
v3.25.4
Line of Credit
12 Months Ended
Dec. 31, 2025
Line of Credit  
Line of Credit

16.        Line of Credit

On April 4, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as lender, and Innodata Inc., Innodata Synodex, LLC, Innodata docGenix, LLC and Agility PR Solutions LLC as co-borrowers. On July 21, 2023, Innodata Services, LLC signed a Joinder Agreement to join the Credit Agreement as a co-borrower. On August 5, 2024, the Company entered into a second amendment to the Credit Agreement (together with the Credit Agreement, the “Amended Credit Agreement”). The Amended Credit Agreement provides for a secured revolving line of credit (the “Revolving Credit Facility”) up to an amount equal to the lesser of the borrowing base and $30.0 million (the “Maximum Credit”) and provides that a Borrower may request an increase to the Revolving Credit Facility’s Maximum Credit of up to, but not to exceed $50.0 million, subject to the approval of the Lender. The Revolving Credit Facility’s borrowing base is calculated on the basis of (i) 85% of eligible accounts (other than eligible foreign accounts and unbilled accounts), plus (ii) the lesser of (a) 80% of eligible accounts that are unbilled accounts and (b) 30% of all eligible accounts, plus (iii) the lesser of (a) 85% of eligible foreign accounts, (b) 20% of all eligible accounts and (c) $4.0 million, minus (iv) certain other reserves and adjustments. As of December 31, 2025, such borrowing base calculation equaled approximately $30.0 million. The Credit Agreement contains a financial covenant that requires the Borrowers, on a consolidated basis, to maintain a fixed charge coverage ratio of not less than 1.10 to 1.00. Except as set forth in the Credit Agreement, borrowings under the Revolving Credit Facility bear interest at a rate equal to the daily simple secured overnight financing rate (“SOFR”) plus 2.25%. The Company was in compliance with all applicable covenants under the Amended Credit Agreement and did not utilize the Revolving Credit Facility during the year ended December 31, 2025 or during the subsequent period through the filing date of this Report.

v3.25.4
Pay vs Performance Disclosure - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Net Income (Loss) $ 32,181 $ 28,660
v3.25.4
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.4
Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Cybersecurity Risk Management and Strategy

We recognize the importance of developing, implementing and maintaining a firm cybersecurity posture to safeguard our information systems, protect the confidentiality, integrity and availability of our data and mitigate risks associated with cyber threats and attacks.

We are ISO/IEC 27001:2022 certified and the ISO Information Security Risk Management Standard is used as a reference guide for our risk management approach. We have a designated Chief Information Security Officer (CISO) who has primary responsibility for managing our cybersecurity risks. Our CISO has more than 28 years of experience in Information Security and holds a master’s degree in Information Technology. His in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies. Our CISO is assisted by a team of Information Security Officers (ISOs) and a third-party consultant who has expertise in cybersecurity, information security risk management, and information systems audit and holds various certifications including CISA, CISM, HITRUST Certified Common Security Framework Practitioner, QSA, and CSP.

Recognizing the inherent cybersecurity risks common to any organization, encompassing concerns such as unauthorized access to sensitive data, potential disruptions to business operations from cyber incidents, and the associated financial and reputational impacts arising from a cybersecurity breach, we have implemented comprehensive policies covering various aspects of cybersecurity and information management, including, without limitation, cyber risk management, information security practices, roles and responsibilities, access controls, cryptography, information classification, asset disposal, and vendor management. We periodically review and modify these policies to align with industry practice, trends and evolving threat landscapes. Compliance with these policies is expected from all employees and contractors.

We perform periodic assessments for identifying threats and vulnerabilities, covering relevant operational facets, and focusing on identifying, analyzing, evaluating, and treating cyber risks across business functions. Our risk assessment guidelines define risk measurement and prioritization, and consider factors such as likelihood, impact, and potential harm. Mitigation strategies are planned, covering technical and procedural measures, including incident response plans.

Incident Response

We maintain a comprehensive incident response plan. Key components include regular updates to ensure effectiveness, employee training programs, and establishing communication channels and relevant systems for proper incident reporting and logging procedures. Communication and notification protocols are defined for notifying third parties such as regulatory bodies, customers, and partners. Recovery strategies are developed for restoring normal operations, and post-incident analysis is conducted to identify lessons learned and improvements for future incident response efforts. The incident response plan also outlines procedures for prompt detection, response, and remediation efforts to minimize the impact of incidents.

Incident materiality is assessed through a collaborative process involving key personnel within our organization. Responsibility for conducting a materiality assessment lies with our management team, in consultation with advice from our third-party cybersecurity consultant, as appropriate. The materiality assessment considers various factors, including financial impact, reputational risk, regulatory implications, and potential harm to third parties. Upon completion of the materiality assessment, the disclosure of incidents, including those related to contractual, regulatory, or technology/security aspects, is handled by designated members of our senior management team. We consult with outside counsel or experts as appropriate, including on materiality analysis and disclosure matters.

As of the fiscal year ending December 31, 2025, there have been no identified cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Engagement of Third Parties

Recognizing the complexity and evolving nature of cybersecurity threats, we have engaged a third-party consultant to assist with evaluating and testing our risk management approach. This enables us to leverage specialized knowledge and insights in connection with our cybersecurity strategies and processes.

Strategy

To enhance our current cybersecurity posture, we continue to invest in advanced threat detection technologies, provide cybersecurity training based on the latest trends and guidance to the employees, collaborate with industry partners and regulatory bodies to stay informed about emerging threats, reinforce our cybersecurity incident response plan to align with industry-specific regulations and legal obligations, integrate threat intelligence feeds for automatic detection of any misconfigurations, security threats, and foster a collaborative, cross-functional, and accelerated approach to incident response.

Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]

The governance framework is closely integrated via a structured compliance reporting framework operating across various governance levels. This framework also operates across geographic locations, with location specific compliance meetings conducted at a local management level and led by the CISO with assistance from the ISO team. This structured compliance reporting is intended to ensure that the highest levels of management are kept abreast of potential cybersecurity risks facing the Company, with the escalation of significant cybersecurity matters to the Audit Committee and ultimately to the Board of Directors, as appropriate.

Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]

Our Board of Directors is aware of the critical nature of managing the risks associated with cybersecurity threats. The Board of Directors has established oversight mechanisms to ensure effective governance in managing these risks.

Board of Director Oversight

Our Audit Committee has primary responsibility for overseeing risk management, including with respect to cybersecurity. The Audit Committee monitors management’s compliance, and reports to the Board of Directors. The CISO, who is responsible for developing our cybersecurity strategy and managing our cybersecurity risks, reports directly to the Audit Committee on these matters.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Audit Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Audit Committee has primary responsibility for overseeing risk management, including with respect to cybersecurity. The Audit Committee monitors management’s compliance, and reports to the Board of Directors.
Cybersecurity Risk Role of Management [Text Block]

Management’s Role

Our cybersecurity governance framework incorporates policies, procedures, regular meetings, and controls to manage and mitigate cybersecurity risks. Aligned with industry standards and regulatory requirements, the framework is overseen and regularly evaluated by our leadership team responsible for implementation. Regular risk assessments are conducted to identify and assess potential cybersecurity risks, informing the development of proactive risk mitigation strategies within the governance framework.

The governance framework is closely integrated via a structured compliance reporting framework operating across various governance levels. This framework also operates across geographic locations, with location specific compliance meetings conducted at a local management level and led by the CISO with assistance from the ISO team. This structured compliance reporting is intended to ensure that the highest levels of management are kept abreast of potential cybersecurity risks facing the Company, with the escalation of significant cybersecurity matters to the Audit Committee and ultimately to the Board of Directors, as appropriate.

Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] Chief Information Security Officer (CISO)
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our CISO has more than 28 years of experience in Information Security and holds a master’s degree in Information Technology. His in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] We have a designated Chief Information Security Officer (CISO) who has primary responsibility for managing our cybersecurity risks. Our CISO has more than 28 years of experience in Information Security and holds a master’s degree in Information Technology. His in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies. Our CISO is assisted by a team of Information Security Officers (ISOs) and a third-party consultant who has expertise in cybersecurity, information security risk management, and information systems audit and holds various certifications including CISA, CISM, HITRUST Certified Common Security Framework Practitioner, QSA, and CSP.The CISO, who is responsible for developing our cybersecurity strategy and managing our cybersecurity risks, reports directly to the Audit Committee on these matters.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.4
Description of Business and Summary of Significant Accounting Estimates and Policies (Policies)
12 Months Ended
Dec. 31, 2025
Description of Business and Summary of Significant Accounting Estimates and Policies  
Description of Business

Description of Business - Innodata Inc. (Nasdaq: INOD) (together with its subsidiaries, the “Company”, “Innodata”, “we”, “us” or “our”) is a global data engineering and AI systems services company that supports the development, training, post-training, evaluation, and deployment of advanced artificial intelligence systems. The Company partners with leading technology companies, frontier AI laboratories, and enterprises to help enable AI systems that perform reliably, align with intended objectives, and operate safely in real-world environments.

The Company’s mission is to enable the responsible advancement of artificial intelligence by providing the data, evaluation frameworks, and human expertise required to build AI systems that can be trusted at scale. The Company believes that AI will increasingly function as a foundational layer of the digital economy - embedded across consumer products, enterprise workflows, and mission-critical systems. As AI systems grow more capable and autonomous, the Company believes the quality of training data, the effectiveness of post-training alignment, and the rigor of ongoing evaluation will be decisive factors in determining whether AI systems are adopted, regulated, and scaled responsibly.

Innodata was founded more than 35 years ago on the principle that high-quality, well-structured data is essential to leading information-retrieval systems. In 2016-2017, the Company began building proprietary AI language models based on then-emerging research and frameworks and integrating them into its data production workflows. Through this work, the Company developed and refined techniques for generating, curating, and validating human-created data used to train probabilistic, learning-based AI systems, and recognized that data quality and structure were critical determinants of model performance. This insight led the Company to invest in the development of an integrated set of AI lifecycle data solutions, addressing a growing market need for specialized data engineering, evaluation, and refinement capabilities across the full lifecycle of AI systems.

Today leading AI innovation labs and Big Tech companies (including five of the so-called “Magnificent Seven”) building frontier generative AI models and leading enterprises engage the Company to provide (i) training and post-training data development; (ii) alignment and preference optimization; (iii) capabilities, alignment, and safety evaluation; and (iv) AI enablement and operationalization, including support for agentic and tool-using systems.

The Company believes it is differentiated by: (i) its ability to operate across the AI lifecycle in alignment with AI developers’ internal development and deployment pipelines; (ii) its scale of specialized human expertise; (iii) purpose-built platforms and processes that combine automation with rigorous human oversight; (iv) a research-driven approach to measurement, safety, and operational reliability, which is particularly relevant for frontier model developers and enterprises deploying AI in high-stakes environments; and (v) its dual role supporting leading technology companies building advanced AI systems and enterprises deploying those systems in production, which it believes creates a reinforcing feedback loop that strengthens its capabilities across both contexts and differentiates the Company from competitors focused on only one side of the market.

AI Training and Post-Training Data

Modern AI systems are trained using large volumes of data rather than explicit, rule-based programming. Foundation models - such as large language models (“LLMs”) and multimodal models - learn statistical representations of language, images, code, and other modalities from vast training corpora.

As model architectures have matured, leading developers have increasingly emphasized the importance of training data quality, data provenance, supervised fine-tuning, and post-training alignment techniques. The Company believes that as model scale increases, marginal improvements in data quality and post-training signals can have an outsized impact on performance, reliability, and usability - often exceeding the impact of further parameter scaling alone.

Organizations developing AI systems therefore require partners that can design, execute, and continuously refine data pipelines capable of supporting large-scale training and post-training cycles while maintaining quality, consistency, and auditability. The Company believes it is well positioned to meet these requirements.

Model Evaluation (“Evals”), Alignment, and Safety

The Company believes that evaluation of model capabilities and safety (“evals”) are emerging as foundational layers of the AI technology stack, analogous to testing, security, and reliability engineering in traditional software systems. Unlike deterministic software, generative AI systems are probabilistic and context dependent. Their behavior may vary across prompts, tasks, and deployment environments, and may change over time as models are updated or integrated with tools and new data sources.

As a result, organizations increasingly require continuous evals to understand, measure, and manage model behavior throughout development and deployment. These evals typically include: (i) capabilities evals that assess reasoning, knowledge, and task competence; (ii) alignment and safety evals that measure harmful behavior, misuse risk, and adherence to constraints; and (iii) regression evals designed to detect drift or degradation across model versions. The Company believes this represents a durable and expanding market opportunity distinct from, but complementary to, data preparation and model training.

From Output Scoring to Behavioral and Agentic Evals

Early AI evaluation focused primarily on output correctness. In contrast, today’s frontier systems - particularly agentic and tool-using systems - require behavioral and agentic evals that assess how models plan, reason, and act over time. These evals may examine reasoning coherence, tool selection and invocation, multi-step task execution, adherence to system instructions, and robustness under adversarial or ambiguous inputs.

This shift toward agentic evaluation materially increases the importance of structured human judgment, domain expertise, and scalable evaluation operations. The Company believes that the ability to measure not only what a model outputs, but how it arrives at those outputs, is increasingly central to deployment readiness and long-term safety.

Human-in-the-Loop Evals and Evidence for Trust

As AI systems are deployed into regulated or high-stakes environments, customers increasingly require evidence that systems have been evaluated, documented, and monitored. This has driven demand for human-in-the-loop eval frameworks that combine expert judgment with automation to produce results that are interpretable, repeatable, and auditable.

The Company’s evaluation programs emphasize rubricized scoring for consistency, subject-matter experts for high-risk domains, hybrid human-plus-automated evaluation pipelines, and longitudinal measurement to track regressions and improvements over time. The Company believes these capabilities position it to support emerging governance and regulatory expectations related to transparency, accountability, and risk management in AI systems.

Red Teaming, Adversarial Evals, and Safety Research

AI safety has expanded to include misuse, exploitability, and unintended system behaviors - particularly as models are connected to retrieval systems, code execution environments, autonomous agents, and enterprise tools. Innodata conducts structured red teaming and adversarial evaluations to surface failure modes that are not observable through standard benchmarks. These efforts include probing prompt-injection and jailbreak vulnerabilities, testing misuse scenarios involving retrieval-augmented generation, agent workflows, and tool use, identifying degradation under distribution shift, and supporting mitigation through targeted post-training datasets. In parallel, The Company has expanded its cybersecurity capabilities as applied to LLMs and AI agents, including threat modeling for agent-based systems, assessment of data exfiltration and privilege-escalation risks, evaluation of secure tool invocation and sandboxing controls, and testing of monitoring and guardrail mechanisms designed to reduce exposure to adversarial attacks and enterprise security breaches.

The Company believes red teaming and adversarial evals are increasingly viewed as prerequisites for deployment rather than optional safeguards.

High-Risk Domains and Societal Safety

As frontier AI capabilities advance, developers and governments have raised concerns about misuse in high-impact domains, including non-proliferation, chemical and biological risk, and large-scale misinformation. The Company supports mitigation efforts through domain-specific safety evals, targeted mitigation datasets, collaboration with academic and government-adjacent experts, and evaluation frameworks designed to preserve performance on legitimate use cases while reducing the risk of harmful behaviors or misuse.

AI Model Deployment and Integration

The Company believes that over the next decade, AI will be embedded across nearly all industries. Innodata supports customers in operationalizing AI systems, including model customization, workflow integration, context engineering, and continuous quality assurance. The Company’s platforms and services are designed to accommodate rapid innovation in model architectures and techniques, enabling customers to adopt new approaches without re-architecting their AI operations.

AI-Enabled Industry Platforms

The Company’s AI-enabled industry platforms address specific market requirements where it believes it can deliver differentiated value through domain expertise, proprietary data models, and applied AI.

The Synodex® platform transforms medical records into structured digital data for insurance and healthcare workflows. The Agility PR SolutionsTM platform provides media intelligence and public relations workflow software enhanced with AI-driven monitoring, analytics, and content capabilities. The Company continues to invest in these platforms to incorporate advances in AI while emphasizing reliability, transparency, and user trust.

The Company’s operations are presently classified and reported in three reporting segments: Digital Data Solutions (DDS), Synodex and Agility.

Principles of Consolidation

Principles of Consolidation - The consolidated financial statements include the accounts of Innodata Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

Use of Estimates - In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates and assumptions used in the preparation of the consolidated financial statements are reasonable. Actual results could differ from those estimates. Significant estimates include those related to the allowance for credit losses and billing adjustments, useful life of long-lived assets, useful life of intangible assets, impairment of goodwill and intangible assets, valuation of deferred tax assets, valuation of stock-based compensation, pension benefit plan assumptions, litigation accruals and estimated accruals for various tax exposures.

Revenue Recognition

Revenue Recognition - The Company’s revenue is recognized when services are rendered or goods are delivered to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services or goods as per the agreement with the customer. In cases where there are agreements with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. For agreements with distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation, if any, and then evaluates how the services are performed for the customer to determine the timing of revenue recognition.

For the Digital Data Solutions (DDS) segment, revenue is recognized primarily based on the quantity delivered or resources utilized in the period in which services are performed and performance conditions are satisfied as per the agreement. Revenue from agreements billed on a time-and-materials basis is recognized as services are performed. Revenue from fixed-fee agreements, which is not significant to overall revenues, is recognized based on the proportional performance method of accounting, as services are performed, or milestones are achieved.

For the Synodex segment, revenue is recognized primarily based on the quantity delivered in the period in which services are performed and performance conditions are satisfied as per the agreement. Revenue from such services is recognized monthly when all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; access to the service is provided to the end user; and collection is probable.

The Agility segment derives its revenue primarily from subscription arrangements and provision of enriched media analysis services. It also derives revenue as a reseller of corporate communication solutions. Revenue from subscriptions is recognized monthly when access to the service is provided to the end user; all parties to the agreement have agreed to the agreement; each party’s rights are identifiable; the payment terms are identifiable; the agreement has commercial substance; and collection is probable. Revenue from enriched media analysis services is recognized when the services are performed, and performance conditions are satisfied. Revenue from the reseller agreements is recognized at the gross amount received for the goods in accordance with the Company functioning as a principal due to the Company meeting the following criteria: the Company acts as the primary obligor in the sales transaction; assumes the credit risk; sets the price; can select suppliers; and is involved in the execution of the services, including after sales service.

Revenue associated with the services provided in one period and billed in a subsequent period is commonly referred to as unbilled revenues and is included under Accounts receivable.

The Company considers U.S. GAAP criteria for determining whether to report gross revenue as a principal versus net revenue as an agent. The Company evaluates whether it is in control of the services before the same are transferred to the customer to assess whether it is principal or agent in the arrangement.

Contract acquisition costs, which are included in prepaid expenses and other current assets, are amortized over the term of a subscription agreement or contract that normally has a duration of 12 months or less. The Company reviews these prepaid acquisition costs on a periodic basis to determine the need to adjust the carrying values for early terminated contracts. Included in prepaid expenses and other current assets on the accompanying consolidated balance sheets are contract acquisition costs amounting to $0.8 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively. These acquisition costs relate to our Agility segment and are amortized over the term of the subscription agreement.

Foreign Currency Translation

Foreign Currency Translation - The functional currency of the Company’s subsidiaries in the Philippines, India, Sri Lanka, Israel, Hong Kong, the United Kingdom and Canada (other than the Agility subsidiaries) is the U.S. dollar. Transactions denominated in Philippine pesos, Indian and Sri Lankan rupees, Israeli shekels, United Kingdom Pound Sterling and Canadian dollars are translated to U.S. dollars at rates which approximate those in effect on the transaction dates. Monetary assets and all liabilities denominated in foreign currencies on December 31, 2025 and December 31, 2024 are translated at the exchange rate in effect as of those dates. Non-monetary assets and stockholders’ equity are translated at the appropriate historical rates. Included in direct operating costs were foreign exchange gains resulting from such translations of approximately $0.1 million and $0.2 million for the years ended December 31, 2025 and 2024, respectively.

The functional currency for the Company’s subsidiary in Germany is the Euro. The functional currencies for the Company’s Agility subsidiaries in the United Kingdom and Canada are the Pound Sterling and the Canadian dollar, respectively. The financial statements of these subsidiaries are prepared in their respective currencies. Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses, and cash flows are translated at weighted-average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income or loss in stockholders’ equity. Foreign exchange transaction gains or losses are included in direct operating costs in the accompanying consolidated statements of operations and comprehensive income.

Derivative Instruments

Derivative Instruments - The Company accounts for derivative transactions in accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic 825, “Financial Instruments”. For derivative instruments that are designated and qualify as cash flow hedges, the entire change in fair value of the hedging instrument is recorded in Other comprehensive income (loss). When the amounts recorded in Other comprehensive income (loss) are reclassified to earnings, they are included as part of Direct operating costs. For derivative instruments that are not designated as hedges, any change in fair value is recorded directly in earnings as part of Direct operating costs. The total notional value of designated outstanding foreign currency forward contracts was $19.7 million and $22.5 million as of December 31, 2025 and 2024, respectively.

Cash Equivalents

Cash Equivalents - For financial statement purposes, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include investments in U.S. Treasury money market mutual funds that are highly liquid, readily convertible to cash, and not subject to significant risk of change in value. These funds are redeemable on demand and are used by the Company for short-term liquidity and cash management needs.

Concentration of Credit Risk

Concentration of Credit Risk - The Company maintains its cash with highly rated financial institutions, located in the United States and in foreign locations where the Company has its operations. At December 31, 2025, the Company had cash and cash equivalents of $82.2 million, of which $28.2 million was held by its foreign subsidiaries and $54.0 million was held in the United States. To the extent that such cash exceeds the maximum insurance levels, the Company is uninsured. The Company has not experienced any losses in such accounts.

Accounts Receivable

Accounts Receivable - Accounts receivable is generally recorded at the invoiced amounts, net of an allowance for expected credit losses, allowance for billing adjustments and volume discounts. The Company records billing adjustments relating to quality issues on delivered services, service penalties and price adjustments.

The Company establishes credit terms for new customers based upon management’s review of their credit information and project terms, and performs ongoing credit evaluations of its customers, adjusting credit terms when management believes appropriate based upon payment history and an assessment of the customer’s current creditworthiness.

The Company records an allowance for credit losses for estimated losses resulting from the failure of its customers to make the required payments. The allowance for credit losses is based on a review of specifically identified accounts and an overall aging analysis applied to accounts pooled based on similar risk characteristics. Judgments are made with respect to the collectability of accounts receivable within each pool based on historical experience, current payment practices, and current economic trends based on our expectations over the expected life of the receivables, generally ninety days or less. Actual credit losses could differ from those estimates.

Property and Equipment

Property and Equipment - Property and equipment are stated at cost and are depreciated on the straight-line method over the estimated useful lives of the related assets, which is generally two to ten years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the terms of the leases.

Capitalized Developed Software

Capitalized Developed Software - The Company incurs development costs related to software it develops for its internal use. Qualifying costs incurred during the application development stage are capitalized. These costs primarily consist of internal labor and third-party development costs and are amortized using the straight-line method over the estimated useful life of the capitalized developed software, which generally ranges from three to ten years. All other research and maintenance costs are expensed as incurred. Capitalized developed software in progress was $4.2 million and $3.6 million as of December 31, 2025 and 2024, respectively. The cumulative completed capitalized developed software was $23.1 million and $19.8 million as of December 31, 2025 and 2024, respectively.

Long-lived Assets

Long-lived Assets - Management assesses the recoverability of its long-lived assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The following factors, if present, may trigger an impairment review: (i) significant underperformance relative to expected historical or projected future operating results; (ii) significant negative industry or economic trends; (iii) significant decline in the Company’s stock price for a sustained period; and (iv) a change in the Company’s market capitalization relative to net book value. If the recoverability of these assets is unlikely because of the existence of one or more of the above-mentioned factors, an impairment analysis is performed, using undiscounted cash flow projections. Management makes assumptions regarding estimated future cash flows and other factors to determine the fair value of these respective assets. An impairment loss will be recognized only if the carrying value of a long-lived asset is not recoverable and exceeds its fair value and is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets - The Company performs a valuation of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets and liabilities. Acquired intangible assets principally consist of technology, customer relationships, backlog and trademarks, having useful lives which range from ten to twelve years. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on projected financial information of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the majority of the economic benefits are expected to be consumed. Intangible assets are amortized into direct operating costs ratably over their expected related revenue streams over their useful lives.

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company does not amortize goodwill but evaluates it for impairment at the reporting unit level annually during the third quarter of each fiscal year (as of September 30 of that year) or when an event occurs, or circumstances change, that indicates the carrying value may not be recoverable.

The Company performed its annual goodwill assessment for the Agility segment as of September 30, 2025 for impairment. The impairment test involves estimating the fair value based on a combination of income (estimates of future discounted cash flows) and the market approach (market multiples for similar companies) using unobservable inputs (Level 3). The Company concluded that there is no impairment of goodwill for the Agility segment.

Income Taxes

Income Taxes - Estimated deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates, as well as any net operating loss or tax credit carry forwards expected to reduce taxes payable in future years. A valuation allowance is provided when it is more likely than not that all or some portion of the estimated deferred tax assets will not be realized. While the Company considers future taxable income in assessing the need for the valuation allowance, in the event that the Company anticipates that it will be able to realize the estimated deferred tax assets in the future in excess of its net recorded amount, an adjustment to the provision for deferred tax assets would increase income in the period such determination was made. Similarly, in the event that the Company anticipates that it will not be able to realize the estimated deferred tax assets in the future considering future taxable income, an adjustment to the provision for deferred tax assets would decrease income in the period such determination was made. Changes in the valuation allowance from period to period are included in the Company’s tax provision in the period of change. The Company indefinitely reinvests the foreign earnings in its foreign subsidiaries. If such earnings are repatriated in the future, or are no longer deemed to be indefinitely reinvested, the Company would have to accrue as a liability the applicable amount of foreign jurisdiction withholding taxes associated with such remittances.

In assessing the realization of deferred tax assets, management considered whether it is more likely than not that all or some portion of the deferred tax assets of subsidiaries in Canada and Germany will be realizable or not.

During the year ended December 31, 2025, the Company performed an assessment for one of its Canadian subsidiaries and its German subsidiary. The assessment yielded positive evidence enabling the release of the valuation allowances of the deferred tax assets of these subsidiaries under “ASC Topic 740-30-22 – Accounting for Income Taxes”.

As the expectation of future taxable income of the second Canadian subsidiary cannot be predicted with reasonable accuracy, the Company continues to maintain a valuation allowance against the deferred tax assets of this subsidiary.

The Company accounts for income taxes regarding uncertain tax positions and recognizes interest and penalties related to uncertain tax positions in income tax expense in the consolidated statements of operations and comprehensive income.

Accounting for Leases

Accounting for Leases - Accounting Standards for Codifications (ASC 842 “Accounting for Leases”) requires lessees to recognize most leases on their balance sheets as liabilities, with corresponding “right-of-use” assets. The Company recognizes a right-of-use asset and corresponding lease liability for all its operating leases. See Note 8, Operating Leases.

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets, or the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies:

a.there is a change in contractual terms, other than a renewal or extension of the arrangement;
b.a renewal option is exercised, or extension granted, unless the term of the renewal or extension was initially included in the lease term;
c.there is a change in the determination of whether fulfillment is dependent on a specified asset; or
d.there is a substantial change to the asset.

Whenever a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for scenarios (a), (c) or (d) and at the date of renewal or extension period for scenario (b).

Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. As of December 31, 2025, all of the Company’s leases are classified under operating leases. Operating lease payments are recognized as an operating expense on a straight-line basis over the lease term.

Accounting for Stock-Based Compensation

Accounting for Stock-Based Compensation - The Company measures and recognizes stock-based compensation expense for all share-based payment awards made to employees and directors based on the estimated fair value at the grant date. The stock-based compensation expense is recognized on a straight-line basis over the requisite service period. The fair value of stock option grants is determined using the Black-Scholes option-pricing model and the fair value of time vested restricted stock units is determined based on the closing price at the grant date. The fair value of performance based restricted stock units is determined using the Binomial option pricing model.

The stock-based compensation expense related to the Company’s stock plans were allocated as follows (in thousands):

Year Ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Direct operating costs

$

1,741

$

281

Selling and administrative expenses

 

9,403

 

3,717

Total stock-based compensation

$

11,144

$

3,998

Fair Value of Financial Instruments

Fair Value of Financial Instruments - The carrying amounts of financial instruments approximated their fair value as of December 31, 2025 and 2024, because of the relatively short maturity of these instruments. See Note 15, Derivatives.

Fair value measurements and disclosures define fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The accounting standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value into three levels. The three levels are defined as follows:

Level 1: Unadjusted quoted price in active market for identical assets and liabilities.
Level 2: Inputs other than those included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The Company’s forward contracts are at level 2 in the fair value hierarchy.

Income per Share

Income per Share - Income per share is computed using the weighted-average number of common shares outstanding during the year. Diluted income per share is computed by considering the impact of the potential issuance of common shares, using the treasury stock method, on the weighted average number of shares outstanding. For those securities that are not convertible into a class of common stock, the “two class” method of computing income per share is used.

Pension

Pension - The Company records annual pension costs based on calculations, which include various actuarial assumptions including discount rates, compensation increases and other assumptions involving demographic factors. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. The Company believes that the assumptions used in recording its pension obligations are reasonable based on its experience, market conditions and inputs from its actuaries.

Deferred Revenue

Deferred Revenue - Deferred revenue represents payments received from customers in advance of providing services and amounts deferred if conditions for revenue recognition have not been met. The Company expects to recognize substantially all of these performance obligations over the next 12 months. The table below summarizes the deferred revenue balances as of December 31, 2025 and December 31, 2024 (in thousands):

  ​ ​ ​

December 31,

2025

2024

Deferred revenues

$

7,493

$

8,010

The table below provides information about contract liabilities (deferred revenue) and the significant changes in the balance for the years ended December 31, 2025 and 2024, respectively (in thousands):

  ​ ​ ​

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Balance at the beginning of year

$

8,010

$

3,523

Net deferred revenue in the period

30,157

34,466

Revenue recognized

(30,548)

(29,776)

Currency translations and other adjustments

(126)

(203)

Balance at the end of year

 

$

7,493

 

$

8,010

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements - On December 14, 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU’s effective date is for fiscal years beginning after December 15, 2024 with early adoption permitted. The adoption of the ASU No. 2023-09 will enhance quantitative and qualitative disclosures related to rate reconciliation of significant components and income tax paid. The Company has adopted this standard and complied with the required disclosures. See Note 5, Income Taxes.

Recently Issued Accounting Pronouncements Not Yet Adopted - In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), fourth amendment via ASU No. 2025-01: Disaggregation of Income Statement Expenses”. ASU No. 2024-03 does not change or remove existing expense disclosure requirements but requires disaggregated disclosures about certain expense categories and captions, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. ASU No. 2024-03 will be effective for the Company beginning in fiscal year 2027, and for interim financial reporting beginning in the first quarter of fiscal year 2028. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on the Company’s disclosures within the consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU No. 2025-05 provides entities with a practical expedient related to developing reasonable and supportable forecasts as part of estimating expected credit losses, in which entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU No. 2025-05 will be effective for the Company beginning in fiscal year 2027. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on the Company’s disclosures within the consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU No. 2025-06 modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. ASU No. 2025-06, which can be applied prospectively, retrospectively, or with a modified transition approach, is effective for the Company for annual reporting as well as interim period reporting beginning in fiscal year 2029. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on the Company’s disclosures within the consolidated financial statements.

v3.25.4
Description of Business and Summary of Significant Accounting Estimates and Policies (Tables)
12 Months Ended
Dec. 31, 2025
Description of Business and Summary of Significant Accounting Estimates and Policies  
Schedule of stock-based compensation expense

The stock-based compensation expense related to the Company’s stock plans were allocated as follows (in thousands):

Year Ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Direct operating costs

$

1,741

$

281

Selling and administrative expenses

 

9,403

 

3,717

Total stock-based compensation

$

11,144

$

3,998

Schedule of deferred revenue The table below summarizes the deferred revenue balances as of December 31, 2025 and December 31, 2024 (in thousands):

  ​ ​ ​

December 31,

2025

2024

Deferred revenues

$

7,493

$

8,010

Schedule of information about contract liabilities (deferred revenue)

The table below provides information about contract liabilities (deferred revenue) and the significant changes in the balance for the years ended December 31, 2025 and 2024, respectively (in thousands):

  ​ ​ ​

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Balance at the beginning of year

$

8,010

$

3,523

Net deferred revenue in the period

30,157

34,466

Revenue recognized

(30,548)

(29,776)

Currency translations and other adjustments

(126)

(203)

Balance at the end of year

 

$

7,493

 

$

8,010

v3.25.4
Accounts Receivable (Tables)
12 Months Ended
Dec. 31, 2025
Accounts Receivable  
Schedule of accounts receivable

Accounts receivable consists of the following (in thousands):

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Gross Accounts receivable

$

48,606

$

29,772

Allowance for credit losses

(1,181)

(1,256)

Allowance for billing adjustments

(915)

(503)

Accounts receivable, net

 

$

46,510

 

$

28,013

Schedule of activity in allowance for credit losses

Activity in the allowance for the credit losses for the years ended December 31, 2025 and 2024 were as follows (in thousands):

  ​ ​ ​

For the Year Ended December 31

  ​ ​ ​

2025

  ​ ​ ​

2024

Balance at beginning of year

  ​ ​ ​

$

1,256

  ​ ​ ​

$

992

Additions charged to expense

108

527

Write-offs against allowance

(189)

(256)

Foreign currency translation adjustment

 

6

 

(7)

Balance at end of year

$

1,181

$

1,256

v3.25.4
Property and equipment (Tables)
12 Months Ended
Dec. 31, 2025
Property and equipment  
Schedule of property and equipment, which include amounts recorded under capital leases

Property and equipment are stated at cost, less accumulated depreciation and amortization, and consist of the following (in thousands):

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Equipment

$

16,232

$

12,135

Computer software

 

4,961

 

4,480

Furniture and equipment

 

1,396

 

951

Leasehold improvements

 

2,855

 

2,554

Capital work-in-progress

484

547

Total

 

25,928

 

20,667

Less: accumulated depreciation and amortization

 

(17,962)

 

(16,566)

$

7,966

$

4,101

v3.25.4
Goodwill and Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2025
Goodwill and Intangible Assets  
Schedule of changes in carrying amount of goodwill

The changes in the carrying amount of goodwill for the year ended December 31, 2025 were as follows (in thousands):

Amount

Balance - January 1, 2025

  ​ ​ ​

$

1,998

Foreign currency translation adjustment

 

81

Balance - December 31, 2025

$

2,079

Schedule of Company's acquired intangible assets and capitalized developed software

Information regarding the Company acquired intangible assets and capitalized developed software was as follows (in thousands):

December 31, 2025

  ​ ​ ​

  ​ ​ ​

Foreign Currency

  ​ ​ ​

Gross 

Accumulated

 Translation

Net

  ​ ​ ​

Carrying Value

  ​ ​ ​

Amortization

  ​ ​ ​

 Adjustment

  ​ ​ ​

Carrying Value

Acquired Intangible Assets

  ​

  ​

  ​

  ​

Developed technology

$

2,881

$

(2,834)

$

3

$

50

Customer relationships

 

1,965

 

(1,874)

 

9

 

100

Trademarks and tradenames

 

840

 

(835)

 

1

 

6

Patents

 

40

 

(40)

 

-

 

-

Media Contact Database

 

3,528

 

(3,359)

 

15

 

184

Total Acquired Intangible Assets

$

9,254

$

(8,942)

$

28

$

340

Capitalized Developed Software

 

 

 

 

Capitalized Developed Software

$

23,137

$

(13,933)

$

254

$

9,458

Capitalized Developed Software - in Progress

 

4,180

 

-

 

5

 

4,185

Total Capitalized Developed Software

$

27,317

$

(13,933)

$

259

$

13,643

Total

$

36,571

$

(22,875)

$

287

$

13,983

December 31, 2024

Foreign Currency

Gross 

Accumulated

 Translation

Net

  ​ ​ ​

Carrying Value

  ​ ​ ​

Amortization

  ​ ​ ​

 Adjustment

  ​ ​ ​

Carrying Value

Acquired Intangible Assets

  ​

  ​

  ​

  ​

Developed technology

$

3,060

$

(2,911)

$

(3)

$

146

Customer relationships

 

2,144

 

(1,856)

 

(29)

 

259

Trademarks and tradenames

 

862

 

(826)

 

-

 

36

Patents

 

44

 

(44)

 

-

 

-

Media Contact Database

 

3,546

 

(3,016)

 

(1)

 

529

Total Acquired Intangible Assets

$

9,656

$

(8,653)

$

(33)

$

970

Capitalized Developed Software

 

  ​

 

  ​

 

  ​

 

  ​

Capitalized Developed Software

$

19,811

$

(10,507)

$

(463)

$

8,841

Capitalized Developed Software - in Progress

 

3,552

 

-

 

(10)

 

3,542

Total Capitalized Developed Software

$

23,363

$

(10,507)

$

(473)

$

12,383

Total

$

33,019

$

(19,160)

$

(506)

$

13,353

Schedule of estimated amortization expense for intangible assets

Estimated annual amortization expense for intangible assets subsequent to December 31, 2025 is as follows (in thousands):

Year

  ​ ​ ​

Amortization

2026

$

5,821

2027

 

4,323

2028

2,994

2029

 

516

2030

 

327

Thereafter

 

2

$

13,983

v3.25.4
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2025
Income Taxes  
Schedule of United States and foreign components of income before provision for income taxes

United States and foreign components of income before provision for income taxes for each of the years ended December 31, were as follows (in thousands):

  ​ ​ ​

Year Ended December 31

2025

2024

United States

$

33,506

$

21,692

Foreign

 

7,919

 

2,793

Totals

$

41,425

$

24,485

Schedule of components of provision for income taxes

The significant components of the provision for income taxes for the years ended December 31, 2025 and 2024 were as follows (in thousands):

Year Ended December 31

  ​ ​ ​

2025

  ​ ​ ​

2024

Current income tax provision:

 

  ​

 

  ​

Foreign

$

2,235

$

525

Federal

 

2,932

 

126

State and local

 

(24)

 

768

 

5,143

 

1,419

Deferred income tax provision:

 

  ​

 

  ​

Foreign

 

(229)

 

(294)

Federal

 

3,459

 

(4,059)

State and local

 

871

 

(1,256)

 

4,101

 

(5,609)

Provision for income taxes

$

9,244

$

(4,190)

Schedule of reconciliation of U.S. statutory rate with Company's effective tax rate The following table reconciles the U.S. federal statutory income tax rate of 21% to the Company’s effective income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU No. 2023-09 (In thousands, except percentages):

  ​ ​ ​

Year Ended December 31

 

2025

 

Amount

Percentage

Income before provision for income taxes

$

41,425

 

-

 

U.S. Federal Statutory Tax Rate at 21%  

 

8,699

 

21.0

%

State and Local Income Taxes, Net of Federal Income Tax Effect

 

  ​

 

  ​

 

Other State Tax Expense *

 

1,200

 

2.9

 

State True up

 

(499)

 

(1.2)

 

Foreign Tax Effects

 

  ​

 

  ​

 

India

 

1,048

 

2.5

 

Other

 

(876)

 

(2.1)

 

Effects of Changes in Tax Laws or Rates Enacted in the Current Period

 

  ​

 

  ​

 

Effect of Cross-border Tax Laws

 

225

 

0.5

 

Non-taxable or Non-deductible Items

 

  ​

 

  ​

 

Stock Compensation

 

(7,454)

 

(18.0)

 

Sec. 162(m)

 

6,870

 

16.6

 

Withholding Tax

 

(624)

 

(1.5)

 

Deemed Interest

 

839

 

2.0

 

Other

 

20

 

0.0

 

Changes in Unrecognized Tax Benefits

 

(225)

 

(0.5)

 

Other Adjustments

 

21

 

0.1

 

Income tax expense

$

9,244

 

22.3

%

Effective income tax rate

 

22.3

%  

  ​

* State taxes in California, Florida, Minnesota, New York, Pensylvania and Texas comprise the majority (greater than 50%) of the tax effect in this category.

Year Ended
December 31

  ​ ​ ​

2024

 

Federal income tax expense at statutory rate

 

21.0

%

Effect of:

 

Section 162 (m)

 

57.6

Global Intangible Low-Taxed Income (GILTI)

3.1

Tax effects of foreign operations

 

1.5

Return to provision true up

 

0.8

Foreign operations permanent differences - foreign exchange gains and losses

 

0.6

Withholding tax

0.5

Deemed interest

 

(0.6)

Foreign rate differential

 

(0.9)

State income tax net of federal benefit

 

(1.8)

Increase (decrease) in unrecognized tax benefits (ASC 740)

(3.8)

Change in valuation allowance

 

(30.7)

Effect of stock-based compensation

(64.8)

Other

0.4

Effective tax rate

 

(17.1)

%

Schedule of deferred tax assets and liabilities

Deferred tax assets and liabilities are classified as non-current. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows (in thousands):

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024*

Deferred income tax assets:

 

  ​

 

  ​

Net operating loss carryforwards

$

4,970

$

8,760

Expenses not deductible until paid

3,208

1,829

Equity compensation not currently deductible

497

886

Allowances not currently deductible

472

459

Depreciation and amortization

 

155

 

211

Amortization of Intangibles

 

121

 

312

Other

 

742

 

756

Total gross deferred income tax assets before valuation allowance

 

10,165

 

13,213

Valuation allowance

 

(4,833)

 

(4,969)

Total Deferred income tax assets, net

5,332

8,244

Deferred income tax liabilities:

 

  ​

 

  ​

Depreciation and amortization

 

(471)

 

(209)

Amortization of Intangibles

(980)

-

Other

 

(598)

 

(575)

Total Deferred income tax liabilities

 

(2,049)

 

(784)

Net deferred income tax assets

$

3,283

$

7,460

Schedule of Income taxes refund received

Income taxes paid (net of refunds received) consisted of the following (in thousands):

  ​ ​ ​

Year Ended 

December 31

2025

Tax payments (net of refunds received)

  ​

Federal

 

4,394

State

 

  ​

California

 

(726)

Others

 

680

Foreign

 

  ​

India

 

940

Philippines

 

537

Others

 

173

$

5,998

Schedule of roll forward of the Company's unrecognized tax benefits and associated interest

The following table represents a roll forward of the Company’s unrecognized tax benefits and associated interest for the years ended (in thousands):

Unrecognized Tax

Benefits

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Balance at beginning of the year

$

999

$

1,942

Increase for current year tax positions

 

367

 

341

Decrease for prior year tax positions

 

(223)

 

(1,309)

Interest accrual

 

59

 

80

Foreign currency remeasurement

 

(40)

 

(55)

Balance at end of the year

$

1,162

$

999

v3.25.4
Long-term obligations (Tables)
12 Months Ended
Dec. 31, 2025
Long-term obligations  
Schedule of total long-term obligations

Total long-term obligations as of December 31, 2025 and 2024 consisted of the following (in thousands):

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Pension obligations - accrued pension liability

$

9,278

$

7,945

Microsoft licenses (1)

6

  ​ ​ ​

442

9,284

 

8,387

Less: Current portion of long-term obligations

 

1,659

 

1,643

Totals

$

7,625

$

6,744

(1)

In March 2023, the Company renewed a vendor agreement to acquire certain additional software licenses, receive technical support and future software upgrades on software licenses through February 2026. Pursuant to this agreement, the Company is contractually liable to pay approximately $0.4 million annually over the term of the agreement.

v3.25.4
Operating Leases (Tables)
12 Months Ended
Dec. 31, 2025
Operating Leases  
Schedule of operating lease expense recognized in financial statements

The table below summarizes the amounts recognized in the financial statements related to operating leases for the years presented (in thousands):

  ​ ​ ​

Year Ended December 31

  ​ ​ ​

2025

  ​ ​ ​

2024

Rent expense for long-term operating leases

$

1,345

$

1,257

Rent expense for short-term leases

 

208

 

178

Total rent expense

$

1,553

$

1,435

Schedule of net present value of operating lease liability

The following table presents the maturity profile of the Company’s operating lease liabilities based on the contractual undiscounted payments with a reconciliation of these amounts to the remaining net present value of the operating lease liability reported in the consolidated balance sheet as of December 31, 2025 (in thousands):

Year

Amount

2026

$

1,567

2027

 

1,566

2028

 

1,165

2029

722

2030

192

2031 and thereafter

 

-

Total lease payments

 

5,212

Less: Interest

 

(782)

Net present value of lease liabilities

$

4,430

Current portion

$

1,202

Long-term portion

 

3,228

Total

$

4,430

Schedule of weighted average remaining lease terms and discount rates

The weighted average remaining lease terms and discount rates for all of our operating leases as of December 31, 2025 were as follows:

Weighted-average lease term remaining

  ​ ​ ​

38 months

Weighted-average discount rate

 

9.14

%

v3.25.4
Pension Benefits (Tables)
12 Months Ended
Dec. 31, 2025
Pension Benefits  
Schedule of status of the non-U.S. pension benefits pertaining to benefit obligations

The following tables set out the status of the non-U.S. pension benefits and the amounts recognized in the Company’s consolidated financial statements and the components of pension costs for the years ended December 31, 2025 and 2024 were as follows (in thousands):

Benefit Obligations:

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Projected benefit obligation at beginning of the year

$

7,945

$

7,128

Current service cost

 

801

 

717

Interest cost

 

517

 

522

Prior service cost

 

216

 

Actuarial loss (gain)

 

189

 

(105)

Foreign currency exchange rates changes

 

(241)

 

(166)

Benefits paid

 

(149)

 

(151)

Projected benefit obligation at end of the year

$

9,278

$

7,945

Schedule of status of the non-U.S. pension benefits pertaining to components of net periodic pension cost

Year Ended December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Current service cost

$

801

$

717

Interest cost

 

517

 

522

Actuarial loss recognized

 

25

 

(2)

Net periodic pension cost

$

1,343

$

1,237

Schedule of accumulated benefit obligation

Amounts recognized in the consolidated balance sheets for the years ended December 31, 2025 and 2024 consisted of the following (in thousands):

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Current accrued benefit cost

$

1,653

 

$

1,229

Non-current accrued benefit cost

 

7,625

 

 

6,716

Total amount recognized

$

9,278

 

$

7,945

Schedule of actuarial assumptions for all non-U.S. plans

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Discount rate

 

6.30%-10.80%

6.09%-12%

Rate of increase in compensation level

 

7%-8%

7%-10%

Schedule of estimated future benefit payments

As of December 31, 2025, the following benefit payments, which reflect expected future service, as appropriate, were expected to be paid (in thousands):

Year

  ​ ​ ​

Amount

2026

$

1,611

2027

 

699

2028

 

246

2029

671

2030

688

2031 to 2035

 

5,336

$

9,251

v3.25.4
Stock Based Compensation (Tables)
12 Months Ended
Dec. 31, 2025
Stock Options and Restricted Stock Units  
Schedule of weighted-average fair value of the options granted, and weighted-average assumptions

For the Year Ended December 31, 

 

2025

2024

 

Weighted average fair value of options granted

  ​ ​ ​

$

-

  ​ ​ ​

$

32.07

Risk-free interest rate

 

-

 

4.40

%

Expected term (years)

 

-

 

6.0

Expected volatility factor

 

-

 

87.69

%

Expected dividends

 

-

 

None

Equity Plans  
Stock Options and Restricted Stock Units  
Schedule of stock option activity

2013 Plan

A summary of option activity under the 2013 Plan and changes during the year ended December 31, 2025 are presented below.

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted-Average

  ​ ​ ​

Weighted -Average

Remaining

Number of

Exercise

Contractual Term

Aggregate

Options

Price

(years)

Intrinsic Value

Outstanding at January 1, 2025

 

3,165,193

$

3.67

 

6.32

$

113,458,326

Granted

 

-

 

-

 

Exercised

 

(525,300)

 

4.83

 

Forfeited/Expired

 

-

 

 

Outstanding at December 31, 2025

 

2,639,893

$

3.45

 

5.25

$

125,407,354

Exercisable at December 31, 2025

 

2,639,893

$

3.45

 

5.25

$

125,407,354

Vested and Expected to vest at December 31, 2025

 

2,639,893

$

3.45

 

5.25

$

125,407,354

2021 Plan

A summary of option activity under the 2021 Plan and changes during the year ended December 31, 2025 are presented below.

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted-Average

  ​ ​ ​

Weighted - Average

Remaining

Number of

Exercise

Contractual Term

Aggregate

Options

Price

(years)

Intrinsic Value

Outstanding at January 1, 2025

 

842,771

$

15.86

 

8.46

$

20,847,471

Granted

 

-

 

-

 

Exercised

 

(230,252)

 

3.46

 

Forfeited/Expired

 

(43,835)

 

3.40

 

Outstanding at December 31, 2025

 

568,684

$

21.83

 

7.79

$

16,557,907

Exercisable at December 31, 2025

 

389,682

$

12.30

 

7.25

$

15,058,361

Vested and Expected to vest at December 31, 2025

 

568,684

$

21.83

 

7.79

$

16,557,907

Restricted Stock Units  
Stock Options and Restricted Stock Units  
Summary of restricted stock under the company's plan

  ​ ​ ​

Number of

  ​ ​ ​

Weighted-

  ​ ​ ​

  ​ ​ ​

Weighted-

Performance

Average

Number of

Average

Restricted Stock

Grant Date

Restricted Stock

Grant Date

Units

Fair Value

Units

Fair Value

Unvested at January 1, 2025

700,000

$

5.59

549,079

$

40.61

Granted

 

470,172

50.95

373,958

51.41

Vested

 

(184,200)

 

4.99

(186,551)

38.49

Forfeited/Expired

 

(515,800)

 

5.80

(44,185)

37.34

Unvested at December 31, 2025

 

470,172

$

50.95

692,301

$

47.22

v3.25.4
Comprehensive loss (Tables)
12 Months Ended
Dec. 31, 2025
Comprehensive loss  
Schedule of components of accumulated other comprehensive loss and reclassifications from accumulated other comprehensive loss The components of accumulated other comprehensive loss as of December 31, 2025 and 2024, and reclassifications out of accumulated other comprehensive loss for the years then ended, are presented below (in thousands):

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Foreign Currency

  ​ ​ ​

Accumulated Other

Pension Liability

Fair Value of

Translation

Comprehensive

Adjustment

Derivatives

Adjustment

Loss

Balance at January 1, 2025

$

(233)

$

(395)

$

(1,842)

$

(2,470)

Other comprehensive income (loss) before reclassifications, net of taxes

 

(409)

 

(124)

 

613

 

79

Total other comprehensive loss before reclassifications, net of taxes

 

(642)

 

(519)

 

(1,229)

 

(2,391)

Net amount reclassified to earnings

 

25

 

249

 

-

 

275

Balance at December 31, 2025

$

(617)

$

(270)

$

(1,229)

$

(2,116)

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Foreign Currency

  ​ ​ ​

Accumulated Other

Pension Liability

Fair Value of

Translation

Comprehensive

Adjustment

Derivatives

Adjustment

Loss

Balance at January 1, 2024

$

(412)

$

41

$

(1,250)

$

(1,621)

Other comprehensive income (loss) before reclassifications, net of taxes

 

172

 

(494)

 

(592)

 

(914)

Total other comprehensive loss before reclassifications, net of taxes

 

(240)

 

(453)

 

(1,842)

 

(2,535)

Net amount reclassified to earnings

 

7

 

58

 

-

 

65

Balance at December 31, 2024

$

(233)

$

(395)

$

(1,842)

$

(2,470)

v3.25.4
Segment reporting and concentrations (Tables)
12 Months Ended
Dec. 31, 2025
Segment reporting and concentrations  
Schedule of segment assets is reported on the balance sheet

The measure of segment assets is reported on the balance sheet as total consolidated assets shown in the table below (in thousands):

  ​ ​ ​

December 31, 

  ​ ​

2025

  ​

2024*

Total assets:

 

  ​

 

  ​

DDS

$

149,210

$

91,588

Synodex

 

5,260

 

4,790

Agility (1)

 

14,123

 

17,071

Total Consolidated (2)

$

168,593

$

113,449

* Prior period segment assets of the DDS, Synodex and Agility segments have been reclassified to align with the current period presentation, with no impact on the Company’s consolidated results.

(1)Agility assets include goodwill of $2.1 million and $2.0 million as of December 31, 2025 and 2024, respectively

(2)Segment assets consist of cash, receivables, prepaid and other current assets, property and equipment, and intangibles.

Segment information for other significant income statement

The table below shows segment information for other significant income statement items (in thousands):

Year Ended December 31, 2025

  ​ ​ ​

DDS

  ​ ​ ​

Synodex

  ​ ​ ​

Agility

  ​ ​ ​

Total

Revenues

$

220,825

$

7,322

$

23,516

$

251,663

Direct operating costs (1) (3)

 

135,421

 

5,997

 

10,766

 

152,184

Gross profit

85,404

1,325

12,750

99,479

Selling and administrative expenses (2) (4)

 

46,002

 

699

 

12,905

 

59,606

Segment operating income (loss)

39,402

626

(155)

39,873

Interest expense (income), net

(1,553)

-

1

 

(1,552)

Income (loss) before provision for income taxes

$

40,955

$

626

$

(156)

$

41,425

Year Ended December 31, 2024

  ​ ​ ​

DDS

  ​ ​ ​

Synodex

  ​ ​ ​

Agility

  ​ ​ ​

Total

Revenues

 

$

141,098

$

7,864

$

21,499

$

170,461

Direct operating costs (1) (3)

 

88,186

 

5,763

 

9,438

 

103,387

Gross profit

52,912

2,101

12,061

67,074

Selling and administrative expenses (2) (4)

 

31,685

 

194

 

10,859

 

42,738

Segment operating income

21,227

1,907

1,202

24,336

Interest expense (income), net

 

(153)

-

4

 

(149)

Income before provision for income taxes

$

21,380

$

1,907

$

1,198

$

24,485

(1)

Direct operating costs consist of direct and indirect labor costs, occupancy costs, data center hosting fees, cloud services, content acquisition costs, depreciation and amortization, travel, telecommunications, computer services and supplies, realized (gain) loss on forward contracts, foreign currency revaluation (gain) loss, recruitment costs and other direct expenses that are incurred in providing services to our customers.

(2)

Selling and administrative expenses consist of payroll and related costs including commissions, bonuses, and stock-based compensation; marketing, advertising, trade conferences and related expenses; new services research and related software development expenses, software and cloud service subscriptions, professional and consultant fees, provision for credit losses and other administrative overhead expenses.

(3)

Includes non-cash expenses which consist mainly of depreciation, amortization of capitalized software development costs and stock-based compensation expense.

(4)Includes non-cash expenses which consist mainly of stock-based compensation expense.

Schedule of revenue by geographic region

Revenues for each of the two years in the period ended December 31, 2025 and 2024 by geographic region (determined based upon customer domicile), were as follows (in thousands):

  ​ ​ ​

Year Ended December 31, 

2025

2024

United States

$

212,125

$

133,876

Canada

 

11,662

 

8,696

United Kingdom

 

10,468

 

10,006

The Netherlands

 

8,549

 

8,059

Others - European countries principally, Germany and Belgium

 

8,859

 

9,824

Totals

$

251,663

$

170,461

Schedule of long-lived assets by geographic region

Long-lived assets as of December 31, 2025 and 2024 by geographic region were comprised of (in thousands):

  ​ ​ ​

December 31, 

2025

2024

United States

$

12,576

$

10,182

Foreign countries:

 

 

Canada

 

6,325

 

6,265

United Kingdom

 

653

 

806

Philippines

 

5,091

 

3,532

India

 

2,582

 

2,251

Sri Lanka

 

833

 

587

Israel

 

56

 

63

Germany

 

6

 

4

Total foreign

 

15,546

 

13,508

Totals

$

28,122

$

23,690

v3.25.4
Income per Share (Tables)
12 Months Ended
Dec. 31, 2025
Income per Share  
Schedule of dilutive effect of outstanding options

Year Ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Net income attributable to Innodata Inc. and Subsidiaries

$

32,181

  ​ ​ ​

$

28,660

Weighted average common shares outstanding

 

31,807

 

29,163

Dilutive effect of outstanding options and restricted stock units

 

3,218

3,014

Adjusted for dilutive computation

 

35,025

 

32,177

v3.25.4
Derivatives (Tables)
12 Months Ended
Dec. 31, 2025
Derivatives  
Schedule of fair value of derivative instruments included within the condensed consolidated balance sheets

The following table presents the fair value of derivative instruments included within the consolidated balance sheets as of December 31, 2025 and 2024 (in thousands):

  ​ ​ ​

Balance Sheet Location

  ​ ​ ​

Fair Value

2025

2024

Derivatives designated as hedging instruments:

 

  ​

 

  ​

 

  ​

Foreign currency forward contracts

Accrued expenses

$

342

$

499

Schedule of effect of foreign currency forward contracts designated as cash flow hedges on condensed consolidated statements of operations

The effect of foreign currency forward contracts designated as cash flow hedges on the consolidated statements of operations for the years ended December 31, 2025 and 2024 were as follows (in thousands):

  ​ ​ ​

2025

  ​ ​ ​

2024

Net loss recognized in OCI(1)

$

(124)

$

(494)

Net loss reclassified from accumulated OCI into income(2)

$

(249)

$

(58)

Net gain recognized in income(3)

$

-

$

-

(1)Net change in fair value of the effective portion classified into other comprehensive income (“OCI”)
(2)Effective portion classified within direct operating costs.
(3)There were no ineffective portions for the period presented.
v3.25.4
Description of Business and Summary of Significant Accounting Estimates and Policies (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2025
USD ($)
segment
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Description of Business and Summary of Significant Accounting Estimates and Policies      
Number of reporting segments | segment 3    
Amortization period 12 months    
Prepaid expenses and other current assets on contract acquisition costs $ 800 $ 1,100  
Foreign exchange gains (losses) 100 200  
Outstanding foreign currency forward contracts 19,700 22,500  
Cash and cash equivalents 82,230 46,897  
Cost 25,928 20,667  
Goodwill impairment 0    
Deferred revenues 7,493 8,010 $ 3,523
In process research and development      
Description of Business and Summary of Significant Accounting Estimates and Policies      
Cost 4,200 3,600  
Capitalized software development      
Description of Business and Summary of Significant Accounting Estimates and Policies      
Cost $ 23,100 $ 19,800  
Minimum      
Description of Business and Summary of Significant Accounting Estimates and Policies      
Property and equipment useful lives 2 years    
Estimated useful life of intangibles 10 years    
Minimum | Capitalized developed software      
Description of Business and Summary of Significant Accounting Estimates and Policies      
Estimated useful life of intangibles 3 years    
Maximum      
Description of Business and Summary of Significant Accounting Estimates and Policies      
Property and equipment useful lives 10 years    
Estimated useful life of intangibles 12 years    
Maximum | Capitalized developed software      
Description of Business and Summary of Significant Accounting Estimates and Policies      
Estimated useful life of intangibles 10 years    
Asia      
Description of Business and Summary of Significant Accounting Estimates and Policies      
Cash and cash equivalents $ 28,200    
United States      
Description of Business and Summary of Significant Accounting Estimates and Policies      
Cash and cash equivalents $ 54,000    
v3.25.4
Description of Business and Summary of Significant Accounting Estimates and Policies - Stock-based compensation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Description of Business and Summary of Significant Accounting Estimates and Policies    
Direct operating costs $ 1,741 $ 281
Selling and administrative expenses 9,403 3,717
Total stock-based compensation $ 11,144 $ 3,998
v3.25.4
Description of Business and Summary of Significant Accounting Estimates and Policies - Deferred revenue balances (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Description of Business and Summary of Significant Accounting Estimates and Policies      
Deferred revenues $ 7,493 $ 8,010 $ 3,523
v3.25.4
Description of Business and Summary of Significant Accounting Estimates and Policies - Deferred revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Change in Contract with Customer, Liability [Abstract]    
Balance at the beginning of period $ 8,010 $ 3,523
Net deferred revenue in the period 30,157 34,466
Revenue recognized (30,548) (29,776)
Currency translations and other adjustments (126) (203)
Balance at the end of period $ 7,493 $ 8,010
v3.25.4
Accounts Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Accounts Receivable      
Gross Accounts receivable $ 48,606 $ 29,772  
Allowance for credit losses (1,181) (1,256) $ (992)
Allowance for billing adjustments (915) (503)  
Accounts receivable, net $ 46,510 $ 28,013  
v3.25.4
Accounts Receivable - Activity in allowance for credit losses (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Accounts Receivable    
Balance at beginning of period $ 1,256 $ 992
Additions charged to expense 108 527
Write-offs against allowance (189) (256)
Foreign currency translation adjustment 6 (7)
Balance at end of period $ 1,181 $ 1,256
v3.25.4
Property and equipment - Property and equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Property and equipment    
Property and equipment, stated at cost $ 25,928 $ 20,667
Less: accumulated depreciation and amortization (17,962) (16,566)
Net 7,966 4,101
Equipment    
Property and equipment    
Property and equipment, stated at cost 16,232 12,135
Computer software    
Property and equipment    
Property and equipment, stated at cost 4,961 4,480
Furniture and equipment    
Property and equipment    
Property and equipment, stated at cost 1,396 951
Leasehold improvements    
Property and equipment    
Property and equipment, stated at cost 2,855 2,554
Capital work-in-progress    
Property and equipment    
Property and equipment, stated at cost $ 484 $ 547
v3.25.4
Property and equipment - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Property and equipment    
Depreciation expense $ 6,889 $ 5,796
Minimum    
Property and equipment    
Estimated useful lives 2 years  
Maximum    
Property and equipment    
Estimated useful lives 10 years  
Property and equipment    
Property and equipment    
Depreciation expense $ 2,200 $ 1,500
v3.25.4
Goodwill and Intangible Assets - Changes in carrying amount of goodwill (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2025
USD ($)
Goodwill [Roll Forward]  
Balance - January 1, 2025 $ 1,998
Foreign currency translation adjustment 81
Balance - December 31, 2025 $ 2,079
v3.25.4
Goodwill and Intangible Assets - Acquisition-related intangible assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Goodwill and Intangible Assets    
Gross Carrying Value $ 36,571 $ 33,019
Accumulated Amortization (22,875) (19,160)
Foreign Currency Translation Adjustment (287) (506)
Net Carrying Value 13,983 13,353
Acquired Intangible Assets    
Goodwill and Intangible Assets    
Gross Carrying Value 9,254 9,656
Accumulated Amortization (8,942) (8,653)
Foreign Currency Translation Adjustment (28) (33)
Net Carrying Value 340 970
Developed technology    
Goodwill and Intangible Assets    
Gross Carrying Value 2,881 3,060
Accumulated Amortization (2,834) (2,911)
Foreign Currency Translation Adjustment 3 (3)
Net Carrying Value 50 146
Customer relationships    
Goodwill and Intangible Assets    
Gross Carrying Value 1,965 2,144
Accumulated Amortization (1,874) (1,856)
Foreign Currency Translation Adjustment 9 (29)
Net Carrying Value 100 259
Trademarks and tradenames    
Goodwill and Intangible Assets    
Gross Carrying Value 840 862
Accumulated Amortization (835) (826)
Foreign Currency Translation Adjustment 1  
Net Carrying Value 6 36
Patents    
Goodwill and Intangible Assets    
Gross Carrying Value 40 44
Accumulated Amortization (40) (44)
Media Contact Database    
Goodwill and Intangible Assets    
Gross Carrying Value 3,528 3,546
Accumulated Amortization (3,359) (3,016)
Foreign Currency Translation Adjustment 15 (1)
Net Carrying Value 184 529
Capitalized developed software    
Goodwill and Intangible Assets    
Gross Carrying Value 27,317 23,363
Accumulated Amortization (13,933) (10,507)
Foreign Currency Translation Adjustment (259) (473)
Net Carrying Value 13,643 12,383
Capitalized Developed Software    
Goodwill and Intangible Assets    
Gross Carrying Value 23,137 19,811
Accumulated Amortization (13,933) (10,507)
Foreign Currency Translation Adjustment 254 (463)
Net Carrying Value 9,458 8,841
Capitalized Developed Software - in Progress    
Goodwill and Intangible Assets    
Gross Carrying Value 4,180 3,552
Foreign Currency Translation Adjustment 5 (10)
Net Carrying Value $ 4,185 $ 3,542
v3.25.4
Goodwill and Intangible Assets - Estimated amortization expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Goodwill and Intangible Assets    
2026 $ 5,821  
2027 4,323  
2028 2,994  
2029 516  
2030 327  
Thereafter 2  
Net Carrying Value $ 13,983 $ 13,353
v3.25.4
Goodwill and Intangible Assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Goodwill and Intangible Assets    
Goodwill impairment $ 0  
Goodwill 2,079 $ 1,998
Acquired Intangible Assets    
Goodwill and Intangible Assets    
Amortization expense 700 800
Capitalized developed software    
Goodwill and Intangible Assets    
Amortization expense $ 4,000 $ 3,500
v3.25.4
Income Taxes - United States and foreign components of income before provision for income taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Taxes    
United States $ 33,506 $ 21,692
Foreign 7,919 2,793
Income before provision for income taxes $ 41,425 $ 24,485
v3.25.4
Income Taxes - Components of provision for income taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Current income tax provision:    
Foreign $ 2,235 $ 525
Federal 2,932 126
State and local (24) 768
Current income tax expense (benefit) 5,143 1,419
Deferred income tax provision:    
Foreign (229) (294)
Federal 3,459 (4,059)
State and local 871 (1,256)
Deferred income tax expense (benefit) 4,101 (5,609)
Provision for income taxes $ 9,244 $ (4,190)
v3.25.4
Income taxes - Company's effective income tax rate (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income tax reconciliation, amount    
Income before provision for income taxes $ 41,425 $ 24,485
U.S. Federal Statutory Tax Rate 8,699  
Other State Tax Expense $ 1,200  
Effective Income Tax Rate Reconciliation, State and Local Jurisdiction, Contribution Greater than 50 Percent, Tax Effect [Extensible Enumeration] stpr:TX  
State True up $ (499)  
Effect of Cross-border Tax Laws 225  
Stock Compensation (7,454)  
Sec 162(m) 6,870  
Withholding Tax (624)  
Deemed Interest 839  
Other 20  
Changes in Unrecognized Tax Benefits (225)  
Other Adjustments 21  
Provision for income taxes $ 9,244 $ (4,190)
Income tax reconciliation, percentage    
Federal income tax expense at statutory rate 21.00% 21.00%
State income tax net of federal benefit 2.90% (1.80%)
State True up, percentage (1.20%)  
Foreign rate differential   (0.90%)
Effect of Cross-border Tax Laws 0.50%  
Stock Compensation (18.00%)  
Section 162 (m) 16.60% 57.60%
GILTI provisions   3.10%
Tax effects of foreign operations   1.50%
Return to provision true up   0.80%
Foreign operations permanent differences - foreign exchange gains and losses   0.60%
Withholding tax (1.50%) 0.50%
Deemed interest 2.00% (0.60%)
Increase (decrease) in unrecognized tax benefits (ASC 740)   (3.80%)
Change in valuation allowance   (30.70%)
Effect of stock-based compensation   (64.80%)
Other 0.00%  
Other   0.40%
Changes in Unrecognized Tax Benefits (0.50%)  
Other Adjustments 0.10%  
Effective tax rate 22.30% (17.10%)
India    
Income tax reconciliation, amount    
Foreign Tax Effects $ 1,048  
Income tax reconciliation, percentage    
Foreign rate differential 2.50%  
Other    
Income tax reconciliation, amount    
Foreign Tax Effects $ (876)  
Income tax reconciliation, percentage    
Foreign rate differential (2.10%)  
v3.25.4
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Deferred income tax assets:    
Net operating loss carryforwards $ 4,970 $ 8,760
Expenses not deductible until paid 3,208 1,829
Equity compensation not currently deductible 497 886
Allowances not currently deductible 472 459
Depreciation and amortization 155 211
Amortization of Intangibles 121 312
Other 742 756
Total gross deferred income tax assets before valuation allowance 10,165 13,213
Valuation allowance (4,833) (4,969)
Total Deferred income tax assets, net 5,332 8,244
Deferred income tax liabilities:    
Depreciation and amortization (471) (209)
Amortization of Intangibles (980)  
Other (598) (575)
Total deferred income tax liabilities (2,049) (784)
Net deferred income tax assets 3,283 7,460
Total deferred income tax assets 5,332 8,244
Total deferred income tax liability (2,049) (784)
Net deferred income tax assets $ 3,283 $ 7,460
v3.25.4
Income taxes - Tax payments (net of refunds received) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income taxes    
Federal $ 4,394  
Foreign    
Cash paid for income taxes 5,998 $ 2,418
California    
State    
State tax payments (net of refunds received) (726)  
Other    
State    
State tax payments (net of refunds received) 680  
India    
Foreign    
Foreign tax payments (net of refunds received) 940  
Philippines    
Foreign    
Foreign tax payments (net of refunds received) 537  
Other    
Foreign    
Foreign tax payments (net of refunds received) $ 173  
v3.25.4
Income Taxes - Unrecognized tax benefits (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Taxes    
Balance at beginning of the year $ 999 $ 1,942
Increase for current period tax positions 367 341
Decrease for prior year tax positions (223) (1,309)
Interest accrual 59 80
Foreign currency remeasurement (40) (55)
Balance at end of the year $ 1,162 $ 999
v3.25.4
Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Taxes      
Valuation allowance $ 4,833 $ 4,969  
Foreign subsidiaries amount 58,800    
Reserves for uncertain tax positions 1,162 999 $ 1,942
Unrecognized tax benefits 223 1,309  
Canadian subsidiaries      
Income Taxes      
Valuation allowance 4,800    
U.S. federal      
Income Taxes      
Increase in total valuation allowance (3,800) 10,600  
U.S. federal | Research      
Income Taxes      
Credit carryforward   100  
State      
Income Taxes      
Increase in total valuation allowance   6,500  
Foreign tax jurisdiction      
Income Taxes      
Increase in total valuation allowance 23,300 24,300  
Foreign tax jurisdiction | Research      
Income Taxes      
Credit carryforward   $ 1,300  
Canada | Research      
Income Taxes      
Credit carryforward $ 1,400    
v3.25.4
Long-term obligations (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Long-term obligations    
Pension obligations - accrued pension liability $ 9,278 $ 7,945
Microsoft licenses 6 442
Total long-term obligations 9,284 8,387
Less: Current portion of long-term obligations 1,659 1,643
Totals Non-Current portion of long-term obligations 7,625 $ 6,744
Microsoft licenses, Amount payable annually over the term of the agreement $ 400  
v3.25.4
Commitments and contingencies (Details)
12 Months Ended
Dec. 31, 2025
USD ($)
Commitments and contingencies  
Estimated litigation liability $ 5,600,000
Interest rate description litigation plus legal interest that accrued at 12% per annum from August 13, 2008 to June 30, 2013, and thereafter accrued and continues to accrue legal interest at 6% per annum
Litigation settlement expense $ 650,000
v3.25.4
Operating Leases (Details)
12 Months Ended
Dec. 31, 2025
Minimum  
Operating Leases  
Lease agreements term 3 years
Percentage of rental escalations 1.75%
Maximum  
Operating Leases  
Lease agreements term 11 years
Percentage of rental escalations 15.00%
v3.25.4
Operating Leases - Financial statements related to operating leases (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Operating Leases    
Total rent expense $ 1,553 $ 1,435
Rent expense for long-term operating leases    
Operating Leases    
Total rent expense 1,345 1,257
Rent expense for short-term leases    
Operating Leases    
Total rent expense $ 208 $ 178
v3.25.4
Operating Leases - Net present value of the operating lease liability (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Operating Leases    
2026 $ 1,567  
2027 1,566  
2028 1,165  
2029 722  
2030 192  
Total lease payments 5,212  
Less: Interest (782)  
Net present value of lease liabilities 4,430  
Current portion 1,202 $ 877
Long-term portion 3,228 $ 3,778
Total $ 4,430  
v3.25.4
Operating Leases - Weighted average remaining lease terms (Details)
Dec. 31, 2025
Operating Leases  
Weighted-average lease term remaining (in months) 38 months
Weighted-average discount rate 9.14%
v3.25.4
Pension Benefits - Benefit Obligations (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pension Benefits    
Projected benefit obligation at beginning of the year $ 7,945 $ 7,128
Current service cost 801 717
Interest cost $ 517 $ 522
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Interest Income (Expense), Nonoperating, Net Interest Income (Expense), Nonoperating, Net
Prior service cost $ 216  
Actuarial loss (gain) 189 $ (105)
Foreign currency exchange rates changes (241) (166)
Benefits paid (149) (151)
Projected benefit obligation at end of the year $ 9,278 $ 7,945
v3.25.4
Pension Benefits - Components of Net Periodic Pension Cost (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pension Benefits    
Current service cost $ 801 $ 717
Interest cost 517 522
Actuarial loss recognized $ 25 $ (2)
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Immediate Recognition of Actuarial Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net Of Tax Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net Of Tax
Net periodic pension cost $ 1,343 $ 1,237
v3.25.4
Pension Benefits - Recognized in balance sheets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Pension Benefits    
Current accrued benefit cost $ 1,653 $ 1,229
Non-current accrued benefit cost 7,625 6,716
Total amount recognized $ 9,278 $ 7,945
v3.25.4
Pension Benefits - Actuarial assumptions (Details)
Dec. 31, 2025
Dec. 31, 2024
Minimum    
Pension Benefits    
Discount rate 6.30% 6.09%
Rate of increase in compensation level 7.00% 7.00%
Maximum    
Pension Benefits    
Discount rate 10.80% 12.00%
Rate of increase in compensation level 8.00% 10.00%
v3.25.4
Pension Benefits - Estimated future benefit payments (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Pension Benefits  
2026 $ 1,611
2027 699
2028 246
2029 671
2030 688
2031 to 2035 5,336
Total $ 9,251
v3.25.4
Pension Benefits - Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pension Benefits    
Period of service to become eligible 6 months  
Accumulated benefit obligation $ 5.6 $ 4.7
Subsidiaries    
Pension Benefits    
Pension expense $ 1.3 $ 1.2
v3.25.4
Capital Stock (Details)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2025
USD ($)
Vote / shares
$ / shares
shares
Dec. 31, 2024
shares
Jul. 31, 2019
USD ($)
Capital Stock      
Common stock, shares authorized 75,000,000 75,000,000  
Number of votes per share | Vote / shares 1    
Dividends declared (in dollars per share) | $ / shares $ 0    
Serial preferred stock, shares authorized 4,998,000 4,998,000  
Common stock reserved available for future issuance 746,241    
Shares authorized to repurchase | $     $ 2.0
July 2019      
Capital Stock      
Shares authorized to repurchase | $ $ 1.5    
Treasury Stock, common value | $ $ 1.8    
Treasury Stock      
Capital Stock      
Purchase of treasury stock (in shares) 0 0  
v3.25.4
Stock Based Compensation - Weighted Average Fair Values and Assumptions (Details) - Employee Stock Option - $ / shares
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Stock Based Compensation    
Weighted average fair value of options granted (in dollars per share)   $ 32.07
Risk-free interest rate   4.40%
Expected term (years) 0 years 6 years
Expected volatility factor   87.69%
Expected dividends 0.00% 0.00%
v3.25.4
Stock Based Compensation - Summary of Stock Option Activity (Details) - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Stock Based Compensation    
Number of Options, Exercised (in shares) 755,552  
Weighted Average Exercise Price Exercised (in dollars per shares) $ 4.41  
Employee Stock Option | 2013 Stock Plan    
Stock Based Compensation    
Number of Options, Outstanding - Beginning balance (in shares) 3,165,193  
Number of Options, Exercised (in shares) 525,300  
Number of Options, Outstanding - Ending balance (in shares) 2,639,893 3,165,193
Number of Options Exercisable (in shares) 2,639,893  
Number of Options, Vested and Expected to Vest (in shares) 2,639,893  
Weighted Average Exercise Price Outstanding beginning balance (in dollars per shares) $ 3.67  
Weighted Average Exercise Price Exercised (in dollars per shares) 4.83  
Weighted Average Exercise Price Outstanding Ending balance (in dollars per shares) 3.45 $ 3.67
Weighted Average Exercise Price Exercisable (in dollars per shares) 3.45  
Weighted Average Exercise Price Vested and Expected to Vest (in dollars per shares) $ 3.45  
Weighted Average Remaining Contractual Term Outstanding (in years) 5 years 3 months 6 years 3 months 25 days
Weighted Average Remaining Contractual Term Exercisable (in years) 5 years 3 months  
Weighted Average Remaining Contractual Term Vested and Expected to Vest (in years) 5 years 3 months  
Aggregate Intrinsic Value, Outstanding $ 125,407,354 $ 113,458,326
Aggregate Intrinsic Value, Exercisable 125,407,354  
Aggregate Intrinsic Value, Vested and Expected to Vest $ 125,407,354  
Employee Stock Option | 2021 Stock Plan    
Stock Based Compensation    
Number of Options, Outstanding - Beginning balance (in shares) 842,771  
Number of Options, Exercised (in shares) 230,252  
Number of Options, Forfeited/Expired (in shares) (43,835)  
Number of Options, Outstanding - Ending balance (in shares) 568,684 842,771
Number of Options Exercisable (in shares) 389,682  
Number of Options, Vested and Expected to Vest (in shares) 568,684  
Weighted Average Exercise Price Outstanding beginning balance (in dollars per shares) $ 15.86  
Weighted Average Exercise Price Exercised (in dollars per shares) 3.46  
Weighted Average Exercise Price Forfeited/Expired (in dollars per shares) 3.4  
Weighted Average Exercise Price Outstanding Ending balance (in dollars per shares) 21.83 $ 15.86
Weighted Average Exercise Price Exercisable (in dollars per shares) 12.3  
Weighted Average Exercise Price Vested and Expected to Vest (in dollars per shares) $ 21.83  
Weighted Average Remaining Contractual Term Outstanding (in years) 7 years 9 months 14 days 8 years 5 months 15 days
Weighted Average Remaining Contractual Term Exercisable (in years) 7 years 3 months  
Weighted Average Remaining Contractual Term Vested and Expected to Vest (in years) 7 years 9 months 14 days  
Aggregate Intrinsic Value, Outstanding $ 16,557,907 $ 20,847,471
Aggregate Intrinsic Value, Exercisable 15,058,361  
Aggregate Intrinsic Value, Vested and Expected to Vest $ 16,557,907  
v3.25.4
Stock Based Compensation - Summary of Restricted Stock Unit activity (Details) - Equity Plans
12 Months Ended
Dec. 31, 2025
$ / shares
shares
Restricted Stock Units  
Stock Based Compensation  
Number of Restricted Stock Units, Unvested at Beginning of the year 549,079
Number of Restricted Stock Units, Granted 373,958
Number of Restricted Stock Units, Vested (186,551)
Number of Restricted Stock Units, Forfeited/Expired (44,185)
Number of Restricted Stock Units, Unvested at End of the year 692,301
Weighted-Average Grant Date Fair Value, Outstanding at Beginning of the year | $ / shares $ 40.61
Weighted-Average Grant Date Fair Value, Granted | $ / shares 51.41
Weighted-Average Grant Date Fair Value, Vested | $ / shares 38.49
Weighted-Average Grant Date Fair Value, Forfeited/Expired | $ / shares 37.34
Weighted-Average Grant Date Fair Value, Outstanding at End of the year | $ / shares $ 47.22
Performance Restricted Stock Units  
Stock Based Compensation  
Number of Restricted Stock Units, Unvested at Beginning of the year 700,000
Number of Restricted Stock Units, Granted 470,172
Number of Restricted Stock Units, Vested (184,200)
Number of Restricted Stock Units, Forfeited/Expired (515,800)
Number of Restricted Stock Units, Unvested at End of the year 470,172
Weighted-Average Grant Date Fair Value, Outstanding at Beginning of the year | $ / shares $ 5.59
Weighted-Average Grant Date Fair Value, Granted | $ / shares 50.95
Weighted-Average Grant Date Fair Value, Vested | $ / shares 4.99
Weighted-Average Grant Date Fair Value, Forfeited/Expired | $ / shares 5.8
Weighted-Average Grant Date Fair Value, Outstanding at End of the year | $ / shares $ 50.95
Non-employees and non-employee directors | Restricted Stock Units  
Stock Based Compensation  
Number of Restricted Stock Units, Granted 15,175
v3.25.4
Stock Based Compensation - Additional Information (Details)
12 Months Ended
Dec. 31, 2025
USD ($)
shares
Jun. 09, 2023
shares
Restricted Stock Units    
Stock Based Compensation    
Compensation cost related to non-vested stock options and restricted stock awards not yet recognized $ 55,700,000  
Weighted-average period over which compensation cost recognized 32 months  
Performance Restricted Stock Units    
Stock Based Compensation    
Compensation cost related to non-vested stock options and restricted stock awards not yet recognized $ 55,700,000  
Employee Stock Option    
Stock Based Compensation    
Compensation cost related to non-vested stock options and restricted stock awards not yet recognized $ 5.6  
Weighted-average period over which compensation cost recognized 24 months  
2013 Stock Plan    
Stock Based Compensation    
Shares of common stock underlying outstanding options or rights | shares 2,639,893  
2021 Stock Plan    
Stock Based Compensation    
Share-based compensation arrangement by share-based payment award, number of shares authorized | shares   4,000,000
Share reserve ratio   1
2021 Equity Compensation Plan, Others    
Stock Based Compensation    
Share reserve ratio   1
Awards granted on or after April 11, 2022    
Stock Based Compensation    
Share reserve ratio   1.5
Awards granted prior to April 11, 2022    
Stock Based Compensation    
Share reserve ratio   2
v3.25.4
Comprehensive loss - Reclassifications from accumulated other comprehensive loss (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Comprehensive income (loss)    
Balance at the beginning $ 63,472  
Balance at the end 107,145 $ 63,472
Pension Liability Adjustment    
Comprehensive income (loss)    
Balance at the beginning (233) (412)
Other comprehensive income (loss) before reclassifications, net of taxes (409) 172
Total other comprehensive loss before reclassifications, net of taxes (642) (240)
Net amount reclassified to earnings 25 7
Balance at the end (617) (233)
Fair Value of Derivatives    
Comprehensive income (loss)    
Balance at the beginning (395) 41
Other comprehensive income (loss) before reclassifications, net of taxes (124) (494)
Total other comprehensive loss before reclassifications, net of taxes (519) (453)
Net amount reclassified to earnings 249 58
Balance at the end (270) (395)
Foreign Currency Translation Adjustment    
Comprehensive income (loss)    
Balance at the beginning (1,842) (1,250)
Other comprehensive income (loss) before reclassifications, net of taxes 613 (592)
Total other comprehensive loss before reclassifications, net of taxes (1,229) (1,842)
Balance at the end (1,229) (1,842)
Accumulated Other Comprehensive Loss    
Comprehensive income (loss)    
Balance at the beginning (2,470) (1,621)
Other comprehensive income (loss) before reclassifications, net of taxes 79 (914)
Total other comprehensive loss before reclassifications, net of taxes (2,391) (2,535)
Net amount reclassified to earnings 275 65
Balance at the end $ (2,116) $ (2,470)
v3.25.4
Segment reporting and concentrations - Segment assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Segment reporting and concentrations    
Total assets $ 168,593 $ 113,449
Goodwill 2,079 1,998
DDS    
Segment reporting and concentrations    
Total assets 149,210 91,588
Synodex    
Segment reporting and concentrations    
Total assets 5,260 4,790
Agility    
Segment reporting and concentrations    
Total assets 14,123 17,071
Goodwill $ 2,100 $ 2,000
v3.25.4
Segment reporting and concentrations - Significant income statement (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Segment reporting and concentrations    
Revenues $ 251,663 $ 170,461
Direct operating costs 152,184 103,387
Gross profit 99,479 67,074
Selling and administrative expenses 59,606 42,738
Segment operating income (loss) 39,873 24,336
Interest expense (income), net (1,552) (149)
Income before provision for income taxes 41,425 24,485
DDS    
Segment reporting and concentrations    
Revenues 220,825 141,098
Direct operating costs 135,421 88,186
Gross profit 85,404 52,912
Selling and administrative expenses 46,002 31,685
Segment operating income (loss) 39,402 21,227
Interest expense (income), net (1,553) (153)
Income before provision for income taxes 40,955 21,380
Synodex    
Segment reporting and concentrations    
Revenues 7,322 7,864
Direct operating costs 5,997 5,763
Gross profit 1,325 2,101
Selling and administrative expenses 699 194
Segment operating income (loss) 626 1,907
Income before provision for income taxes 626 1,907
Agility    
Segment reporting and concentrations    
Revenues 23,516 21,499
Direct operating costs 10,766 9,438
Gross profit 12,750 12,061
Selling and administrative expenses 12,905 10,859
Segment operating income (loss) (155) 1,202
Interest expense (income), net 1 4
Income before provision for income taxes $ (156) $ 1,198
v3.25.4
Segment reporting and concentrations - Long-lived assets by geographic region (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Segment reporting and concentrations    
Long - lived assets $ 28,122 $ 23,690
United States    
Segment reporting and concentrations    
Long - lived assets 12,576 10,182
Canada    
Segment reporting and concentrations    
Long - lived assets 6,325 6,265
United Kingdom    
Segment reporting and concentrations    
Long - lived assets 653 806
Philippines    
Segment reporting and concentrations    
Long - lived assets 5,091 3,532
India    
Segment reporting and concentrations    
Long - lived assets 2,582 2,251
Sri Lanka    
Segment reporting and concentrations    
Long - lived assets 833 587
Israel    
Segment reporting and concentrations    
Long - lived assets 56 63
Germany    
Segment reporting and concentrations    
Long - lived assets 6 4
Total foreign    
Segment reporting and concentrations    
Long - lived assets $ 15,546 $ 13,508
v3.25.4
Segment reporting and concentrations - Revenues by geographic region (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Segment reporting and concentrations    
Revenues $ 251,663 $ 170,461
United States    
Segment reporting and concentrations    
Revenues 212,125 133,876
Canada    
Segment reporting and concentrations    
Revenues 11,662 8,696
United Kingdom    
Segment reporting and concentrations    
Revenues 10,468 10,006
The Netherlands    
Segment reporting and concentrations    
Revenues 8,549 8,059
Others - European countries principally, Germany and Belgium    
Segment reporting and concentrations    
Revenues $ 8,859 $ 9,824
v3.25.4
Segment reporting and concentrations (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2025
USD ($)
customer
segment
Dec. 31, 2024
USD ($)
customer
Segment reporting and concentrations    
Number of reporting segments | segment 3  
Right-of-use-asset, net | $ $ 4,094 $ 4,238
Sales revenue, net | Customer concentration risk | Non-US    
Segment reporting and concentrations    
Concentration risk, percentage 16.00% 21.00%
Foreign customer | Accounts receivable | Customer concentration risk    
Segment reporting and concentrations    
Concentration risk, percentage 10.00% 16.00%
One customer | Sales revenue, net | Customer concentration risk    
Segment reporting and concentrations    
Number of clients 1  
Concentration risk, percentage 58.00% 48.00%
Two customer | Accounts receivable | Customer concentration risk    
Segment reporting and concentrations    
Number of clients 1  
Concentration risk, percentage 63.00%  
Three customer | Accounts receivable | Customer concentration risk    
Segment reporting and concentrations    
Number of clients   2
Concentration risk, percentage   61.00%
Customer | Customer concentration risk | United States    
Segment reporting and concentrations    
Number of clients 0  
Customer | Accounts receivable | Customer concentration risk    
Segment reporting and concentrations    
Number of clients 0 0
Customer | Minimum | Sales revenue, net | Customer concentration risk    
Segment reporting and concentrations    
Concentration risk, percentage 10.00%  
Customer | Minimum | Accounts receivable | Customer concentration risk    
Segment reporting and concentrations    
Concentration risk, percentage 10.00% 10.00%
v3.25.4
Income per Share (Details) - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income per Share    
Net Income (Loss) $ 32,181 $ 28,660
Weighted average common shares outstanding 31,807 29,163
Dilutive effect of outstanding options and restricted stock units 3,218 3,014
Adjusted for dilutive computation 35,025 32,177
v3.25.4
Income per Share - Additional information (Details) - shares
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Antidilutive securities excluded from computation of earnings per share    
Common stock reserved available for future issuance 746,241  
Dilutive effect of outstanding options and restricted stock units 3,218,000 3,014,000
Employee Stock Option    
Antidilutive securities excluded from computation of earnings per share    
Common stock reserved available for future issuance 3,200,000 4,000,000
Shares not included in computation of diluted loss per share   300,000
Restricted Stock Units    
Antidilutive securities excluded from computation of earnings per share    
Dilutive effect of outstanding options and restricted stock units 623,910 513,455
Employee Stock Option    
Antidilutive securities excluded from computation of earnings per share    
Dilutive effect of outstanding options and restricted stock units   3,700,000
v3.25.4
Derivatives - Additional Information (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Derivatives    
Derivative notional amount $ 19.7 $ 22.5
v3.25.4
Derivatives - Fair value of derivative instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Accrued expenses | Foreign currency forward contracts | Designated as hedging instrument    
Derivatives, Fair Value    
Derivatives designated as hedging instruments $ 342 $ 499
v3.25.4
Derivatives - Effect of foreign currency forward contracts designated as cash flow hedges (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Derivatives    
Net loss recognized in OCI $ (124) $ (494)
Net loss reclassified from accumulated OCI into income $ (249) $ (58)
v3.25.4
Line of Credit (Details) - Revolving Credit Facility
$ in Millions
12 Months Ended
Aug. 05, 2024
USD ($)
Dec. 31, 2025
USD ($)
Line of Credit    
Maximum borrowing capacity $ 30.0  
Maximum borrowing capacity subject to approval of the lender $ 50.0  
Percentage of eligible accounts considered for determination of borrowing base 85.00%  
Percentage of eligible unbilled accounts considered for determination of borrowing base 80.00%  
Percentage of all eligible unbilled accounts considered for determination of borrowing base 30.00%  
Percentage of eligible foreign accounts considered for determination of borrowing base 85.00%  
Percentage of all eligible foreign accounts considered for determination of borrowing base 20.00%  
Maximum amount of eligible foreign accounts considered for determination of borrowing base $ 4.0  
Borrowing base calculation   $ 30.0
Threshold minimum fixed charge coverage ratio required to be maintained 1.1  
Interest rate   2.25%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]   us-gaap:SecuredOvernightFinancingRateSofrMember