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424B5 1 tm2622086-4_424b5.htm 424B5 tm2622086-4_424b5 - none - 4.1875401s

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-298075

PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 6, 2026)

Innodata Inc.

Up to $300,000,000

Common Stock

We have entered into an equity distribution agreement, dated August 6, 2026 (the “Sales Agreement”), with Goldman Sachs & Co. LLC (“Goldman Sachs”), Craig-Hallum Capital Group LLC, Wells Fargo Securities, LLC, Maxim Group LLC, and Wedbush Securities Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”), relating to the issuance, offer and sale of shares of our common stock, $0.01 par value per share, pursuant to this prospectus supplement and accompanying prospectus. In accordance with the terms of the Sales Agreement, under this prospectus supplement we may offer and sell shares of our common stock having an aggregate offering price of up to $300,000,000 from time to time through or to the Sales Agents, acting as our agents or principals.

Sales of our common stock, if any, may be made by any method deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made in ordinary brokers’ transactions, to or through a market maker, on or through the Nasdaq Global Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions (including block transactions), through a combination of any such methods of sale, or any other method permitted by law. The Sales Agents will act as our sales agents, using commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with their normal trading and sales prices, on mutually agreed terms set forth in the Sales Agreement.

The Sales Agents will be entitled to compensation at a commission rate of up to 2.0% of the gross proceeds per share sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, each Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of each Sales Agent will be deemed to be underwriting commissions or discounts.

Our common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “INOD.” On August 4, 2026, the last reported sales price of our common stock on Nasdaq was $70.21 per share.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” ON PAGE 3 OF THE ACCOMPANYING BASE PROSPECTUS AND PAGE S-5 OF THIS PROSPECTUS SUPPLEMENT, AND IN ANY APPLICABLE FREE WRITING PROSPECTUS, AS WELL AS UNDER SIMILAR HEADINGS IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Goldman Sachs & Co. LLC

Craig-Hallum

Wells Fargo Securities

Maxim Group LLC

Wedbush Securities

The date of this prospectus supplement is August 6, 2026

	PAGE
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
PROSPECTUS SUPPLEMENT SUMMARY		S-2
RISK FACTORS		S-5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-7
USE OF PROCEEDS		S-9
PLAN OF DISTRIBUTION		S-10
LEGAL MATTERS		S-11
EXPERTS		S-12
WHERE YOU CAN FIND MORE INFORMATION		S-13
INFORMATION INCORPORATED BY REFERENCE		S-14

	ABOUT THIS PROSPECTUS					1
	THE COMPANY					2
	RISK FACTORS					3
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					4
	USE OF PROCEEDS					6
	DESCRIPTION OF THE SECURITIES WE MAY OFFER					7
	Description of Capital Stock					7
	Description of Debt Securities					9
	Description of Rights					9
	Description of Warrants					10
	Description of Units					10
	LEGAL OWNERSHIP OF SECURITIES					10
	PLAN OF DISTRIBUTION					14
	WHERE YOU CAN FIND MORE INFORMATION					17
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					17
	LEGAL MATTERS					19
	EXPERTS					19