What changed in this filing

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Item 9A. Controls and Procedures

2026-09-10 compared with 2025-09-11 · 58 added, 46 removed, 152 unchanged (41% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as this term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We maintain “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer recognize that these controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of these controls will be met.

2 unchanged sentences

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d - 15(f) under the Exchange Act) and for the assessment of the effectiveness of our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for the assessment of the effectiveness of our internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of June 30, 2026.

In making this assessment, our management used the criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

As a result of this assessment and including the changes in internal control over financial reporting noted below, our management has determined that our internal control over financial reporting was effective as of June 30, 2025.

This Annual Report does not include an attestation report of our independent registered public accounting firm due to the transition period extended by the U.S.

Securities and Exchange Commission (“SEC”) for emerging growth companies.

In making this assessment, our management used the criteria established in “ Internal Control — Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

As a result of this assessment and those criteria, our management has determined that our internal control over financial reporting was effective as of June 30, 2026.

The effectiveness of the Company’s internal control over financial reporting as of June 30, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8, of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting as defined in Rule 13a-15(d), under the Securities Exchange Act of 1934, as amended, that occurred during the period covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(d), under the Exchange Act that occurred during the period covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

(b) Trading Plans

During the three months ended June 30, 2025, none of the Company’s directors or Section 16 officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated (including by modification) a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K.

During the three months ended June 30, 2026, the Company’s directors or Section 16 officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated (including by modification) a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K as follows:

On June 8, 2026, Mr.

David Afdahl , the Company's Chief Operating Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 28,319 shares of the Company's common stock between September 7, 2026 and June 8, 2027 , subject to such shares reaching certain price points.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference herein from the “Director Nominees,” “Directors Not Standing for Election,” “Board Committees,” and if applicable, “Delinquent Section 16 Reports” sections of the proxy statement that will be filed for the Company’s next annual meeting (“Proxy Statement”).

The information required by this item is incorporated by reference to the Company’s Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended June 30, 2026.

See also Information about our Executive Officers in Part I of this Form 10-K.

We have adopted a code of business conduct and ethics (the “Code”) that is applicable to all directors, officers and employees, including our principal executive, financial and accounting officers and all persons performing similar functions.

Our Board has adopted a code of business conduct and ethics (the “Code”) that is applicable to all directors, officers and employees, including our principal executive, financial and accounting officers and all persons performing similar functions.

A copy of this Code is available on our website at www.ibex.co.

2 unchanged sentences

We believe that our securities trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to us.

Our securities trading policy is filed as Exhibit 19.1 to this Form 10-K.

Our securities trading policy is included as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference herein from the “Executive Compensation,” “Board Committees,” “Director Compensation,” “Risk Oversight,” and if applicable, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” sections of the Proxy Statement.

The information required by this item is incorporated by reference to the Company’s Proxy Statement for its Annual 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of fiscal year ended June 30, 2026.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference herein from the “Executive Compensation” and “Beneficial Ownership of Securities” sections of the Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference herein from the “Certain Relationships and Related Party Transactions” and “Director Independence” sections of the Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference herein from “Audit Fees and Services” and “Pre-Approval Policy” of the Proxy Statement.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following are filed as a part of this Form 10-K:

24 unchanged sentences

F-1 333-239821 10.1 07/10/2020

10.2 Stockholders’ Agreement, dated as of September 15, 2017, by and between IBEX Limited and The Resource Company International, Limited

F-1 333-239821 10.2 07/10/2020

Incorporated by Reference

1 unchanged sentence

Date Filed or

10.2 Stockholders’ Agreement, dated as of September 15, 2017, by and between IBEX Limited and The Resource Company International Limited

F-1 333-239821 10.2 07/10/2020

10.3# Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended December 28, 2018)

12 unchanged sentences

F-1 333-239821 10.38 07/10/2020

2020 Long Term Incentive Plan, dated as of May 20, 2020

F-1 333-239821 10.39 07/10/2020

I BEX Limited Amended 2020 Long-Term Incentive Plan, dated January 14, 2022

S-8 333-263228 99.1 03/02/2022

IBEX Limited Amended and Restated 2020 Long-Term Incentive Plan, dated December 5, 2025

10-Q 001-38442 10.5 02/05/2026

Ibex Management Incentive Plan

10-K 001-38442 10.28 09/13/2023

Ibex Global Solutions (Philippines) Inc.

Amended & Restated Phantom Stock Plan

10-K 001-38442 10.29 09/13/2023

Amended & Restated Phantom Stock Plan, effective June 30, 2025

10-Q 001-38442 10.4 02/05/2026

Ibex Global Solutions (Philippines) Inc.

Phantom Stock Plan Form of Award Agreement

10-K 001-38442 10.29.1 09/13/2023

Ibex Global Jamaica Limited Amended & Restated Phantom Stock Plan

10-K 001-38442 10.30 09/13/2023

10.10.1^

Ibex Global Jamaica Limited Phantom Stock Plan Form of Award Agreement

10-K 001-38442 10.30.1 09/13/2023

Phantom Stock Plan Form of Award Agreement, effective June 30, 2025

Ibex Global Jamaica Limited Amended & Restated Phantom Stock Plan, effective June 30, 2025

10-Q 001-38442 10.3 02/05/2026

Ibex Global Jamaica Limited Phantom Stock Plan Form of Award Agreement, effective June 30, 2025

Form of Director Agreement

5 unchanged sentences

10-K 001-38442 10.33 09/13/2023

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

10.14 Restated Executive Employment Agreement dated July 1, 2020 by and between Ibex Global Solutions Inc.

4 unchanged sentences

10-K 001-38442 10.35 09/13/2023

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

10.16 Executive Separation and Release Agreement dated June 4, 2024 by and between Ibex Global Solutions, Inc.

7 unchanged sentences

10-Q 001-38442 10.10 11/09/2023

10.19 Executive Employment Agreement dated September 1, 2024 by and between Ibex Global Solutions, Inc.

and Andreas Wilkens

10-Q 001-38442 10.10 11/07/2024

10.20 Executive Separation and Release Agreement dated November 6, 2025 by and between Ibex Global Solutions, Inc.

and Andreas Wilkens

10-Q 001-38442 10.2 02/05/2026

10.21 Executive Employment Agreement dated October 1, 2025 by and between Ibex Global Solutions, Inc.

and Michael Ringman

10-Q 001-38442 10.1 02/05/2026

10.22 Restated Employment Agreement dated January 1, 2021 by and between Ibex Global Solutions, Inc.

and Michael Darwal

10-Q 001-38442 10.1 05/06/2026

10.23 Amendment to Restated Employment Agreement dated January 1, 2026 by and between Ibex Global Solutions, Inc.

and Michael Darwal

10-Q 001-38442 10.2 05/06/2026

Form of Officer Indemnity Agreement

6 unchanged sentences

8-K 001-38442 10.2A 11/04/2024

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

10.27B Facility Offer Letter, dated as of October 22, 2024, by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC

5 unchanged sentences

10.28 First Amendment to the Facility Offer Letter, dated May 22, 2025, by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC

10.25 Executive Employment Agreement dated September 1, 2024 by and between Ibex Global Solutions, Inc.

and Andreas Wilkens

10-Q 001-38442 10.1 11/07/2024

10-K 001-38442 10.24 09/11/2025

10.29 Second Amendment to the Facility Offer Letter, dated May 6 , 2026 by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC

10.30 Call Option Agreement, dated November 19, 2024, by and between the Company and TRGI

4 unchanged sentences

31.1 Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

31.2 Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act

8 unchanged sentences

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

104 Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) X

17 unchanged sentences

Taylor Greenwald (Principal Financial and Accounting Officer) September 10, 2026

/s/ Mohammed Khaishgi

Mohammed Khaishgi Director and Chairman of the Board September 11, 2025

/s/ John Jones

John Jones Director and Chairman of the Board September 10, 2026

/s/ Daniella Ballou-Aares

4 unchanged sentences

Fiona Beck Director September 10, 2026

/s/ John Jones

John Jones Director September 11, 2025

/s/ Shuja Keen

Shuja Keen Director September 10, 2026

/s/ Patrick McGinnis

1 unchanged sentence

/s/ Mingzhe (JJ) Zhuang

Mingzhe (JJ) Zhuang Director September 11, 2025

Mingzhe (JJ) Zhuang Lead Independent Director September 10, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures