What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 163 added, 335 removed, 550 unchanged (48% of the section changed)

4 unchanged sentences

(Amounts in thousands, except share amounts)

September 30,

Current assets

Cash and cash equivalents

Accounts receivable, net of allowance of $ 5,128 and $ 5,244

Accounts receivable, net of allowance of $ 2,333 and $ 4,908 , respectively

Prepaids and other current assets

9 unchanged sentences

Total long-term assets

LIABILITIES, STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

19 unchanged sentences

10,000,000 shares authorized;

zero shares outstanding as of September 30, 2025 and December 31, 2024

zero shares outstanding as of March 31, 2026 and December 31, 2025

Common stock;

1 unchanged sentence

150,000,000 shares authorized;

48,463,497 and 47,749,494 shares outstanding as of September 30, 2025 and December 31, 2024 , respectively

48,611,167 and 48,560,973 shares outstanding as of March 31, 2026 and December 31, 2025 , respectively

Additional paid-in capital

Treasury stock at cost:

34,328,112 and 34,328,112 shares as of September 30, 2025 and December 31, 2024, respectively

34,328,112 and 34,328,112 shares as of March 31, 2026 and December 31, 2025, respectively

Accumulated other comprehensive income (loss)

8 unchanged sentences

(Amounts in thousands, except per share amounts)

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Operating expenses

5 unchanged sentences

Total operating expenses

Income (loss) from operations

Income from operations

Other income (expense)

5 unchanged sentences

Provision for income taxes

Net income (loss)

Net income attributable to noncontrolling interest

Net income (loss) attributable to TTEC stockholders

Net (loss) income

Net (loss) income attributable to noncontrolling interest

Net (loss) income attributable to TTEC stockholders

Other comprehensive income (loss)

Net income (loss)

Net (loss) income

Foreign currency translation adjustments

Derivative valuation, gross

Derivative valuation, tax effect

Other, net of tax

Total other comprehensive income (loss)

Total comprehensive income (loss)

Total other comprehensive (loss) income

Total comprehensive (loss) income

Comprehensive income attributable to noncontrolling interest

Comprehensive income (loss) attributable to TTEC stockholders

Comprehensive (loss) income attributable to TTEC stockholders

Weighted average shares outstanding

Net income (loss) per share attributable to TTEC stockholders

Net (loss) income per share attributable to TTEC stockholders

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

(Amounts in thousands)

Three months ended September 30, 2024 and 2025

Stockholders’ Equity of the Company

Comprehensive

Noncontrolling

Paid-in Capital

Income (Loss)

Balance as of June 30, 2024

Payments distributed to noncontrolling interest

Foreign currency translation adjustments

Derivatives valuation, net of tax

Vesting of restricted stock units

Equity-based compensation expense

Other, net of tax

Balance as of September 30, 2024

Stockholders’ Equity of the Company

Comprehensive

Noncontrolling

Paid-in Capital

Income (Loss)

Balance as of June 30, 2025

Net (loss) income

Payments distributed to noncontrolling interest

Foreign currency translation adjustments

Derivatives valuation, net of tax

Vesting of restricted stock units

Equity-based compensation expense

Other, net of tax

Balance as of September 30, 2025

Nine months ended September 30, 2024 and 2025

Three months ended March 31, 2025 and 2026

Stockholders’ Equity of the Company

4 unchanged sentences

Balance as of December 31, 2024

Net (loss) income

Dividends to shareholders ($ 0.06 per common share)

Payments distributed to noncontrolling interest

4 unchanged sentences

Other, net of tax

Balance as of September 30, 2024

Balance as of March 31, 2025

Stockholders’ Equity of the Company

11 unchanged sentences

Other, net of tax

Balance as of September 30, 2025

Balance as of March 31, 2026

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

(Amounts in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net (loss) income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1 unchanged sentence

Amortization of debt issuance costs

Imputed interest expense and fair value adjustments to contingent consideration

Provision for credit losses

Loss on disposal of assets

(Gain) loss on disposal of assets

Impairment losses

Loss on dissolution of subsidiary

Deferred income taxes

4 unchanged sentences

Accounts receivable

Prepaids and other assets

Accounts payable and accrued expenses

Deferred revenue and other liabilities

Prepaids and other current assets

Operating lease assets

Other noncurrent assets

Accrued employee compensation and benefits

Accounts payable and other current liabilities

Deferred revenue and customer advances

Operating lease liabilities

Other noncurrent liabilities

Net cash provided by operating activities

1 unchanged sentence

Proceeds from sale of long-lived assets

Purchases of property, plant and equipment

Purchases of property, plant and equipment, net of acquisitions

Net cash used in investing activities

2 unchanged sentences

Payments on other debt

Dividends paid to shareholders

Payments of debt issuance costs

Payments to noncontrolling interest

Tax payments related to issuance of restricted stock units

Payments of debt issuance costs

Net cash (used in)/provided by financing activities

Net cash used in financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Decrease in cash, cash equivalents and restricted cash

Increase/(decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

4 unchanged sentences

Non-cash investing and financing activities

Acquisition of long-lived assets through finance leases

Acquisition of equipment through increase in accounts payable, net

7 unchanged sentences

(“TTEC”, “the Company”;

pronounced “T-TEC”) is a global customer experience (“CX”) outsourcing partner for marquee and disruptive brands and public sector clients.

The Company designs, builds, and operates technology-enabled customer experiences across live interaction channels and provides data-driven digital solutions to help clients improve customer satisfaction and loyalty, increase customer revenue and profitability, and optimize overall cost to serve.

As of September 30, 2025, TTEC served approximately 660 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.

pronounced “T-TEC”) is a global customer experience (“CX”) technology and services outsourcing partner for marquee and disruptive brands and public sector clients.

The Company designs, builds, and operates AI-enabled customer experiences across live interaction channels and provides data-driven, AI-enabled digital solutions to help clients improve customer satisfaction and loyalty, increase customer revenue and profitability, and optimize overall cost to serve.

As of March 31, 2026, TTEC served approximately 750 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.

The Company operates and reports its financial results of operations through two business segments:

4 unchanged sentences

TTEC Digital serves clients across enterprise and small and medium-sized business segments and has a dedicated unit with government technology certifications serving the public sector.

• TTEC Engage provides the digitally enabled CX operational and managed services to support large, complex enterprise clients’ end-to-end customer interactions at scale across the world.

• TTEC Engage provides the digital first, AI-enabled CX operational and managed services to support large, complex enterprise clients’ end-to-end customer interactions at scale across the world.

Tailored to meet industry-specific business needs, this segment delivers data-driven omnichannel customer care, customer acquisition, growth, and retention services, tech support, fraud mitigation and back-office solutions.

The segment’s technology-enabled delivery model covers the entire solution lifecycle including associate recruitment, onboarding, training, delivery, workforce management and quality assurance.

The segment’s digital first delivery model covers the entire solution lifecycle including associate recruitment, onboarding, training, delivery, workforce management and quality assurance.

TTEC pursues its CX market leadership through strategic collaboration across TTEC Digital and TTEC Engage.

Together, TTEC’s ability to deliver comprehensive and transformational customer experience solutions to its clients is a marketplace differentiation, including integrated CX technology and service solutions, go-to-market strategies, and innovative offerings.

During the third quarter of 2025, the TTEC global operating platform delivered onshore, nearshore, and offshore services in 22 countries on six continents – the United States, Australia, Belgium, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, Honduras, India, Ireland, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Thailand, and the United Kingdom, with contributions from approximately 52,000 customer care associates, consultants, technologists, and CX professionals.

Together, TTEC’s ability to deliver comprehensive and transformational customer experience solutions to its clients is a marketplace differentiation, including integrated AI-enabled, CX technology and service solutions, go-to-market strategies, and innovative offerings.

During the first quarter of 2026, the TTEC global operating platform delivered onshore, nearshore, and offshore services in 21 countries on six continents – the United States, Australia, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, India, Ireland, Malaysia, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Thailand, and the United Kingdom, with contributions from approximately 47,200 customer care associates, consultants, technologists, and CX professionals.

Basis of Presentation

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The Company does not believe it is exposed to more than a nominal amount of credit risk in its derivative hedging activities, as the Company diversifies its activities across multiple investment-grade financial institutions.

As discussed in Note 10, the Company’s Credit Agreement includes a number of financial covenants and operating restrictions, failure to comply with which could result in a default under the Credit Agreement.

As discussed in Note 9, the Company’s Amended and Restated Credit Agreement, originally dated June 3, 2013 (the “Credit Agreement”), includes a number of financial covenants and operating restrictions, failure to comply with which could result in a default under the Credit Agreement.

On November 5, 2025, the Company entered into a Tenth Amendment (the “Tenth Amendment”) to the Credit Agreement, which extends the maturity date to November 23, 2027 and modifies certain other material terms of the Credit Facility, including the size of the facility, pricing, and certain covenants.

1 unchanged sentence

As of the issuance of these unaudited Consolidated Financial Statements, the Company believes it has sufficient cash on hand, positive working capital, and availability to access additional cash under the Credit Facility to meet its business operating requirements and make its capital expenditures and to continue to comply with the financial covenants under the Credit Agreement for the next 12 months from the issuance of these financial statements.

In the event that the Company does not remain in compliance with the financial covenants under the Credit Agreement, it may need to negotiate additional amendments to or waivers of the terms of such credit facilities, refinance its debt, reduce discretionary spending or raise additional capital.

The Company has the ability to reduce discretionary spending, if necessary, to maintain compliance with the financial covenants under the Credit Agreement.

In the event that the Company does not remain in compliance with such financial covenants, it may be required to negotiate additional amendments to, or waivers of, the terms of the Credit Facility, refinance its debt, or raise additional capital.

TTEC HOLDINGS, INC.

8 unchanged sentences

The adoption did not impact the Company’s consolidated balance sheet or income statement.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures” which relates to disclosures regarding a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses.

The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required.

The Company adopted the standard December 31, 2024, retrospectively to all periods presented in the financial statements.

The adoption resulted in the Company adding the required detailed segment information within the Company’s segment disclosure footnote.

Other Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures.

The ASU is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted.

The Company is evaluating the effect on its annual consolidated financial statement disclosures;

however, adoption is not expected to impact the Company’s consolidated balance sheets or income statements.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” in response to longstanding requests from investors for more information about an entity’s expenses, specifically categories of expenses such as (purchases of inventory, employee compensation, depreciation, and amortization, and depletion).

5 unchanged sentences

The Company is still evaluating the potential impact of the pronouncement.

(2) ACQUISITIONS AND DIVESTITURES

Certain Assets of Faneuil

On April 1, 2022 , the Company completed an asset acquisition through its subsidiary TTEC Government Solutions LLC, of certain public sector citizen experience contracts in the transportation infrastructure and healthcare exchange industries from Faneuil, Inc., a subsidiary of ALJ Regional Holdings, Inc.

(“the Faneuil Transaction”).

The acquired business is operated as part of the TTEC Engage segment and was fully consolidated into the financial statements of TTEC.

The Faneuil Transaction was recorded as a business combination under ASC 805, Business Combinations, with identifiable assets acquired and liabilities assumed recorded at their estimated fair values as of the acquisition date.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Total cash paid at the time of acquisition was $ 142.4 million.

The Faneuil Transaction included contingent payments that were based on the revenue and EBITDA performance of certain contracts with the value of the contingent payments to be determined.

During the second quarter of 2023, the contingent payment obligation was modified to a minimum payment of $ 7.4 million and a maximum payment of $ 10.4 million.

An initial payment of $ 7.4 million was completed in May 2023.

During 2023, a combined $ 3.0 million net expense was recorded related to fair value adjustments for the estimated contingent payment based on changes in estimated EBITDA, the timing of cash flows and market interest rate changes.

During 2024, a combined $ 1.5 million net gain was recorded related to fair value adjustments for the estimated contingent consideration payment based on changes in estimated EBITDA, the timing of cash flows and market interest rate changes.

These benefits (expenses) were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

The earn-out period was completed at the end of January 2025.

Based on final results, no final earn-out payment was required.

Assets Held for Sale

In the second quarter of 2024, the Company reclassified $ 29.4 million from Property, plant and equipment, net to Assets held for sale as the Company expected to sell its former headquarters building in Englewood, Colorado within the next twelve months, which consummated in the fourth quarter of 2024.

This included $ 16.7 million from leasehold improvements, $ 6.7 million from buildings, $ 5.9 million from land, and $ 0.1 million from other Property, plant and equipment categories.

These assets were allocated 85 % to the TTEC Engage segment and 15 % to the TTEC Digital segment.

Funds received were used to reduce the Company’s existing debt.

The Company ceased depreciation on the assets upon reclassification.

The estimated fair value less costs to sell the assets held for sale exceeded their carrying value as of the quarter ended June 30, 2024 and no impairment was considered necessary.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging” which was issued to more closely align hedge accounting with the economics of an entity’s risk management activities.

The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is still evaluating the potential impact of the pronouncement.

(2) SEGMENT INFORMATION

1 unchanged sentence

Each segment is led by a senior executive reporting to the CEO and the products and services sold are described below.

Resources are allocated and performance is assessed by our CEO, who holds the function of Chief Operating Decision Maker (“CODM”) for the purposes of these disclosures.

Resources are allocated and performance is assessed by the Company’s CEO, who holds the function of Chief Operating Decision Maker (“CODM”) for the purposes of these disclosures.

The CODM uses income from operations to assess the performance of each segment in the budgeting and forecasting process and when making decisions regarding allocating capital and personnel to the segments.

33 unchanged sentences

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Cost of services (exclusive of depreciation and amortization presented separately below) (1)

10 unchanged sentences

Notes to Consolidated Financial Statements

Three Months Ended September 30, 2024

Cost of services (exclusive of depreciation and amortization presented separately below) (1)

Selling, general and administrative

Depreciation and amortization

Other segment items (2)

Income from operations

Interest income

Interest expense

Other income (expense), net

Income before income taxes

Nine Months Ended September 30, 2025

Cost of services (exclusive of depreciation and amortization presented separately below) (1)

Selling, general and administrative

Depreciation and amortization

Other segment items (2)

Income from operations

Interest income

Interest expense

Other income (expense), net

Income before income taxes

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Cost of services (exclusive of depreciation and amortization presented separately below) (1)

10 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Capital Expenditures

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2025

March 31, 2026

December 31, 2025

The following table presents revenue based upon the geographic location where the services are provided (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

United States / Canada

2 unchanged sentences

Latin America

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3) SIGNIFICANT CLIENTS AND OTHER CONCENTRATIONS

The Company had one client that contributed in excess of 10% of total revenue for the nine months ended September 30, 2025;

The Company had one client that contributed in excess of 10% of total revenue for the three months ended March 31, 2026;

this client operates in the automotive industry and is included in the TTEC Engage segment.

This client contributed 10.8 % and 11.1 % of total revenue for the nine months ended September 30, 2025 and 2024, respectively.

This client contributed 11.4 % and 10.4 % of total revenue for the three months ended March 31, 2026 and 2025, respectively.

In addition, the Company has other clients with aggregate revenue exceeding $ 100 million annually and the loss of one or more of these clients could have a material adverse effect on the Company’s business, operating results, or financial condition.

1 unchanged sentence

these contracts have different durations and renewal dates and could have a revenue opportunity above the $100 million aggregate.

In the first quarter of 2024, one of our larger financial services clients notified us that it was exiting one of the lines of business that we support.

To limit the Company’s credit risk with its clients, management performs periodic credit evaluations, maintains allowances for credit losses and may require pre-payment for services from certain clients whose financial stability or payment practices raise concern.

Based on currently available information, management does not believe significant credit risk existed as of September 30, 2025 beyond what was already recognized.

Based on currently available information, management does not believe significant credit risk existed as of March 31, 2026 beyond what was already recognized.

Activity in the Company’s allowance for credit losses consists of the following (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Balance, beginning of period

1 unchanged sentence

Uncollectible receivables written-off

Effect of foreign currency

Balance, end of period

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Accounts Receivable Factoring Agreement

In the third quarter of 2024, the Company terminated its Uncommitted Receivables Purchase Agreement (“Agreement”) with BMO Bank, N.A.

(“Bank”, or “BMO”), under the terms of which the Company had the right to sell, on a revolving basis, U.S.

accounts receivables of certain clients at a discount to the Bank for cash on a limited recourse basis.

The sales of accounts receivable in accordance with the prior Agreement were reflected as a reduction of Accounts Receivable, net on the Consolidated Balance Sheets.

The Company retained no interest in the sold receivables but did retain all collection responsibilities on behalf of the Bank.

The discount on the accounts receivable sold was recorded within Other expense, net in the Consolidated Statements of Comprehensive Income (Loss).

The cash proceeds from the prior Agreement were included in the change in accounts receivable within the operating activities section of the Consolidated Statements of Cash Flow.

Goodwill consisted of the following (in thousands):

Acquisitions /

September 30,

The Company performs an annual goodwill impairment assessment on December 1 st , or more frequently, if indicators of impairment exist.

The Company also monitors its reporting units for any triggering events and performs qualitative assessments of impairment indicators.

During the Company’s annual impairment testing as of December 1, 2024, the Company identified all three reporting units, Engage, Digital Recurring and Digital Professional Services as being at risk for future impairment if projected operating results are not met or other inputs into the fair value measurement change.

The carrying value of Engage was $ 612.0 million at December 1, 2024, including approximately $ 73.0 million of goodwill.

Based on the Company’s assessment, the estimated fair value of the Engage reporting unit exceeded its carrying value by approximately 17 %.

If all assumptions are held constant, either a 6.4% increase in the discount rate or a 19.7% decrease in each year’s projected revenue over the forecast period would result in approximately a $ 103.0 million decrease in the estimated fair value of the Engage reporting unit.

Such a change in either of these assumptions individually would have resulted in the Engage reporting unit failing Step 1 of the goodwill impairment analysis on December 1, 2024.

The carrying value of Digital Recurring was $ 433.5 million at December 1, 2024, including approximately $ 310.2 million of goodwill.

Based on the Company’s assessment, the estimated fair value of the Digital Recurring reporting unit exceeded its carrying value by approximately 7 %.

If all assumptions are held constant, either a 1.7% increase in the discount rate or a 2.6% decrease in each year’s projected revenue over the forecast period would result in approximately a $ 30.0 million decrease in the estimated fair value of the Digital Recurring reporting unit.

Such a change in either of these assumptions individually would have resulted in the Digital Recurring reporting unit failing Step 1 of the goodwill impairment analysis on December 1, 2024.

As of December 1, 2025, the date of the annual impairment testing, the Company concluded that for the Engage and Digital Professional Services reporting units, resulting fair values were in excess of the respective carrying values and the goodwill for those reporting units was not impaired.

The resulting fair value of the Digital Recurring reporting unit decreased below its carrying value, which resulted in recording a $ 193.0 million noncash pre-tax impairment charge.

Recognition of this non-cash goodwill impairment charge resulted in a tax benefit that generated an incremental deferred tax asset of $ 12.4 million to the reporting unit’s carrying value.

Accordingly, the Company recorded an additional non-cash charge of $12.4 million to reduce the Company’s carrying value to its previously determined fair value in accordance with the applicable goodwill impairment guidance.

In total, a non-cash impairment loss of $ 205.4 million was recognized for the fourth quarter ended December 31, 2025.

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

During the Company’s annual impairment testing as of December 1, 2025, the Company identified one reporting unit, Digital Professional Services, as at risk for future impairment.

The carrying value of Digital Professional Services was $ 228.8 million at December 1, 2025, including approximately $ 189.7 million of goodwill.

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The estimate of fair value was based on generally accepted valuation techniques and information available at the date of the assessment, which incorporated management’s assumptions about expected revenues, future cash flows and available market information for comparable companies.

Outside of our annual impairment testing process, the Company monitors its reporting units for any triggering events while also performing qualitative assessments of impairment indicators.

During the third quarter of 2025, the Company concluded there were no triggering events and completed its qualitative assessment of impairment indicators, which included, among other things, an assessment of changes in macroeconomic conditions, comparison of the actual results to those forecasted in the most recent annual impairment test and performing sensitivity analysis on key assumptions.

Outside of the Company’s annual impairment testing process, the Company monitors its reporting units for any triggering events while also performing qualitative assessments of impairment indicators.

During the first quarter of 2026, the Company concluded there were no triggering events and completed its qualitative assessment of impairment indicators, which included, among other things, an assessment of changes in macroeconomic conditions, comparison of the actual results to those forecasted in the most recent annual impairment test and performing sensitivity analysis on key assumptions.

(5) DERIVATIVES

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Conversely, the fair value of derivative liabilities reflects the Company’s creditworthiness.

As of September 30, 2025, the Company has not experienced, nor does it anticipate, any issues related to derivative counterparty defaults.

As of March 31, 2026, the Company has not experienced, nor does it anticipate, any issues related to derivative counterparty defaults.

All derivative financial instruments are reported at gross fair value and recorded in Prepaids and other current assets, Other long-term assets, Other current liabilities, and Other long-term liabilities in the accompanying Consolidated Balance Sheets as applicable for each period end.

3 unchanged sentences

Fair Value of Derivative Instruments

The fair value and location of derivatives in the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30, 2025

The fair value and location of derivatives in the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31, 2026

Not Designated

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Notes to Consolidated Financial Statements

The Company’s foreign exchange cash flow hedging instruments as of September 30, 2025 and December 31, 2024 are summarized as follows (amounts in thousands).

The Company’s foreign exchange cash flow hedging instruments as of March 31, 2026 and December 31, 2025 are summarized as follows (amounts in thousands).

All hedging instruments are forward contracts.

As of September 30, 2025

As of March 31, 2026

Philippine Peso

December 2026

February 2027

Colombian Peso

2 unchanged sentences

December 2026

Colombian Peso

(1) Includes contracts to purchase Philippine pesos in exchange for New Zealand dollars and Australian dollars, which are translated into equivalent U.S.

dollars on September 30, 2025 and December 31, 2024.

The amounts and location of gains and losses on Cash Flow Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

dollars on March 31, 2026 and December 31, 2025.

The amounts and location of gains and losses on Cash Flow Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three Months Ended March 31,

Foreign Exchange Cash Flow Hedges, effective:

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(1) As a result of the valuation allowance recorded in Q2 2024 against the Company’s U.S.

Deferred Tax Assets, there is no tax impact recognized in Other comprehensive income (loss) for unrealized foreign exchange cash flow hedge gains or losses in 2025.

The activity related to the change in net unrealized gains and losses on the cash flow hedges included in “Accumulated other comprehensive income (loss)” in our unaudited consolidated statements of stockholders’ equity is presented in Note 12.

Deferred Tax Assets, there is no tax impact recognized in Other comprehensive income (loss) for unrealized foreign exchange cash flow hedge gains or losses.

The activity related to the change in net unrealized gains and losses on the cash flow hedges included in “Accumulated other comprehensive income (loss)” in the Company’s unaudited consolidated statements of stockholders’ equity is presented in Note 11.

Fair Value Hedges

3 unchanged sentences

Notes to Consolidated Financial Statements

The Company’s volume of foreign exchange fair value derivative contracts as of September 30, 2025 and December 31, 2024 are summarized as follows (in thousands):

As of September 30, 2025 (2)

The Company’s volume of foreign exchange fair value derivative contracts as of March 31, 2026 and December 31, 2025 are summarized as follows (in thousands):

As of March 31, 2026 (2)

Australian Dollar

2 unchanged sentences

New Zealand Dollar

(2) All fair value hedges are short-term and matured in October 2025 .

(2) All fair value hedges are short-term and matured in April 2026 .

As of December 31, 2025 (3)

Australian Dollar

Canadian Dollar

British Pound

1 unchanged sentence

(3) All fair value hedges are short-term and matured in January 2026 .

The amounts and location of before tax gains and losses on Fair Value Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024, respectively, were as follows (in thousands):

Three Months Ended September 30,

Not Designated as Hedging Instruments

Derivative contract type:

Foreign Exchange

Derivative classification:

Amount and location of net gain or (loss) recognized in the Consolidated Statement of Comprehensive Income (Loss):

Other income (expense), net

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine Months Ended September 30,

Not Designated as Hedging Instruments

Derivative contract type:

Foreign Exchange

Derivative classification:

Amount and location of net gain or (loss) recognized in the Consolidated Statement of Comprehensive Income (Loss):

The amounts and location of before tax gains and losses on Fair Value Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025, respectively, were as follows (in thousands):

Three Months Ended March 31,

Foreign Exchange Fair Value Derivatives, not designated as Hedging Instruments:

Other income (expense), net

4 unchanged sentences

The three levels of inputs used to measure fair value are as follows:

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Level 1 — Quoted prices in active markets for identical assets or liabilities.

2 unchanged sentences

This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The following presents information as of September 30, 2025 and December 31, 2024 for the Company’s assets and liabilities required to be measured at fair value on a recurring basis, as well as the fair value hierarchy used to determine their fair value.

The following presents information as of March 31, 2026 and December 31, 2025 for the Company’s assets and liabilities required to be measured at fair value on a recurring basis, as well as the fair value hierarchy used to determine their fair value.

Accounts Receivable and Payable - The amounts recorded in the accompanying balance sheets approximate fair value because of their short-term nature.

3 unchanged sentences

Debt - The Company’s debt consists primarily of the Company’s Credit Facility, which permits floating-rate borrowings based upon the current Prime Rate or SOFR plus a credit spread as determined by the Company’s leverage ratio calculation (in each case as defined in the Credit Agreement discussed in Note 9).

As of September 30, 2025 and December 31, 2024, the Company had $ 882.5 million and $ 975.0 million, respectively, of borrowings outstanding under the Credit Facility.

During the third quarter of 2025 outstanding borrowings accrued interest at an average rate of 6.6 % per annum, excluding unused commitment fees.

As of March 31, 2026 and December 31, 2025, the Company had $ 889.0 million and $ 905.0 million, respectively, of borrowings outstanding under the Credit Facility.

During the first quarter of 2026 outstanding borrowings accrued interest at an average rate of 6.9 % per annum, excluding unused commitment fees.

The amounts recorded in the accompanying Balance Sheets approximate fair value due to the variable nature of the debt based on Level 2 inputs.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Derivatives - Net derivative assets (liabilities) are measured at fair value on a recurring basis.

The portfolio is valued using models based on market observable inputs, including both forward and spot foreign exchange rates, interest rates, implied volatility, and counterparty credit risk, including the ability of each party to execute its obligations under the contract.

As of September 30, 2025, credit risk did not materially change the fair value of the Company’s derivative contracts.

The following is a summary of the Company’s fair value measurements for its net derivative assets (liabilities) as of September 30, 2025 and December 31, 2024 (in thousands):

As of September 30, 2025

As of March 31, 2026, credit risk did not materially change the fair value of the Company’s derivative contracts.

The following is a summary of the Company’s fair value measurements for its net derivative assets (liabilities) as of March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

Fair Value Measurements Using

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Total net derivative asset (liability)

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As of December 31, 2025

7 unchanged sentences

Total net derivative asset (liability)

The following is a summary of the Company’s fair value measurements as of September 30, 2025 and December 31, 2024 (in thousands):

As of September 30, 2025

The following is a summary of the Company’s fair value measurements as of March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

Fair Value Measurements Using

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Total liabilities

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As of December 31, 2025

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The deferred compensation asset represents the combined fair value of all the funds based on quoted values and market observable inputs.

Contingent Consideration - The Company recorded contingent consideration payable related to the acquisition of Faneuil that closed in 2022.

The contingent payables for Faneuil were calculated using a Monte Carlo simulation including a discount rate of 19.3 %.

The measurements were based on significant inputs not observable in the market.

The Company records interest expense each period using the effective interest method until the future value of these contingent payments reaches the expected total future value.

During 2022 and 2023, fair value adjustments of a $ 2.9 million benefit and a $ 3.0 million expense, respectively, were recorded related to fair value adjustments of the estimated contingent payments associated with the Faneuil acquisition based on updated discount factors, the passage of time, updated EBITDA estimates and a modification to the agreement (see Note 2) for one contract, and a complete reduction for the second contract as it was not awarded to the Company.

During 2024, a fair value adjustment of a $ 1.5 million benefit was recorded related to fair value adjustments of the estimated contingent payments associated with the Faneuil acquisition based on updated discount factors, the passage of time, and updated EBITDA estimates.

The fair value adjustment benefits(expenses) were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

As of December 31, 2024, the contingent consideration payment was accrued at $ 0.0 million.

The earn-out period was completed at the end of January 2025.

Based on final results, no final earn-out payment was required.

TTEC HOLDINGS, INC.

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Assumptions included the amount and timing of estimated future cash flows and assumed discount rates.

During the three months ended September 30, 2025 and 2024, TTEC Digital recognized impairment losses related to leasehold improvements assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.0 million and $ 0.4 million, respectively.

During the nine months ended September 30, 2025 and 2024, TTEC Digital recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.2 million and $ 2.9 million, respectively.

During the three months ended September 30, 2025 and 2024, TTEC Engage recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.4 million and $ 4.3 million, respectively.

During the nine months ended September 30, 2025 and 2024, TTEC Engage recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 1.7 million and $ 5.1 million, respectively.

During both the three months ended March 31, 2026 and 2025, TTEC Digital recognized insignificant impairment losses related to leasehold improvements assets, right of use lease assets, capitalized software and certain computer equipment.

During the three months ended March 31, 2026 and 2025, TTEC Engage recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.5 million and $ 0.7 million, respectively.

(8) INCOME TAXES

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Based on the weight of all available evidence, both positive and negative, the Company records a valuation allowance against deferred tax assets when it is more-likely-than-not that a future tax benefit will not be realized.

The Company’s selection of an accounting policy with respect to both the global intangible low taxed foreign income (“GILTI”) and base erosion and anti-abuse tax (“BEAT”) rules is to compute the related taxes in the period the entity becomes subject to either GILTI or BEAT.

The Company’s selection of an accounting policy with respect to both the Net CFC Tested Income (“NCTI”) and base erosion and anti-abuse tax (“BEAT”) rules is to compute the related taxes in the period the entity becomes subject to either NCTI or BEAT.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.

The Company has evaluated the provisions of the new law and determined there was no material impact on the Company’s consolidated financial statements.

At the end of each interim period, we are required to estimate our annual effective tax rate for the fiscal year and to use that rate to provide for income taxes for the current year-to-date reporting period.

At the end of each interim period, the Company is required to estimate its annual effective tax rate for the fiscal year and to use that rate to provide for income taxes for the current year-to-date reporting period.

The Company’s 2026 estimated annual effective tax rate of 25.5 %, before discrete items, is driven by the distribution of forecasted income between the U.S.

and international tax jurisdictions, earnings in international jurisdictions currently under an income tax holiday, and the impact of valuation allowances in the United States and several other jurisdictions.

The Company’s effective tax rate for the nine months ended September 30, 2025 was 189.9 %.

The Company’s effective tax rate for the three months ended March 31, 2026 was 297.6 %.

This rate was the result of the jurisdictional mix of year-to-date income, foreign currency gains and losses and the impact of the exclusion of losses related to entities with a full valuation allowance.

The Company’s U.S.

income tax returns filed for the tax years ending December 31, 2020 to present, remain open tax years .

The Company has been notified of the intent to audit or is currently under audit with respect to income taxes for the Philippines for tax year 2024 , Canada for tax year 2021 , and India for tax years 2017 through 2023 .

Although the outcome of examinations by taxing authorities are always uncertain, it is the opinion of management that the resolution of these audits will not have a material effect on the Company’s Consolidated Financial Statements.

TTEC HOLDINGS, INC.

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Notes to Consolidated Financial Statements

The Company’s U.S.

income tax returns filed for the tax years ending December 31, 2017, December 31, 2018, and from December 31, 2020 to present, remain open tax years .

The Company has been notified of the intent to audit or is currently under audit with respect to income taxes for the United States for tax year 2017 and 2018 , the Philippines for tax years 2021 to 2023 , Canada for tax year 2021 , and India for tax years 2017 through 2023 .

The Organization for Economic Co-operation and Development (OECD), supported by 140 of their member countries, have agreed to implement a minimum 15 % tax rate on certain multinational enterprises and have released model guidance.

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The Company does not expect the adoption of the Pillar 2 framework to have a material impact on its effective tax rate and the Company continues to evaluate additional guidance released by the OECD, along with the pending and adopted legislation in each of the countries in which it operates.

When there is a change in judgment concerning the recovery of deferred tax assets in future periods, a valuation allowance is recorded into earnings during the quarter in which the change in judgment occurred.

During the first, second and third quarters of 2024, a $ 3.0 million, $ 81.1 million and a $ 1.7 million net valuation allowance was recorded, respectively, for assets that are not expected to be recovered in future periods.

No new valuation allowances have been recorded in 2025.

The Company has been granted “Tax Holidays” as an incentive to attract foreign investment by the governments of the Philippines and Honduras.

The Company has been granted “Tax Holidays” as an incentive to attract foreign investment by the governments of the Philippines.

Generally, a Tax Holiday is an agreement between the Company and a foreign government under which the Company receives certain tax benefits in that country, such as exemption from taxation on profits derived from export-related activities.

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These incentives have varying benefit year over year and expire at various times beginning in 2031.

The aggregate benefit to income tax expense for the three months ended September 30, 2025 and 2024 was approximately $ 0.6 million and $ 0.7 million, respectively, which had an impact on diluted net income per share of $ 0.01 and $ 0.02 , respectively.

The aggregate benefit to income tax expense for the nine months ended September 30, 2025 and 2024 was approximately $1.8 million and $2.1 million, respectively, which had an impact on diluted net income per share of $0.03 and $0.04, respectively.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The aggregate benefit to income tax expense for the three months ended March 31, 2026 and 2025 was approximately $ 0.6 million and $ 0.6 million, respectively, which had an impact on diluted net income per share of $ 0.01 and $ 0.01 , respectively.

(9) COMMITMENTS AND CONTINGENCIES

Credit Facility

On November 5, 2025 , the Company entered into the Tenth Amendment, which extends the maturity date to November 23, 2027 (the “New Maturity Date”) and modifies certain other material terms of the Credit Facility, including the size of the facility, pricing and certain covenants.

The aggregate revolving commitment is reduced from $1.2 billion to $ 1.05 billion, with further reductions of $25 million each on April 1, 2026 and July 1, 2026 .

The letter of credit sublimit is reduced from $100 million to $50 million .

On November 5, 2025 , the Company entered into the Tenth Amendment, which extended the maturity date to November 23, 2027 (the “New Maturity Date”) and modified certain other material terms of the Credit Facility, including the size of the facility, pricing and certain covenants.

The aggregate revolving commitment was reduced from $1.2 billion to $ 1.05 billion, with further reductions of $25 million each on April 1, 2026 and July 1, 2026 .

The letter of credit sublimit was reduced from $100 million to $50 million .

Base rate loans bear interest at a rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) SOFR in effect on such day plus 1.0%.

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Dollars) bear interest at rates applicable to their respective currencies.

A one-time extension fee of 1.5% of the aggregate revolving credit commitment is payable if the Credit Facility is still in effect on October 1, 2026 .

Limits on certain indebtedness, liens, investments and mergers are reduced by 50%, while acquisitions and restricted payments (subject to limited exceptions) are reduced by 100%.

Certain other uses of cash are also restricted, subject to limited exceptions.

A one-time extension fee of 1.5% of the aggregate revolving credit commitment will be payable if the Credit Facility is still in effect on October 1, 2026 .

Limits on certain indebtedness, liens, investments and mergers were reduced by 50%, while acquisitions and restricted payments (subject to limited exceptions) were reduced by 100%.

Certain other uses of cash were also restricted, subject to limited exceptions.

The period during which certain covenant adjustments apply are as of March 31, 2026 and June 30, 2026.

The maximum net leverage ratio steps down from the currently permitted 4.00 to 3.00 by Q3 2027 (TTEC’s Q1 2026 net leverage ratio is 3.77 ).

The upfront fee payable to consenting lenders is 20 basis points of the revolving credit commitment .

On August 8, 2024 , the Company entered into a Ninth Amendment to the Credit Agreement (the “Ninth Amendment”) to, among other things, provide for less restrictive financial covenants in respect of the leverage ratio and the interest coverage ratio for the period beginning with the third quarter of 2024 through the first quarter of 2026 (the “Covenant Adjustment Period”).

Specifically, the revisions permit a maximum leverage ratio of up to 5.15 to 1.00 and a minimum interest coverage ratio of not less than 2.00 to 1.00 as of the end the third quarter of 2024, with such levels gradually becoming more restrictive during subsequent quarters of the Covenant Adjustment Period and returning to a leverage ratio of 3.50 to 1.00 as of the end of the first quarter of 2026.

Pursuant to the Ninth Amendment, the Company agreed to permanently reduce the total lenders’ commitment from $1.3 billion to $ 1.2 billion and to provide certain additional assets as collateral, with the effect that the facility is now secured by substantially all personal property assets of the Company and its subsidiaries.

In addition, the Company agreed to certain other changes, including, among others, (i) increased pricing on borrowings and increased facility fees, in each case, determined according to the Company’s leverage ratio, (ii) more restrictive limitations in respect of debt, liens, investments, acquisitions, asset sales and restricted payments, and (iii) requirements to apply certain equity and debt issuances and asset sale proceeds to the prepayment of the facility and permanent reduction of the total facility commitment amount.

On February 26, 2024 , the Company entered into an Eighth Amendment to the Credit Agreement to increase the net leverage ratio covenant, the lenders’ commitment fee rate and margin for a period starting with the quarter ending March 31, 2024 through the quarter ending March 31, 2025, from the current 3.5 to 1 to between 4.0 to 1 and 4.5 to 1, as may be applicable in different quarters;

and to reduce the total lenders’ commitment from $1.5 billion to $ 1.3 billion.

The upfront fee payable to consenting lenders was 20 basis points of the revolving credit commitment .

Letter of credit fees are one eighth of 1% of the stated amount of the letter of credit on the date of issuance, renewal or amendment, plus an annual fee equal to the borrowing margin for SOFR loans.

Failure to comply with the financial covenants and operating restrictions set forth in the Credit Agreement could result in a default.

The Company has the ability to reduce discretionary spending, if necessary, to maintain compliance with the financial covenants under the Credit Agreement.

In the event the Company does not remain in compliance with such financial covenants, it may be required to negotiate additional amendments to, or waivers of, the terms of Credit Facility, refinance its debt, or raise additional capital.

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

The Credit Agreement includes a number of financial covenants and operating restrictions and failure to comply with them could result in a default under the Credit Agreement.

In the event the Company does not remain in compliance with the financial covenants under the Credit Agreement, it may need to negotiate additional amendments to or waivers of the terms of such Credit Agreement, refinance its debt, or raise additional capital.

As of September 30, 2025 and December 31, 2024, the Company had borrowings of $ 882.5 million and $ 975.0 million, respectively, under its Credit Facility, and its average daily utilization was $ 993.9 million and $ 1,047.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Based on the level of availability per the covenant calculations as of September 30, 2025, the Company’s remaining borrowing capacity was approximately $ 190 million.

As of September 30, 2025, the Company was in compliance with all covenants and conditions under its Credit Agreement .

As of March 31, 2026 and December 31, 2025, the Company had borrowings of $ 889.0 million and $ 905.0 million, respectively, under its Credit Facility, and its average daily utilization was $ 937.9 million and $ 1,042.8 million for the three months ended March 31, 2026 and 2025, respectively.

Based on the level of availability per the covenant calculations as of March 31, 2026, the Company’s remaining borrowing capacity was approximately $ 50.0 million.

As of March 31, 2026, the Company was in compliance with all covenants and conditions under its Credit Agreement .

Letters of Credit

As of September 30, 2025, outstanding letters of credit under the Credit Facility totaled $ 5.2 million.

As of September 30, 2025, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled $ 0.3 million.

As of March 31, 2026, outstanding letters of credit under the Credit Facility totaled $ 0.1 million.

As of March 31, 2026, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled zero .

Indebtedness under the Credit Agreement is guaranteed by the Company’s present and future subsidiaries.

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(10) DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Revenue recognized for the nine months ended September 30, 2025 from amounts included in deferred revenue as of December 31, 2024 was $ 59.8 million.

Revenue recognized for the nine months ended September 30, 2024 from amounts included in deferred revenue as of December 31, 2023 was $ 74.1 million.

Prior period amounts have been adjusted to correct for identified errors in the calculation of deferred revenue recognized for the nine months ended September 30, 2024.

Revenue recognized for the three months ended March 31, 2026 from amounts included in deferred revenue as of December 31, 2025 was $ 30.2 million.

Revenue recognized for the three months ended March 31, 2025 from amounts included in deferred revenue as of December 31, 2024 was $ 31.3 million.

Remaining performance obligations (“RPO”) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.

The Company’s RPO excludes performance obligations from on-demand arrangements as there are no minimum purchase commitments associated with these arrangements, and certain time and materials contracts that are billed in arrears.

As of March 31, 2026, the Company’s RPO was $ 325.9 million, which will be delivered and recognized within the next five years .

The Company expects to recognize approximately 59 % of the RPO over the next 12 months , 26 % of the RPO over the subsequent 13 to 24 months, and the remainder thereafter.

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

As of September 30, 2025, the Company’s RPO was $ 392.4 million, which will be delivered and recognized within the next six years .

The Company expects to recognize approximately 61 % of the RPO over the next 12 months , 24 % of the RPO over the subsequent 13 to 24 months, and the remainder thereafter.

(11) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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Net current period other comprehensive income (loss)

Accumulated other comprehensive income (loss) at September 30, 2024

Accumulated other comprehensive income (loss) at March 31, 2025

Accumulated other comprehensive income (loss) at December 31, 2025

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Net current period other comprehensive income (loss)

Accumulated other comprehensive income (loss) at September 30, 2025

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Accumulated other comprehensive income (loss) at March 31, 2026

The following table presents the classification and amount of the reclassifications from Accumulated other comprehensive income (loss) to the Statement of Comprehensive Income (Loss) (in thousands):

For the Three Months Ended September 30,

Comprehensive Income

(Loss) Classification

Derivative valuation

Gain on foreign currency forward exchange contracts

Provision for income taxes

Net income (loss)

Actuarial loss on defined benefit plan

Cost of services

Gain on liquidation

Other income (expense), net

Provision for income taxes

Net income (loss)

For the Nine Months Ended September 30,

For the Three Months Ended

Comprehensive Income

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Net income (loss)

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(12) WEIGHTED AVERAGE SHARE COUNTS

The following table sets forth the computation of basic and diluted shares for the periods indicated (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Shares used in basic earnings per share calculation

4 unchanged sentences

Shares used in dilutive earnings per share calculation

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the three months ended September 30, 2025 and 2024, there were 2.8 million and 3.2 million outstanding Restricted Stock Units (“RSUs”), respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive.

For the nine months ended September 30, 2025 and 2024, there were 3.2 million and 2.6 million outstanding RSUs, respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive.

For the three months ended March 31, 2026 and 2025, there were 2.3 million and 2.5 million outstanding Restricted Stock Units (“RSUs”), respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive.

(13) EQUITY-BASED COMPENSATION PLANS

All equity-based awards to employees are recognized in the Consolidated Statements of Comprehensive Income (Loss) at the fair value of the award on the grant date.

The following tables present the total equity-based compensation expense for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,

Equity-based compensation expense recognized in Cost of services

Equity-based compensation expense recognized in Selling, general and administrative

Total equity-based compensation expense

Nine Months Ended September 30,

The following tables present the total equity-based compensation expense for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Equity-based compensation expense recognized in Cost of services

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Restricted Stock Unit Grants

During the three months ended September 30, 2025 and 2024, the Company granted 205,694 and 250,913 RSUs, respectively.

During the nine months ended September 30, 2025 and 2024, the Company granted 742,853 and 3,357,210 RSUs, respectively, to new and existing employees, which vest over three to five years .

The Company recognized compensation expense related to RSUs of $ 3.1 million and $ 4.3 million for the three months ended September 30, 2025 and 2024, respectively.

The Company recognized compensation expense related to RSUs of $ 10.4 million and $ 15.2 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there was approximately $ 18.5 million of total unrecognized compensation cost (including the impact of expected forfeitures) related to RSUs granted under the Company’s equity plans.

During the three months ended March 31, 2026 and 2025, the Company granted 275,378 and 116,188 RSUs, respectively, to new and existing employees, which vest over three to five years .

The Company recognized compensation expense related to RSUs of $ 2.8 million and $ 3.3 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was approximately $ 13.2 million of total unrecognized compensation cost (including the impact of expected forfeitures) related to RSUs granted under the Company’s equity plans.

TTEC HOLDINGS, INC.

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For the 2022 ordinary course annual PRSUs, no shares were issued in March 2025 as defined minimum targets were not met.

For the one-time stretch financial goals PRSUs, if defined minimum targets at TTEC Engage and TTEC Digital business segments’ levels are met, the Company will issue between 0.0 million and 0.5 million PRSUs that will vest immediately in March 2026.

If the defined minimum targets are not met, then no shares will be issued.

The number of shares awarded will be based on the TTEC Engage and TTEC Digital business segments’ annual revenue and adjusted EBITDA for fiscal year 2025.

The Company did not recognize any compensation expense related to these awards for the three and nine months ended September 30, 2025, as they were not deemed probable of being achieved.

During 2023, the Company awarded PRSUs to senior executives that are subject to service and performance vesting conditions.

If defined minimum targets are met, the Company will issue PRSUs with an annual value between zero and $ 8.9 million that will vest in 2026.

If the defined minimum targets are not met, then no PRSUs will be issued.

The number of PRSUs awarded will be based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2025.

Expense for these awards began at the start of the requisite service period, beginning January 1, 2025.

The Company did not recognize any compensation expense related to these awards for the three and nine months ended September 30, 2025, as they were not deemed probable of being achieved.

For the one-time stretch financial goals PRSUs, no shares were issued in March 2026 as defined minimum targets were not met.

During 2023, the Company awarded PRSUs to senior executives that were subject to service and performance vesting conditions.

If defined minimum targets were met, the annual value of the PRSUs issued would have been between zero and $ 8.9 million and the PRSUs would have vested in 2026.

If the defined minimum targets were not met, then no shares would be issued.

The number of shares awarded would have been based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2025.

For the 2023 PRSUs, no shares were issued in March 2026 as defined minimum targets were not met.

During the fourth quarter of 2024, the Company awarded PRSUs to senior executives that are subject to service and performance vesting conditions.

If defined minimum targets are met, the Company will issue PRSUs with an annual value between zero and $ 4.0 million that will vest in 2027.

If defined minimum targets are met, the annual value of the PRSUs will be between zero and $ 4.0 million and the PRSUs will vest in 2027.

If the defined minimum targets are not met, then no PRSUs will be issued.

The number of PRSUs awarded will be based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2026 and on TTEC Digital’s annual revenue and adjusted EBITDA for fiscal year 2026.

Expense for these awards will begin at the start of the requisite service period, beginning January 1, 2026.

The Company did not recognize any compensation expense related to these awards for the three months ended March 31, 2026, as they were not deemed probable of being achieved.

(14) NON-QUALIFIED DEFERRED COMPENSATION PLAN

The Company maintains a non-qualified deferred compensation plan for executive officers and other eligible employees that permits such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment (the “NQ Deferred Compensation Plan”).

The plan allows for deferral of up to 75 % of a participant’s base salary, bonus, commissions, and any amounts that U.S.

5 unchanged sentences

The Company manages the risk of changes in the fair value of the liability for deferred compensation by electing to match its liability under the plan with investment vehicles that offset a portion of its exposure including a Company owned life insurance policy held in a rabbi trust.

In the fourth quarter of 2024 the Company suspended additional deferrals into the Plan for 2025 and until further notice.

In the fourth quarter of 2024 the Company suspended additional deferrals into the Plan until further notice.

TTEC HOLDINGS, INC.

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Tuchman, Chairman and Chief Executive Officer of the Company, has an indirect 100 % beneficial ownership interest in Avion and Airmax.

During the nine months ended September 30, 2025 and 2024, the Company expensed $ 0.5 million and $ 0.3 million, respectively, to Avion and Airmax for services provided to the Company.

There was $ 73 thousand in payments due and outstanding to Avion and Airmax as of September 30, 2025.

Michelle Swanback, former President of the Company, whose resignation was effective on December 31, 2024, is a member of the board of directors of Willis (NYSE:

WTW) (fka “WTW” and “Willis Towers Watson”), that provides compensation consulting and insurance brokerage services to the Company.

During the nine months ended September 30, 2024, the Company expensed $ 2.3 million for these services.

During the three months ended March 31, 2026 and 2025, the Company expensed $ 0.3 million and $ 0.2 million, respectively, to Avion and Airmax for services provided to the Company.

There was $ 79 thousand in payments due and outstanding to Avion and Airmax as of March 31, 2026.

In 2025, the Company entered into service agreements with Mantucket Capital Management Corporation (“Mantucket”) to provide staff augmentation and cloud migration services.

Tuchman, Chairman and Chief Executive Officer of the Company, beneficially owns 100 % of the equity of Mantucket.

During the three months ended March 31, 2026, the Company recognized revenue under these agreements of $ 0.1 million.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

Important factors that could cause our actual results to differ materially from those indicated in the forward looking statements include, among others, the risks related to our business operations, our strategy and our industry, including the risks related to our strategic execution in a competitive market, our ability to innovate and introduce technologies that are sufficiently disruptive to allow us to maintain and grow our market share such as the effective adoption of artificial intelligence into our solutions, revenue risks specific to client concentration in our TTEC Engage business segment, risks specific to our technology partners in our TTEC Digital business segment and to the impact on our business due to TTEC Digital’s clients’ transition to public cloud and SaaS solutions, risks specific to our remote delivery model, risks specific to our ability to recruit and retail labor at the right price point to meet changing business demands risks specific to operational controls and employee fraud, risks related to the accuracy of client forecasting, risks arising from our long sales cycles and lead time to revenue, risks specific to the inherent conflict between necessary cost containment and the need for investment to support new offerings in a competitive market, risks tied to our ability to meet our clients’ geographic footprint expansions, operational risks that arise from events outside of our control, risks inherent in M&A activity, risks of our financial operations, including risks related to our leverage and debt service obligations, risks specific to our cost containment measures, risks specific to restrictions on our operations built into our credit facility, risks to our profitability due to inflationary pressures on our delivery costs that cannot be passed on to clients, impact on our profitability due to contract terms typical in our industry, risks to profitability due to contractual risk transfer for things we cannot always control or insure against, foreign currency exchange risks, changes in income tax rates, interpretations of transfer pricing arrangements, uncertainties tied to goodwill, assets and strategic investments’ impairments, risks related to our use of technology and third party services, including possible disruption to our information technology systems, cybersecurity events and unauthorized data access, reliance on communication and utility services provided by third parties, risks specific to use of AI technologies, and the growing reliance on third parties for data, cloud and SaaS services, risks specific to legal and regulatory matters that impact our business, including uncertainty and inconsistency in privacy and data protection laws, the high cost of compliance with such laws, high cost and reputational damage of wage and hour and ERISA class action lawsuits, uncertainty in AI regulatory environments, risks specific to IP protection and infringement, and our ability to timely secure and maintain licenses needed to support certain regulated lines of business, risks specific to operations outside of the U.S.

and in jurisdictions where we have limited experience, risks related to government shutdowns, and risks related to the ownership of our common stock, including risks related to the termination of the proposal to take the company private, risks inherent in our capital structure, our controlling shareholder risk, risks related to the price and trading volumes of our common stock being affected by factors that we cannot fully impact or control, risks inherent in our dividend and stock repurchase policies, risks specific to being a Delaware corporation and provisions in our charter

documents that may discourage, delay or prevent change in control events, potentially depressing the price of our common stock, and the fact that our chairman and chief executive officer has control over matters requiring shareholder action potentially impacting our stock price and making it less attractive to investors.

Our forward-looking statements speak only as of the date that this report is filed with the United States Securities and Exchange Commission (“SEC”).

Important factors that could cause our actual results to differ materially from those indicated in the forward looking statements include, among others, risks related to our strategic execution in a competitive market, our ability to innovate and introduce technologies that are sufficiently disruptive to allow us to maintain and grow our market share such as the effective adoption of artificial intelligence into our solutions, our leverage and debt service obligations related risks, risks specific to the terms of our credit facility, risks related to the financial and operating restrictions built into our credit agreement, risks related to the changes in client service demands and the level of effort and capacity forecasting, risks related to our cost containment efforts, risks specific to outsourcing trends and the prices that clients are willing to pay to outsource services that we provide, uncertainties tied to goodwill, assets and strategic investment impairments, risks inherent in M&A activity, revenue risks specific to client concentration in our TTEC Engage business segment, risks specific to our technology partners in our TTEC Digital business segment and to the impact on our business due to TTEC Digital clients’ transition to public cloud and SaaS solutions, risks specific to our public sector business, risks specific to our clients seeking to transfer to us risks related to cybersecurity, data privacy and emerging technologies that we cannot control or mitigate, risks specific to our remote delivery model, risks specific to our ability to recruit and retail labor at the right price point to meet changing business demands, risks specific to our operational controls and employee misconduct, risks arising from our long sales cycles and lead time to revenue, risks tied to our ability to meet our clients’ geographic footprint expansions, operational risks that arise from events outside of our control, risks specific to cost and availability of labor, telecommunication services and energy that cannot be passed on to clients, risks tied to contracting terms typical in our industry that lead to revenue volatility and impact profitability, risks related to disruption to our information technology systems, cybersecurity events and unauthorized data access, reliance on communication and utility services provided by third parties, risks specific to use of AI technologies in our client offerings and in how we run our business, and our growing reliance on third parties for data, cloud and SaaS services, risks specific to uncertainties and inconsistencies in privacy, data protection and AI oversight laws, the high cost of compliance with such laws and business impacts if we fail to comply, high cost and reputational damage of wage and hour, ADA, and ERISA class action lawsuits, risks specific to the uncertainties in AI regulatory environments, risks specific to IP protection and infringement, risks inherent in the changes in income tax rates, ability to timely secure and maintain licenses needed to support certain regulated lines of business, and risks specific to the interpretations of transfer pricing arrangements, risks specific to our operations outside of the U.S., risks inherent in our geographic concentration in certain markets where weather and regulatory environment may represent significant challenges, risks inherent in our capital structure, our controlling shareholder risk, risks related to the

price and trading volumes of our common stock being affected by factors that we cannot fully impact or control, risks inherent in our dividend and stock repurchase policies, risks specific to being a Delaware company and provisions in our charter documents that may discourage, delay or prevent change in control events potentially depressing the price of our common stock, risks arising from the fact that we are asking our stockholders to approve redomestication of the Company from Delaware to Texas as disclosed in our proxy statement for our 2026 annual meeting of stockholders, filed with the United States Securities and Exchange Commission (“SEC”) on April 10, 2026, and the fact that our chairman and chief executive officer has control over matters requiring shareholder action potentially impacting our stock price and making it less attractive to investors.

Our forward-looking statements speak only as of the date that this report is filed with the SEC.

We undertake no obligation to update them, except as may be required by applicable law.

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You should, however, consult any subsequent disclosures we make in our filings with the SEC on Forms 10-Q or 8-K.

Although we believe that our forward-looking statements are reasonable, they depend on many factors outside of our control and we can provide no assurance that they will prove to be correct.

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-Q

Item 1. Financial Statements