What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-07 · 234 added, 128 removed, 585 unchanged (38% of the section changed)

6 unchanged sentences

Cash and cash equivalents

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

Accounts receivable, net of allowance of $ 1,890 and $ 4,908

Prepaids and other current assets

9 unchanged sentences

Total long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES, STOCKHOLDERS’ EQUITY

Current liabilities

10 unchanged sentences

Deferred tax liabilities, net

Non-current income tax payable

Non-current operating lease liabilities

7 unchanged sentences

10,000,000 shares authorized;

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

zero shares outstanding as of June 30, 2026 and December 31, 2025

Common stock;

1 unchanged sentence

150,000,000 shares authorized;

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

49,254,514 and 48,560,973 shares outstanding as of June 30, 2026 and December 31, 2025 , respectively

Additional paid-in capital

Treasury stock at cost;

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

34,328,112 and 34,328,112 shares as of June 30, 2026 and December 31, 2025, respectively

Accumulated other comprehensive income (loss)

8 unchanged sentences

(Amounts in thousands, except per share amounts)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Operating expenses

13 unchanged sentences

Provision for income taxes

Net (loss) income

Net (loss) income attributable to noncontrolling interest

Net (loss) income attributable to TTEC stockholders

Net income (loss)

Net income attributable to noncontrolling interest

Net income (loss) attributable to TTEC stockholders

Other comprehensive income (loss)

Net (loss) income

Net income (loss)

Foreign currency translation adjustments

1 unchanged sentence

Other, net of tax

Total other comprehensive (loss) income

Total comprehensive (loss) income

Total other comprehensive income (loss)

Total comprehensive income (loss)

Comprehensive income attributable to noncontrolling interest

Comprehensive (loss) income attributable to TTEC stockholders

Comprehensive income (loss) attributable to TTEC stockholders

Weighted average shares outstanding

Net (loss) income per share attributable to TTEC stockholders

Net income (loss) 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 March 31, 2025 and 2026

Three months ended June 30, 2025 and 2026

Stockholders’ Equity of the Company

3 unchanged sentences

Income (Loss)

Balance as of December 31, 2024

Balance as of March 31, 2025

Payments distributed to noncontrolling interest

4 unchanged sentences

Other, net of tax

Balance as of June 30, 2025

Stockholders’ Equity of the Company

Comprehensive

Noncontrolling

Paid-in Capital

Income (Loss)

Balance as of March 31, 2026

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 June 30, 2026

Six months ended June 30, 2025 and 2026

Stockholders’ Equity of the Company

11 unchanged sentences

Other, net of tax

Balance as of March 31, 2026

Balance as of June 30, 2025

Stockholders’ Equity of the Company

Comprehensive

Noncontrolling

Paid-in Capital

Income (Loss)

Balance as of December 31, 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 June 30, 2026

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

3 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

Net (loss) income

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

Net income (loss)

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

Depreciation and amortization

2 unchanged sentences

Provision for credit losses

(Gain) loss on disposal of assets

Impairment losses

Loss on disposal of assets

Loss on dissolution of subsidiary

Impairment losses

Deferred income taxes

15 unchanged sentences

Proceeds from sale of long-lived assets

Purchases of property, plant and equipment, net of acquisitions

Purchases of property, plant and equipment

Net cash used in investing activities

1 unchanged sentence

Proceeds from/(repayments of) line of credit, net

Proceeds from other debt

Payments on other debt

Payments of debt issuance costs

Dividends paid to shareholders

Payments to noncontrolling interest

Tax payments related to issuance of restricted stock units

Net cash used in financing activities

Payments of debt issuance costs

Net cash (used in)/provided by financing activities

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

6 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

9 unchanged sentences

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.

As of June 30, 2026, TTEC served approximately 735 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:

9 unchanged sentences

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.

During the second quarter of 2026, the TTEC global operating platform delivered onshore, nearshore, and offshore services in 22 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, Spain, Thailand, and the United Kingdom, with contributions from approximately 44,900 customer care associates, consultants, technologists, and CX professionals.

Basis of Presentation

23 unchanged sentences

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.

The Tenth Amendment is discussed in more detail in Note 9.

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.

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.

1 unchanged sentence

Notes to Consolidated Financial Statements

On July 15, 2026, the Company obtained a waiver from its lenders for its net leverage ratio covenant for the period ended June 30, 2026, and subsequent to June 30, 2026, entered into an Eleventh Amendment (the “Eleventh Amendment”) to the Credit Agreement that, among other things, modified certain material terms, including sizing, pricing, and the net leverage ratio and interest coverage ratio covenants of the Credit Facility on a going-forward basis.

Specifically, the net leverage ratio covenant modifications are effective from September 30, 2026 through September 30, 2027.

During this period, the maximum permitted net leverage ratio increased to 4.25 and subsequently steps down to 3.75 by the quarter ending June 30, 2027.

The minimum required interest coverage ratio is reduced to 2.00 for fiscal year 2027.

The Tenth Amendment and the Eleventh Amendment are discussed in more detail in Note 9 and Note 16, respectively.

As of the issuance of these unaudited Consolidated Financial Statements, after giving effect to the waiver and the Eleventh Amendment, 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.

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

If the Company is unable to secure a covenant amendment, waiver, or refinancing, in the future, such noncompliance would constitute an event of default, permitting the lenders to accelerate the repayment of all amounts outstanding under the Credit Agreement.

Recently Adopted Accounting Pronouncements

8 unchanged sentences

The ASU is effective for fiscal years beginning after December 15, 2026, with retrospective application permitted.

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

The Company is still assessing the impact of this ASU, however, the Company expects the guidance to impact disclosures only and not have a material effect on its financial position or results of operations.

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other Internal Use Software” which was issued to modernize the accounting for software costs and removes all references to prescriptive and sequential software development stages.

1 unchanged sentence

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

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

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.

The Company is currently evaluating the potential impact of this ASU on the Company’s policy for capitalization of development costs for software intended for internal use, including timing of adoption.

The Company does not expect it to have a material effect on its consolidated income statements, balance sheets, or statements of cash flows.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(2) SEGMENT INFORMATION

7 unchanged sentences

TTEC Digital supports the majority of CX platform and solution requirements through its strategic partnerships with the leading CX software vendors including Genesys, Microsoft, Cisco, AWS, Google, Salesforce, ServiceNow, and Nice among others.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

TTEC Digital’s solutions are built to respond to market needs for both enterprise and small and medium-sized business clients.

23 unchanged sentences

The Company allocates to each segment its portion of corporate operating expenses following the Company’s standard accounting policies.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following tables present certain financial data by segment (in thousands).

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

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

7 unchanged sentences

Income before income taxes

Three Months Ended June 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

Six Months Ended June 30, 2026

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

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

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

10 unchanged sentences

Three Months Ended

Six Months Ended

Capital Expenditures

March 31, 2026

June 30, 2026

December 31, 2025

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

United States / Canada

6 unchanged sentences

(3) SIGNIFICANT CLIENTS AND OTHER CONCENTRATIONS

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

The Company had one client that contributed in excess of 10% of total revenue for the six months ended June 30, 2026;

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

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

This client contributed 12.1 % and 10.7 % of total revenue for the six months ended June 30, 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.

2 unchanged sentences

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 March 31, 2026 beyond what was already recognized.

Based on currently available information, management does not believe significant credit risk existed as of June 30, 2026 beyond what was already recognized.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Balance, beginning of period

23 unchanged sentences

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.

During the second 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

7 unchanged sentences

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

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

As of June 30, 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 March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31, 2026

The fair value and location of derivatives in the Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 were as follows (in thousands):

June 30, 2026

Not Designated

23 unchanged sentences

Notes to Consolidated Financial Statements

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).

The Company’s foreign exchange cash flow hedging instruments as of June 30, 2026 and December 31, 2025 are summarized as follows (amounts in thousands).

All hedging instruments are forward contracts.

As of March 31, 2026

As of June 30, 2026

Philippine Peso

6 unchanged sentences

(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 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,

dollars on June 30, 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 six months ended June 30, 2026 and 2025 were as follows (in thousands):

Three Months Ended

Six Months Ended

Foreign Exchange Cash Flow Hedges, effective:

6 unchanged sentences

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

Undesignated Derivatives

Changes in the fair value of derivative instruments not designated as hedges are recognized in earnings in Other income (expense), net on a before tax basis and are offset by gains and losses on the related hedged items.

2 unchanged sentences

Notes to Consolidated Financial Statements

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)

The Company’s volume of foreign exchange fair value derivative contracts as of June 30, 2026 and December 31, 2025 are summarized as follows (in thousands):

As of June 30, 2026 (2)

Australian Dollar

1 unchanged sentence

British Pound

New Zealand Dollar

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

(2) All undesignated derivatives are short-term and matured in July 2026 .

As of December 31, 2025 (3)

2 unchanged sentences

New Zealand Dollar

(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 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:

(3) All undesignated derivatives are short-term and matured in January 2026 .

The amounts and location of before tax gains and losses on Undesignated Derivatives within the Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2026 and 2025, respectively, were as follows (in thousands):

Three Months Ended June 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

Six Months Ended June 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

The related cash flow impacts of all the derivative activities are reflected as cash flows from operating activities.

3 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 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.

The following presents information as of June 30, 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 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.

As of June 30, 2026 and December 31, 2025, the Company had $ 855.0 million and $ 905.0 million, respectively, of borrowings outstanding under the Credit Facility.

During the second 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 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

As of June 30, 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 June 30, 2026 and December 31, 2025 (in thousands):

As of June 30, 2026

Fair Value Measurements Using

4 unchanged sentences

Cash flow hedges

Fair value hedges

Undesignated derivatives

Total net derivative asset (liability)

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As of December 31, 2025

5 unchanged sentences

Cash flow hedges

Fair value hedges

Undesignated derivatives

Total net derivative asset (liability)

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

The following is a summary of the Company’s fair value measurements as of June 30, 2026 and December 31, 2025 (in thousands):

As of June 30, 2026

Fair Value Measurements Using

8 unchanged sentences

Total liabilities

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As of December 31, 2025

11 unchanged sentences

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7) IMPAIRMENT OF ASSETS

4 unchanged sentences

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

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.

During the three and six months ended June 30, 2026 and 2025, the Company recognized impairment losses related to leasehold improvements assets, right of use lease assets, capitalized software and certain computer equipment within each reportable segment as follows (in thousands):

Three Months Ended

Six Months Ended

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(8) INCOME TAXES

9 unchanged sentences

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 three months ended March 31, 2026 was 297.6 %.

The Company’s effective tax rate for the six months ended June 30, 2026 was 920.4 %.

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.

3 unchanged sentences

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.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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.

5 unchanged sentences

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 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.

The aggregate benefit to income tax expense for the three months ended June 30, 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.

The aggregate benefit to income tax expense for the six months ended June 30, 2026 and 2025 was approximately $ 1.2 million and $ 1.2 million, respectively, which had an impact on diluted net income per share of $ 0.02 and $ 0.02 , respectively.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(9) COMMITMENTS AND CONTINGENCIES

Credit Facility

On July 15, 2026, the Company secured a waiver on its net leverage ratio covenant for the period ended June 30, 2026.

On August 7, 2026, the Company entered into an Eleventh Amendment to the Credit Agreement that modified certain material terms including sizing, pricing, and certain covenants of the Credit Facility on a going-forward basis.

The Eleventh Amendment is discussed in more detail in Note 16.

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.

9 unchanged sentences

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 was 20 basis points of the revolving credit commitment .

Under the terms of the Tenth Amendment, the maximum permitted net leverage ratio was set at 3.75, specifically for the fiscal quarters ended March 31, 2026 and June 30, 2026, before generally stepping down from 4.00 to 3.00 by the third quarter of fiscal 2027.

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.

3 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the Company had borrowings of $ 855.0 million and $ 905.0 million, respectively, under its Credit Facility, and its average daily utilization was $ 926.6 million and $ 1,020.7 million for the six months ended June 30, 2026 and 2025, respectively.

After giving effect to the waiver obtained on July 15, 2026, the Company is in compliance with all covenants and conditions under its Credit Agreement .

The financial covenants set forth in the Credit Facility are discussed in more detail in Note 16.

Letters of Credit

As of June 30, 2026, outstanding letters of credit under the Credit Facility totaled $ 55.0 thousand.

As of June 30, 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.

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

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 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.

Legal Proceedings

5 unchanged sentences

(10) DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

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.

Revenue recognized for the six months ended June 30, 2026 from amounts included in deferred revenue as of December 31, 2025 was $ 46.9 million.

Revenue recognized for the six months ended June 30, 2025 from amounts included in deferred revenue as of December 31, 2024 was $ 50.4 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 .

As of June 30, 2026, the Company’s RPO was $ 338.5 million, which will primarily be delivered and recognized within the next five 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.

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Net current period other comprehensive income (loss)

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

Accumulated other comprehensive income (loss) at June 30, 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 March 31, 2026

Accumulated other comprehensive income (loss) at June 30, 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

For the Three Months Ended June 30,

Comprehensive Income

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Cost of services

Gain on liquidation

Other income (expense), net

Provision for income taxes

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Notes to Consolidated Financial Statements

For the Six Months Ended June 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

Provision for income taxes

Net income (loss)

(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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Shares used in basic earnings per share calculation

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Shares used in dilutive earnings per share calculation

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.

For the three months ended June 30, 2026 and 2025, there were 2.2 million and 3.3 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 six months ended June 30, 2026 and 2025, there were 2.4 million and 3.3 million outstanding 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 months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The following tables present the total equity-based compensation expense for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Equity-based compensation expense recognized in Cost of services

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Total equity-based compensation expense

Restricted Stock Unit Grants

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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Notes to Consolidated Financial Statements

Six Months Ended June 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

Restricted Stock Unit Grants

During the six months ended June 30, 2026 and 2025, the Company granted 700,754 and 537,159 RSUs, respectively, to new and existing employees, which vest over three to five years .

The Company recognized compensation expense related to RSUs of $ 2.3 million and $ 4.1 million for the three months ended June 30, 2026 and 2025, respectively.

The Company recognized compensation expense related to RSUs of $ 5.1 million and $ 7.3 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, there was approximately $ 10.4 million of total unrecognized compensation cost (including the impact of expected forfeitures) related to RSUs granted under the Company’s equity plans.

Performance Based Restricted Stock Unit Grants

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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.

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.

The Company did not recognize any compensation expense related to these awards for the six months ended June 30, 2026, as they were not deemed probable of being achieved.

(14) NON-QUALIFIED DEFERRED COMPENSATION PLAN

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highly compensated employees are limited from contributing into TTEC’s Deferred Tax Retirement Savings Plan (the “401K Plan”).

All amounts deferred under the plan are unfunded, unsecured obligations and are recorded within Other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets.

In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors.

All amounts deferred under the plan are unfunded, unsecured obligations and are recorded within Other long-term liabilities in the accompanying Consolidated Balance Sheets.

In the event of bankruptcy, the assets of this plan are available to satisfy the

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

claims of general creditors.

Participants may choose among alternative earnings rates for the amounts they defer, which are primarily based on investment options within the 401K Plan.

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(15) RELATED PARTY TRANSACTIONS

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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 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.

During the six months ended June 30, 2026 and 2025, the Company expensed $ 0.3 million and $ 0.3 million, respectively, to Avion and Airmax for services provided to the Company.

There was $ 160 thousand in payments due and outstanding to Avion and Airmax as of June 30, 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.

During the six months ended June 30, 2026, the Company recognized revenue under these agreements of $ 0.1 million.

(16) SUBSEQUENT EVENTS

On August 7, 2026 , the Company entered into the Eleventh Amendment to its Amended and Restated Credit Agreement, dated as of June 3, 2013 , as amended (the “Credit Agreement”), with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

The Eleventh Amendment, among other things, reduced the revolving credit facility commitment from $ 1.0 billion to $ 975.0 million, increased the SOFR credit margin from 3.00 % to 3.25 % through September 30, 2026, and from 6.00 % to 6.25 % thereafter, expanded the collateral and guarantee package (including an increased pledge of foreign subsidiaries’ equity), and imposed certain additional covenants restricting indebtedness, liens, investments, dispositions, acquisitions, and restricted payments.

The Eleventh Amendment also provides additional covenant capacity by increasing the maximum permitted net leverage ratio.

The covenant modifications are effective from September 30, 2026 through September 30, 2027.

During this period, the maximum permitted net leverage ratio increased to 4.25 and subsequently steps down to 3.75 by the quarter ending June 30, 2027.

The minimum required interest coverage ratio is reduced to 2.00 for fiscal 2027.

The Company’s actual net leverage ratio of 3.85 as of June 30, 2026 exceeded the 3.75 maximum net leverage ratio then applicable to the quarter under the Tenth Amendment.

On July 15, 2026, prior to finalizing its financial statements for the second quarter of fiscal 2026, the Company secured a waiver, for covenant compliance as of June 30, 2026.

The Company is also in discussions with its lender group regarding a potential extension of the maturity of the Credit Facility beyond 2027.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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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.

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 Texas 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 Company’s completed redomestication from Delaware to Texas by conversion, effective May 28, 2026, as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2026 and in our proxy statement for our 2026 annual meeting of stockholders, filed with the 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.

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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