What changed in this filing

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Item 5. Other Information

2026-08-10 compared with 2026-05-07 · 62 added, 2 removed, 22 unchanged (74% of the section changed)

OTHER INFORMATION

During the three months ended March 31, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K.

John Abou Appointment as Chief Executive Officer of TTEC Engage.

Effective August 5, 2026, the Company appointed John Abou, as Chief Executive Officer of TTEC Engage business segment.

Abou previously served as the President of this business segment.

As a result of this appointment, Mr.

Abou continues to be an executive officer of the Company.

Information about Mr.

Abou and his past business experience is set forth in the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on April 10, 2026.

In connection with his appointment, on August 5, 2026, TTEC Services Corporation, the wholly subsidiary of the Company and the main operating company for TTEC Engage business segment entered into an amendment to Mr.

Abou’s Employment Agreement, dated as of July 17, 2024, (the “Amendment”).

Pursuant to the Amendment Mr.

Abou’s base salary increased from $600,000 to $625,000;

his annual variable incentive plan target opportunity was set at up to 100% of base salary beginning with the 2026 performance year, with a guaranteed 2027 variable incentive payment (payable in 2028) equal to the greater of 50% of target ($312,500) or the amount actually earned based on performance.

The Amendment also provides for a long-term incentive award consisting of 300,000 restricted stock units (“RSUs) vesting in two equal installments on the 12- and 18-month anniversaries of the grant date, and 426,000 performance-based restricted stock units (“PRSUs) eligible to vest based on TTEC Engage’s adjusted EBITDA performance through fiscal year 2028.

If the Company experiences a change in control event before December 31, 2028, the PRSU portion of the award would convert to RSUs as if TTEC Engage performed at target for fiscal year 2028 with a vesting schedule to be aligned with the RSU portion of this long-term incentive award.

The Amendment also modifies Mr.

Abou’s severance entitlement to 18 months of base salary in case of a termination without cause or for good reason, and to two times base salary upon a qualifying termination in connection with a change in control event.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

Christopher Brown Appointment as President of TTEC Digital .

As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2026, the Company announced the appointment of Christopher J.

Brown as President of TTEC Digital.

As a result of this appointment, Mr.

Brown became an executive officer of the Company.

Information about Mr.

Brown and his past business experience is set forth in the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on April 10, 2026.

In connection with Mr.

Brown’s appointment, on August 5, 2026, TTEC Digital LLC, the wholly owned subsidiary of the Company, and the main operating company of TTEC Digital business segment entered into an executive employment agreement with Mr.

Brown effective the date of his appointment (“Brown Employment Agreement”).

Pursuant to the terms of the Brown Employment Agreement, his base salary was set at $500,000;

his annual variable incentive plan target opportunity and his long-term incentive program (“LTIP”) opportunity was set at up to 100% of base salary.

The Brown Employment Agreement also sets Mr.

Brown’s severance entitlement to 18 months of base salary in case of a termination without cause or for good reason, and two times base salary upon a qualifying termination in connection with a change in control event.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q or a subsequent filing.

Executive Retention Program.

On July 24, 2026, the Compensation Committee of the Board approved a one-time senior executive retention bonus program (the “Retention Program”) to incentivize continuity of leadership among the Chief Executive Officer’s direct reports through one or more anticipated transformational transactions in 2026–2027, including potential mergers and acquisitions, financing transactions, restructurings, or asset divestitures.

All of the Chief Executive Officer’s direct reports participate in the Retention Program.

Awards are structured as cash and/or cash and RSUs, vesting in two equal tranches 12 and 18 months after grant, subject to continued employment, with prorated payment upon a qualifying involuntary termination.

The receipt of the awards is contingent on the participants’ continuing employment with the Company as of payment/vesting dates, provided however that the awards are subject to proration, if the participants’ employment with the Company is terminated for any reason, except cause, before the payment/vesting dates.

The Company’s participating named executive officers were granted the following awards:

effective July 24, 2026, Kenneth R.

Wagers, III, Chief Financial Officer, was granted 100,000 RSUs (grant date fair value of $210,000) and a $350,000 cash award, for a total value of $560,000, with the cash award payable 50% in July 2027 and 50% in January 2028 , and the RSUs vesting on July 24, 2027 and January 24, 2028;

Christopher J.

Brown, President of TTEC Digital, was granted 75,000 RSUs (grant date fair value of $157,500) and a $300,000 cash award, for a total value of $457,500, on the same schedule as Mr.

and John Abou, Chief Executive Officer of TTEC Engage, was granted a cash award of $625,000, payable 50% in March, 2027 and the remaining 50% in April 2027.

See Exhibits 10.3 and 10.4.

During the three months ended June 30, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K.

Incorporated Herein by Reference

Exhibit Description

Certificate of Formation of TTEC Holdings, Inc., a Texas corporation, dated May 22, 2026

Bylaws of TTEC Holdings, Inc., a Texas corporation

Description of Securities of TTEC Holdings, Inc.

registered pursuant to Section 12 of the Securities Act of 1934

Amendment to Executive Employment Agreement on July 17, 2024, executed to be effective August 5, 2026, by and between John P.

Abou and TTEC Services Corporation

Executive Employment Agreement executed on August 7, 2026 to be effective as of the date of appointment on March 17, 2026, by and between Christopher J.

Brown and TTEC Digital LLC

Form of Retention Award Agreement pursuant to the 2026 Executive Retention Program, used for Kenneth R.

Wagers, III, Christopher J.

Brown, and other participating senior executives, effective July 24, 2026, executed on various dates between August 4, 2026 and August 7, 2026

Retention Award Agreement, effective July 24, 2026, executed on August 7, 2026, by and between John P.

Abou and TTEC Services Corporation, pursuant to the 2026 Executive Retention Program

Eleventh Amendment to Amended and Restated Credit Agreement and Restated Security Agreement for a senior secured revolving credit facility with a syndicate of lenders led by Wells Fargo Bank, National Association, as agent, swing line and fronting lender

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

10 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase

The cover page from TTEC Holdings, Inc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included in Exhibit 101)

The cover page from TTEC Holdings, Inc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (included in Exhibit 101)

Filed or furnished herewith.

1 unchanged sentence

TTEC HOLDINGS, INC.

August 10, 2026

/s/ Kenneth D.

Chairman and Chief Executive Officer

August 10, 2026

/s/ Kenneth R.

1 unchanged sentence

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 5. Other Information