Globant S.A. (GLOB)

Overview

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See "Information on the Company — History and Development of the Company" and "Information on the Company — Business Overview — Overview".

A. Operating Results

Factors Affecting Our Results of Operations

Over the last few years, the simultaneous digital and cognitive revolutions have transformed the technology industry, reshaped how companies connect with consumers and employees, and created opportunities for gains in efficiency. Today's technology users move quickly and demand personalized and frictionless experiences through always-available digital ecosystems. Increased demand for more intelligent and human-like technology is contributing to changes in the industry. To address user demands, companies are leveraging AI, UX, Mobile, Cloud, VR and other technologies.

We believe that the most significant factors affecting our results of operations include:

•market demand for integrated engineering, design and innovation technology services relating to emerging technologies and related market trends;

•economic conditions in the industries and countries in which our clients operate and their impact on our clients' spending on technology services;

•our ability to continue to innovate and remain at the forefront of emerging technologies and related market trends;

•expansion of our service offerings and success in cross-selling new services to our clients;

•our ability to obtain new clients, increase penetration levels with our existing clients and continue to add value for our existing clients so as to create long-term relationships;

•the availability of, and our ability to attract, retain and efficiently utilize, skilled IT professionals in 31 countries where we are present;

•operating costs in countries where we operate;

•capital expenditures related to the opening of new delivery centers and client management locations and improvement of existing offices;

•our ability to increase our presence onsite at client locations;

•the effect of wage inflation in countries where we operate and the variability in foreign exchange rates, especially relative changes in exchange rates between the U.S. dollar and local currencies, mainly in Latin America;

•our ability to identify, integrate and effectively manage businesses that we may acquire; and

•evolving market for products with AI capabilities.

Our results of operations in any given period are directly affected by the following additional company-specific factors:

•Pricing of, and margin on, our services and revenue mix. Since time-and-materials is our main type of contract, the hourly rates we charge for our Globers are a key factor impacting our gross profit margins and profitability. Hourly rates vary by complexity of the project and the mix of staffing. The margin on our services is impacted by the increase in our costs in providing those services, which is influenced by wage inflation, market conditions and other factors. As a client relationship matures and deepens, we seek to maximize our revenues and profitability by expanding the scope of services offered to that client and achieving higher profit margin assignments. During the three-year period ended December 31, 2025, we increased our revenues attributable to sales of technology solutions (primarily through digital transformation, data and cloud strategies). Gross profit margin was 35.0%, 35.7% and 36.1% for the years ended December 31, 2025, 2024 and 2023, respectively and adjusted gross profit margin was 37.9%, 38.2% and 38.1% for the years ended December 31, 2025, 2024 and 2023, respectively. See "Operating and financial review and prospects - Operating Results - Adjusted Diluted EPS and Adjusted Net Income.".

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•Our ability to deepen and expand the portfolio of services we offer while maintaining our high standard of quality. The breadth and depth of the services we offer impact our ability to grow revenues from new and existing clients. Through research and development, targeted hiring and strategic acquisitions, we have invested in broadening and deepening the domains of expertise of our Studios. Our future growth and success depend significantly on our ability to maintain the expertise of each of our Studios, to continue to innovate and to anticipate the needs of our clients and rapidly develop and maintain the expertise of each of our Studios, including relevant domain knowledge and technological capabilities required to meet those client needs, while maintaining our high standard of quality.

•Our ability to recruit, retain and manage our IT professionals may have an effect on our gross profit margin and our results of operations. Our IT professional headcount was 26,906 as of December 31, 2025, 29,198 as of December 31, 2024 and 27,116 as of December 31, 2023. We manage employee headcount and utilization based on ongoing assessments of our project pipeline and requirements for professional capabilities. An unanticipated termination of a significant project could cause us to experience lower employee utilization resulting from a higher than expected number of idle IT professionals. Our ability to effectively utilize our employees is typically improved by longer-term client relationships due to increased predictability of client needs over the course of the relationships.

•Investments in our delivery platform. See “Information on the Company — Business overview. — Facilities and Infrastructure.” Our integrated global delivery platform allows us to deliver our services through a blend of onsite and offsite methods. We have pursued a decentralization strategy in building our network of delivery centers, recognizing the benefits of expanding into countries in Latin America and Asia, including the ability to attract and retain highly skilled IT professionals in increasing scale. Our ability to effectively utilize our robust delivery platform could significantly affect our results of operations in the future.

•Seasonality. See “Information on the Company - Business overview — Seasonality.”

Our results of operations are expected to benefit from government policies and regulations, see "Information of the Company - Business Overview — Government Support and Incentives."

Certain Income Statement Line Items

2025 Compared to 2024

Revenues

Revenues are derived primarily from providing technology services to our clients, which are medium to large-sized companies globally. For the year ended December 31, 2025, revenues increased by 1.6% to $2.5 billion from $2.4 billion for the year ended December 31, 2024.

We discuss below the breakdown of our revenues by contract type, client location, industry vertical and client concentration. Revenues consist of technology services revenues and reimbursable expenses, which primarily include travel and out-of-pocket costs that are billable to clients.

Revenues by Contract type

We perform our services primarily under time-and-material contracts and, to a lesser extent, fixed-price contracts. The remaining portion of our revenues in each year was derived from other types of contracts.

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Revenues by Client Location

Our revenues are sourced from the following four regions: North America, Latin America, Europe and New Markets. We present our revenues by client location based on the location of the specific client site that we serve, irrespective of the location of the headquarters of the client or the location of the delivery center where the work is performed. For the year ended December 31, 2025, we had 944 customers with more than one hundred thousand U.S. dollars in revenue in the last twelve months.

The following table sets forth revenues by client location by amount and as a percentage of our revenues for the years indicated:

Revenues by Industry Vertical

We are a provider of technology services to enterprises in a range of industry verticals including media and entertainment, consumer, retail and manufacturing and banks, financial services and insurance, among others. The following table sets forth our revenues by amount and as a percentage of our revenues by industry vertical for the periods indicated:

Our largest industry during 2025 was Banks, Financial Services and Insurance, fueled by increased engagement with global financial institutions and a strategic pivot toward digital banking infrastructure. The Media and Entertainment vertical experienced a slight contraction, as the industry recalibrated following the high-growth cycles of previous years. The Consumer, Retail & Manufacturing vertical remained a steady pillar of our portfolio. We observed notable momentum in the Travel & Hospitality vertical, benefiting from a sustained global recovery in corporate and leisure mobility. At the same time, both the Professional Services and Technology & Telecommunications verticals faced headwinds, as clients in these sectors slowed their tech spend. Our Health Care vertical remained stable.

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Revenues by Client Concentration

We have increased our revenues by expanding the scope and size of our engagements, and we have grown our key client base primarily through our business development efforts and referrals from our existing clients.

The following table sets forth revenues contributed by our largest client, top five clients, top ten clients and top twenty clients by amount and as a percentage of our revenues for the years indicated:

Our top ten customers for the year ended December 31, 2025 have been working with us for, on average, eleven years.

Our focus on delivering quality to our clients is reflected in the fact that existing clients from 2024 contributed 96.0% of our revenues in 2025. As evidence of the increase in scope of engagement within our client base, the number of clients that each accounted for over $5.0 million of our annual revenues increased (92 in 2025 and 89 in 2024). The following table shows the distribution of our clients that generated revenues of more than one hundred thousand U.S. dollars for the year presented:

The volume of work we perform for specific clients is likely to vary from year to year, as we are typically not any client's exclusive external technology services provider, and a major client in one year may not contribute the same amount or percentage of our revenues in any subsequent year.

Business Optimization Costs

The Company initiated a Business Optimization Plan in April 2025 to strategically transform its organization and operations. These costs are primarily related to employee severance and the discontinuation of physical office spaces. Cost related to the Business Optimization Plan was $52.0 million for the year ended December 31, 2025. The activities associated with this plan were communicated, started and substantially completed during the second quarter of fiscal year 2025.

Cost of Revenues

The principal components of our cost of revenues are salaries, professional services and share-based compensation plans (equity settled). Included in salaries are base salary, incentive-based compensation, employee benefits costs and social security taxes. Salaries of our IT professionals are allocated to cost of revenues regardless of whether they are actually performing services during a given period.

Also included in cost of revenues is the portion of depreciation and amortization expense attributable to the portion of our property and equipment, right of use assets and intangible assets utilized in the delivery of services to our clients.

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Our cost of revenues has increased in recent years in line with the growth in our revenues and reflects the expansion of our operations in the countries where we operate primarily due to increases in salary costs, an increase in the number of our IT professionals and the opening of new delivery centers. We expect that as our revenues grow, our cost of revenues will increase. Our goal is to increase revenue per IT professional and thereby increase our gross profit margin.

Cost of revenues was $1,595.6 million for 2025, representing an increase of $43.3 million, or 2.8%, from $1,552.3 million for 2024.

The increase in salaries, employee benefits and social security taxes is primarily attributable to the appreciation of the EUR, GBP and Latin American currencies (mainly COP, PEN, CLP, MXN and BRL), as well as salary adjustments and promotion cycles. These effects were partially offset by a headcount reduction resulting from the Business Optimization Plan implemented in the second quarter of the year. The increase in depreciation and amortization expense relates to capex acquisition during the year. The increase in office expenses relates to maintenance of our office spaces and an increase in software licenses. The decrease in professional services relates to the optimization over contractor services in our business.

Cost of revenues as a percentage of revenues increased to 65.0% for 2025 from 64.3% for 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses represent expenses associated with promoting and selling our services and include such items as salary of our senior management, administrative personnel and sales and marketing personnel, infrastructure costs, legal and other professional services expenses, travel costs and other taxes. Included in salaries are base salary, incentive-based compensation, employee benefits costs and social security taxes.

Also included in selling, general, and administrative expenses is the portion of depreciation and amortization expense attributable to the portion of our property and equipment, right-of-use assets and intangible assets utilized in our sales and administration functions.

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Selling, general and administrative expense was $629.3 million for 2025, representing an decrease of $3.7 million, or 0.6%, from $633.0 million for 2024.

The decrease of salaries, employee benefits, social security taxes and share-based compensation was primarily attributable to the implementation of the Business Optimization Plan where our global workforce was reduced; partially offset by the currency appreciations of the EUR, GBP and Latin American currencies. The decrease in professional services is primarily linked to the decrease in our business combination activity in 2025. The increase in depreciation and amortization expense relates to intangible assets acquired through business combinations at the end of 2024.

Selling, general and administrative expenses as a percentage of revenues was 25.6% and 26.2% for 2025 and 2024, respectively.

Throughout the year, we focused on driving efficiencies that successfully reduced selling, general and administrative expenses, primarily through the implementation of our Business Optimization Plan. Looking ahead, we expect to maintain these stable levels, while supporting business expansion.

Depreciation and Amortization Expense (included in "Cost of Revenues" and "Selling, General and Administrative Expenses")

Depreciation and amortization expense consists primarily of depreciation of our property and equipment (primarily leasehold improvements, servers and other equipment), depreciation of right-of-use assets (primarily office spaces and office equipment) and amortization of our intangible assets (mainly software licenses, acquired intangible assets and internal developments).

Net impairment losses on financial assets

Net impairment losses on financial assets mainly include impairment of trade receivables, which represents an allowance for expected credit losses. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition. During the years ended December 31, 2025 and 2024, we recorded a loss of $7.6 million and $7.0 million, respectively, related to the recognition of the allowance for expected credit losses.

The increase in the allowance for expected credit losses was driven by an increase in risk clients allowance despite the improvement in the Company's DSO. This was attributable to factors that are specific to debtors and certain economic conditions.

Finance Income

Finance income consists of interest gains on time deposits, financed customers, savings accounts and sublease interests. The increase of finance income up to $5.5 million for the year ended December 31, 2025 from $5.3 million for the year ended December 31, 2024 was primarily attributable to accrued interests from savings accounts.

Finance Expense

Finance expense includes the interests from borrowings, leases contracts, banking fees and other finance expenses. The increase of finance expense up to $40.6 million for the year ended December 31, 2025 from $32.2 million for the year ended December 31, 2024 was due to an increase in interest on borrowings.

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Other Financial Results, Net

Other financial results, net consists of foreign exchange gain or loss on monetary assets and liabilities denominated in currencies other than the U.S. dollar, gain or loss on transactions with bonds, foreign exchange forward contracts and future contracts and mutual funds.

Other financial results, net decreased to a $3.2 million gain for the year ended December 31, 2025 from a $6.1 million gain for the year ended December 31, 2024, primarily for a gain on transactions with bonds of $1.3 million compared to a gain of $5.0 million in 2024. Also, for the net effect of gain of $4.3 million related to financial instruments measured at fair value through profit or loss compared to a gain of $0.5 in 2024, and a loss of $2.0 million related to financial instruments measured at fair value through other comprehensive income compared to a gain of $0.5 million in 2024.

Other Income and Expenses, Net

Other income and expenses, net decreased to a loss of $0.9 million for the year ended December 31, 2025 from a gain of $5.6 million for the year ended December 31, 2024. Such decrease is mainly explained by the write off of certain convertible notes and the effects of remeasurement of earn out payments related to business combinations.

Income Tax Expense

See "Consolidated Financial Statements as of December 31, 2025 and December 31, 2024 and for each of the three years in the period ended December 31, 2025 — Summary of Significant Accounting Policies — Taxation —Current Income Tax".

Net Income for the Year

As a result of the foregoing, we had a net income of $104.0 million for 2025, compared to $169.0 million for 2024.

2024 Compared to 2023

For discussion related to our financial condition, changes in financial condition, and the results of operations for 2024 compared to 2023, refer to Part I, Item 5. Operating and Financial Review and Prospects, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025.

Reconciliation of Non-IFRS Financial Data

Overview

To supplement our financial measures prepared in accordance with IFRS, we use certain non-IFRS financial measures including (i) adjusted diluted earnings per share ("EPS"), (ii) adjusted net income, (iii) adjusted gross profit, (iv) adjusted selling, general and administrative ("SG&A") expenses, and (v) adjusted profit from operations. These measures do not have any standardized meaning under IFRS, and other companies may use similarly titled non-IFRS financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-IFRS financial measures may not be comparable to similar non-IFRS measures presented by other companies. We caution investors not to place undue reliance on such non-IFRS measures, but instead to consider them with the most directly comparable IFRS measures. Non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation. They should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with IFRS.

The reconciliations of these non-IFRS measures to the most directly comparable financial measures calculated and presented in accordance with IFRS are shown in the tables below. We use these non-IFRS measures in the evaluation of our performance and our consolidated financial results. We believe these non-IFRS measures may be useful to investors in their assessment of our operating performance and the valuation of our company. In addition, these non-IFRS measures address questions we routinely receive from analysts and investors and, in order to assure that all investors have access to similar data, we have determined that it is appropriate to make this data available to all investors.

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Adjusted Gross Profit and Adjusted SG&A Expenses

We utilize non-IFRS measures of adjusted gross profit and adjusted SG&A expenses as supplemental measures for period-to-period comparisons. Adjusted gross profit and adjusted SG&A expenses are most directly comparable to the IFRS measures of gross profit and selling, general and administrative expenses, respectively. Our non-IFRS measures of adjusted gross profit and adjusted SG&A expenses exclude the impact of certain items, such as depreciation and amortization expense, share-based compensation expense and, only with respect to adjusted SG&A expenses and acquisition-related charges.

Adjusted Profit from Operations

We utilize the non-IFRS measure of adjusted profit from operations as a supplemental measure for period-to-period comparisons. Adjusted profit from operations is most directly comparable to the IFRS measure of profit from operations. Adjusted profit from operations excludes the impact of certain items, such as share-based compensation expense, acquisition-related charges and business optimization costs.

Adjusted Diluted EPS and Adjusted Net Income

We utilize non-IFRS measures of adjusted diluted EPS and adjusted net income for strategic decision making, forecasting future results and evaluating current performance. Adjusted diluted EPS and adjusted net income are most directly comparable to the IFRS measures of EPS and net income, respectively. Our non-IFRS measures of adjusted diluted EPS and adjusted net income exclude the impact of certain items, such as acquisition-related charges, share-based compensation expense, business optimization costs and the tax effects of non-IFRS adjustments.

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(1) Acquisition-related charges include, when applicable, amortization of purchased intangible assets, interest charges on acquisition-related indebtedness, external deal costs, acquisition-related retention bonuses, integration costs, changes in the fair value of contingent consideration liabilities, charges for impairment of acquired intangible assets and other acquisition-related costs.

(2) One-time charges for the year ended December 31, 2025 related to the Company's Business Optimization Plan initiated in April 2025. These charges, primarily related to workforce resizing and office reductions, have been excluded from non-IFRS results as these are one-time and unusual in nature

B. Liquidity and Capital Resources

Capital Resources

Our primary sources of liquidity are cash flows from operating activities. For the year 2025, we derived 74.4% of our revenues from clients in North America and Latin America.

Our primary cash needs are for capital expenditures (consisting of additions to property and equipment and to intangible assets) and working capital. We may also require cash to fund acquisitions of businesses.

Our primary working capital requirements are to finance our payroll-related liabilities during the period from delivery of our services through invoicing and collection of trade receivables from clients.

We incur capital expenditures to open new delivery centers, for improvements to existing delivery centers, for infrastructure-related investments, and to acquire software licenses and internal developments.

Based on the above considerations, management is of the opinion that we have sufficient funds to meet our working capital and capital expenditure needs for at least the next twelve months from the date of this report. However, our future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the acquisition of other companies, global economic conditions and the retention of customers. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our shareholders, while the incurrence of debt financing would result in debt service obligations. Such debt instruments also could introduce covenants that might restrict our operations. We cannot assure you that we could obtain additional financing on favorable terms, or at all.

We will continue to invest in our subsidiaries. In the event of any repatriation of funds or declaration of dividends from our subsidiaries, there will be a tax effect because dividends from certain foreign subsidiaries are subject to taxes. See "Additional Information — Taxation".

The following table sets forth our historical capital expenditures for the years ended December 31, 2025 and 2024:

Investments

During 2025 and 2024, we invested $83.1 million and $119.1 million in capital expenditures, respectively, consisting of $65.2 million and $91.6 million in internal developments and acquired licenses, respectively; and the remaining to complete or develop our works on our delivery centers.

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Business Combinations

During 2024, we entered into several share purchase agreements to expand our service offering and capacity. Our business combinations activity resulted in cash outflows of $278.2 million. The fair value of the contingent consideration recognized in our financial statements amounted to $126.2 million, based on target achievements and price adjustments. See note 29 to our audited consolidated financial statements.

During 2025, we entered into a share purchase agreement to expand our service offering and capacity. Our business combinations activity resulted in cash outflows of $32.9 million. The fair value of the contingent consideration recognized in our financial statements amounted to $128.0 million, based on target achievements and price adjustments. See note 29 to our audited consolidated financial statements.

As of December 31, 2025, we had cash and cash equivalents and current investments of $250.3 million.

Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated:

Operating Activities

Net cash provided by operating activities was generated primarily by profits before taxes adjusted for non-cash items, including depreciation and amortization expense, shared-based compensation expense and the effect of working capital changes.

Net cash provided by operating activities was $301.2 million for the year ended December 31, 2025, as compared to net cash provided in operating activities of $248.7 million for the year ended December 31, 2024. This increase of $52.4 million in net cash provided by operating activities was primarily attributable to a $73.7 million decrease in working capital and a decrease of $26.8 in profit before income tax expense adjusted for non-cash-items.

Changes in working capital in the year ended December 31, 2025 consisted primarily of a $36.2 million decrease in trade receivables, a $13.7 million increase in other receivables, a $13.7 million increase in other assets, a $6.6 million decrease in trade payables, a $14.3 million decrease in tax liabilities, and $60.8 million decrease in payroll and social security taxes payable. The $36.2 million decrease in trade receivables reflects our decrease in our Days Sale Outstanding or DSO. The payroll and social security taxes payable decrease of $60.8 million was primarily related to the reduction of workforce as consequence from the implementation of the Business Optimization Plan.

For a discussion related to cash flows from operating activities during 2024 compared to 2023, refer to Part I, Item 5. Liquidity and Capital Resources, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025.

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Investing Activities

Net cash of $134.5 million was used in investing activities for the year ended December 31, 2025, as compared to $403.9 million of net cash used in investing activities during the year ended December 31, 2024. During the year ended December 31, 2025, we invested $89.5 million in fixed and intangible assets and $56.7 million in acquisition-related transactions (acquisition of business, equity instruments and convertible notes), while during the year ended December 31, 2024 we invested $110.7 million in fixed and intangible assets and $304.4 million in acquisition-related transactions (acquisition of business, equity instruments and convertible notes).

For discussion related to cash flows from investing activities during 2024 compared to 2023, refer to Part I, Item 5. Liquidity and Capital Resources, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025.

Financing Activities

Net cash of $64.6 million was used in financing activities for the year ended December 31, 2025, as compared to $5.8 million of net cash used in financing activities for the year ended December 31, 2024. During the year ended December 31, 2025, we paid $56.1 million for the repurchase of shares. Additionally, we received $53.2 million net of borrowings, we paid $35.4 million of lease liabilities and paid $27.1 million of put option to acquire non-controlling interest.

For discussion related to cash flows from financing activities during 2024 compared to 2023, refer to Part I, Item 5. Liquidity and Capital Resources, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025.

Future Capital Requirements

Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors. If our cash and cash equivalents and operating cash flow are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing. If we issue equity securities in order to raise additional funds, substantial dilution to existing shareholders may occur. If we raise cash through the issuance of indebtedness, we may be subject to additional contractual restrictions on our business. Currently, Globant LLC is a party to the Amendment No. 1to the Fourth Amended and Restated Credit Agreement with certain financial institutions listed therein, as lenders and HSBC Bank USA, N.A., as administrative agent, issuing bank and swingline lender. For more information, see "Additional Information - Material Contracts." We cannot assure you that we would be able to raise additional funds on favorable terms or at all.

Contractual Obligations

Set forth below is information concerning our fixed and determinable contractual obligations as of December 31, 2025 and the effect such obligations are expected to have on our liquidity and cash flows.

(1) The amounts disclosed in the line of other financial liabilities do not include foreign exchange forward contracts, equity forward contracts and 31,594 related to business combinations payments through subscription agreements. See note 26 to our audited consolidated financial statements.

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Appropriation of Retained earnings under Subsidiaries' local Laws and restrictions on distribution of dividends by certain Subsidiaries

The ability of certain of our subsidiaries to pay dividends to us is subject to their satisfaction of requirements under local law to set aside a portion of their net income in each year to legal reserves, as well as subject to certain tax restrictions. Please refer to note 31 of our audited consolidated financial statements for further information.

Equity Compensation Arrangements

2014 Equity Incentive Plan

On July 3, 2014, our board of directors and shareholders approved and adopted the Company's 2014 Equity Incentive Plan (the "2014 Equity Incentive Plan"), which was amended on May 9, 2016, February 13, 2019, May 18, 2021 and June 8, 2022. The 2014 Equity Incentive Plan expired on July 2, 2024 (the “2014 Equity Incentive Plan Termination Date”) and no awards were or will be granted under the plan after such date; provided that, subject to the applicable provisions of the 2014 Equity Incentive Plan, all outstanding awards that were subject to being satisfied or terminated under the plan as of the 2014 Equity Incentive Plan Termination Date, will remain outstanding in accordance with the terms of the 2014 Equity Incentive Plan. As of December 31, 2025, an aggregate of 1,012,902 common shares remained subject to outstanding awards previously granted under the 2014 Equity Incentive Plan. For further discussion of the 2014 Plan, see “Compensation—Equity Compensation Arrangements".

During the term of the 2014 Equity Incentive Plan, we have granted to members of our senior management and certain other employees options to purchase common shares and RSUs. On September 27, 2021, our compensation committee adopted and approved the granting of PRSUs. Until 2022, restricted stock units were granted between 40% and 50% in the form of PRSUs and between 50% and 60% in the form of RSUs, and from 2022 all PRSUs and RSUs were granted on a 50% basis each.

Each of our employee share options is exercisable for one of our common shares, and each of our RSUs and PRSUs will be settled, automatically upon its vesting, with one of our common shares. No amounts are paid or payable by the recipient upon receipt of an option, RSU or PRSU. Neither the options, nor the RSUs or PRSUs carry rights to dividends or voting rights. Options may be exercised at any time from the date of vesting to the date of their expiration (ten years after the grant date). Most RSUs and PRSUs under the plan were granted with a vesting period of four years, 25% becoming exercisable on or about each anniversary of the grant date. Share-based compensation expense for awards of equity instruments is determined based on the fair value of the awards as of the grant date. Fair value is calculated using the Black-Scholes option pricing model.

Under the terms of our 2014 Equity Incentive Plan, from its adoption until the 2014 Equity Incentive Plan Termination Date, we have granted to members of our senior management and certain other employees 30,000 stock awards, options to purchase 2,248,122 common shares and 2,683,791 RSUs and PRSUs, net of any cancelled and/or forfeited awards.

In addition, on June 29, 2023, the Company approved to amend the special condition awards granted in August 2022, to the effect of reducing the threshold minimum average closing price for vesting from $420 to $350 per share through (but excluding) June 29, 2026, and increasing it by $35 per share per year until August 11, 2030 and June 29, 2031 for US and non-US residents, respectively. The awards were granted 50% in the form of PRSUs and 50% in the form of RSUs. These awards will vest in two equal tranches, the first occurring immediately after the date in which the vesting condition is satisfied and the second occurring on the first anniversary of such vesting event. Until December 31, 2025, the Company granted 503,951 of these awards, net of any cancelled and/or forfeited awards.

There were 879,966, 1,452,921 and 1,565,733 stock options, RSUs and/or PRSUs outstanding as of December 31, 2025, 2024 and 2023 under the 2014 Equity Incentive Plan, respectively. For 2025, 2024 and 2023, we recorded $61 million, $79.3 million and $72.5 million of share-based compensation expense related to these share option and restricted stock unit agreements, respectively. For further discussion of the 2014 Equity Incentive Plan, see “Compensation—Equity Compensation Arrangements".

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Also, on December 1, 2021, our compensation committee, as administrator, approved the granting of awards in the form of stock-equivalent units ("SEUs") and performance-based stock-equivalent units ("PSEUs") to be settled in cash or common shares, or a combination thereof, under the 2014 Equity Incentive Plan for the equivalent to 26,000 common shares. On March 3, 2022, the compensation committee approved the granting of up to 45,000 additional common shares in the form of SEUs and PSEUs. The purpose of the granting awards in the form of stock-equivalent units is to provide an incentive to attract, retain and reward talent in the IT industry and to prompt such persons to contribute to the growth and profitability of the Company. Eligible employees receive a grant of stock-equivalent units with a unit value equal to the market value of one common share of the Company, to be settled in cash or common shares of the Company.

Until the 2014 Equity Incentive Plan Termination Date we have granted to eligible employees 35,142 SEUs and PSEUs, net of any cancelled and/or forfeited awards. All stock-equivalent units were granted 50% in the form of PSEUs and 50% in the form of SEUs, each with a vesting period of four years, 25% becoming exercisable on or about each anniversary of the grant date.

There were 6,957, 16,586 and 28,059 SEUs and PSEUs outstanding as of December 31, 2025, 2024 and 2023, respectively. For 2025, 2024 and 2023, we recorded $0.8 million, $0.9 million and $2.3 million of share-based compensation expense related to these stock-equivalent units and we delivered 4,310, 3,844 and 4,524 common shares, respectively. For further discussion of the 2014 Equity Incentive Plan, see “Compensation—Equity Compensation Arrangements".

2024 Equity Incentive Plan

On July 2, 2024, our board of directors approved and adopted the Company's 2024 Equity Incentive Plan (the "2024 Equity Incentive Plan"), pursuant to which we may issue stock awards up to an aggregate amount of 2,000,000 common shares. For further discussion of the 2024 Equity Incentive Plan, see “Compensation—Equity Compensation Arrangements".

During 2024, we granted to members of our senior management and certain other employees RSUs and PRSUs under the 2024 Equity Incentive Plan, generally on a 50% basis each. As of December 31, 2025, all awards granted under the 2024 Equity Incentive Plan during 2025 are outstanding in the form of RSUs in accordance with our new Long-Term Incentive ("LTI") model. See “Compensation – Compensation of Board of Directors and Senior Management” below for further information.

Each of our RSUs and PRSUs will be settled, automatically upon its vesting, with one of our common shares. No amounts are paid or payable by the recipient upon receipt of a RSU or PRSU. The RSUs or PRSUs do not carry rights to dividends or voting rights. Most RSUs and PRSUs under the plan were granted with a vesting period of four years, 25% becoming exercisable on or about each anniversary of the grant date. Share-based compensation expense for awards of equity instruments is determined based on the fair value of the awards as of the grant date. Fair value is calculated using the Black-Scholes option pricing model.

Under the terms of our 2024 Equity Incentive Plan, from its adoption until December 31, 2025, we have granted to members of our senior management and certain other employees 545,522 RSUs and PRSUs, net of any cancelled and/or forfeited awards. Most of these awards were comprised of RSUs. RSUs and PRSUs have generally been granted with a vesting period of four years, 25% becoming vested on or about each anniversary of the grant date.

Under the 2024 Equity Incentive Plan, there were 326,492 and 157,685 RSUs and/or PRSUs outstanding as of December 31, 2025 and 2024, respectively. For 2025 and 2024, we recorded $16.7 million and $3.5 million of share-based compensation expense related to these restricted stock unit agreements, respectively. For further discussion of the 2024 Equity Incentive Plan, see “Compensation—Equity Compensation Arrangements".

Employee Stock Purchase Plan ("ESPP")

On March 1, 2021, our board of directors adopted an ESPP. The purpose of the ESPP is to advance the interests of the Company and our shareholders by providing an incentive to attract, retain and reward our eligible employees and by motivating such persons to contribute to the growth and profitability of the Company. The ESPP provides such eligible employees with an opportunity to acquire a proprietary interest in the Company through the purchase of the Company’s common shares payable by means of payroll deductions. As of December 31, 2025, we have delivered 222,864 common shares under the plan. For further discussion of the ESPP, see “Employees—2021 Employee Stock Purchase Plan".

C. Research and Development, Patents and Licenses, etc.

See “Information of the company - Business Overview — Intellectual Property.”

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D. Trend Information

See "Operating Results — Factors Affecting Our Results of Operations."

Other than as disclosed in this report, we are not aware of any trends, uncertainties, demands, commitments, or events since December 31, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity, or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E. Critical Accounting Estimates

See note 4 to our audited consolidated financial statements for the year ended December 31, 2025.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Directors

The table below sets forth information concerning our directors as of the date of this annual report.

Directors may be re-elected for one or more terms of up to four-years. Directors appointed to fill vacancies remain in office until the next general meeting of shareholders.

Globant S.A. was incorporated in Luxembourg on December 10, 2012. References to the terms of service or appointment of our directors and senior management in the following biographies include their service to our predecessor companies.

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Martín Migoya

Mr. Migoya has served as Chairman of our board of directors and Chief Executive Officer since 2005. He founded our company together with Messrs. Englebienne, Nocetti and Umaran in 2003. His mission is to reinvent the professional services industry through agility and disruptive innovation at all levels of the organization. He is a member of the Young Presidents’ Organization and a board member of Endeavor Argentina. Mr. Migoya holds a degree in electronic engineering from Universidad Nacional de La Plata (UNLP) and a master’s degree in business administration, from the University of CEMA. He co-authored two books, "The Never Ending Digital Journey" and "Embracing the power of AI", where he shares his thoughts on how technology is changing the world and how brands need to adapt to lead this revolution. Since July 2021, Mr. Migoya has served as Manager of Enigma.art LLC. Mr. Migoya has been a featured guest lecturer at various universities including MIT and Harvard, and has been a judge at the Endeavor Entrepreneurs panel and at La Red Innova. He was selected as an Endeavor Entrepreneur in 2005 and won a Konex Award as one of the most innovative entrepreneurs of 2008. He was selected as an Argentine Creative Individual of 2009 and received the Security Award as one of the most distinguished Argentine businessmen of 2009. He also received in 2009 the America Economía Magazine’s “Excellence Award”, which is given to entrepreneurs and executives that contribute to the growth of Latin American businesses. In 2011, Latin Trade recognized Mr. Migoya as Emerging CEO of the Year. In 2013, Mr. Migoya received the “Entrepreneur of the Year Award” from Ernst & Young. In 2019, he was named Top CEO of the Year at the 2019 CEO World Awards and CEO of the year by El Cronista Comercial (Argentina). We believe that Mr. Migoya is qualified to serve on our board of directors due to his deep familiarity with our company and the perspective, experience, and operational expertise in the technology services industry that he has developed during his career and as our co-founder and Chief Executive Officer.

Martín Gonzalo Umaran

Mr. Umaran has served as a member of our board of directors since 2012 and served as Chief of Staff from 2013 to 2020. As Globant’s Chief of Staff, Mr. Umaran was responsible for coordinating our back-office activities, supporting executives in daily projects and acting as a liaison to our senior management. Since 2008, he has been responsible for our mergers and acquisitions processes and strategic initiatives. From 2005 to 2012, Mr. Umaran served as Globant’s Chief Operations Officer and Chief Corporate Business Officer, in charge of managing our delivery teams and projects. In 2022, Mr. Umaran was appointed as Chief Corporate Development Officer, responsible to incorporate other organizations into the Company as part of its global growth strategy. He has also been named President for EMEA, working side by side with our team in the region to achieve Globant’s growth plans. Together with his three Globant co-founders, Mr. Umaran was selected as an Endeavor Entrepreneur in 2005. Mr. Umaran holds a degree in mechanical engineering from Universidad Nacional de La Plata (UNLP) and a Masters in Business Administration from IDEA. We believe that Mr. Umaran is qualified to serve on our board of directors due to his intimate familiarity with our company and his perspective, experience, and operational expertise in the technology services industry that he has developed during his career as a co-founder of our company.

Guibert Englebienne

Mr. Englebienne has served as a member of our board of directors since 2003. In 2021, Mr. Englebienne became President of Globant X and Globant Ventures to help drive the success of these initiatives. He also was appointed President for Latin America, a role to provide strategic advice to our regional leadership. Mr. Englebienne previously served as our Chief Technology Officer from 2003 to 2021. He is one of Globant’s co-founders. Prior to co-founding Globant, Mr. Englebienne worked as a scientific researcher at IBM and, later, as head of technology for CallNow.com Inc. As Globant’s Chief Technology Officer, he oversees the technological development of Globant's diverse Studios, each a deep pocket of expertise with a focus on incorporating the latest trends to bring solutions to global companies. Together with his three Globant co-founders, Mr. Englebienne was selected as an Endeavor Entrepreneur in 2005. In addition to his responsibilities at Globant, Mr. Englebienne is President of Endeavor Argentina. In 2011, he was included in Globalization Today’s “Powerful 25” list. Mr. Englebienne holds a bachelor’s degree in Computer Science and Software Engineering from the Universidad Nacional del Centro de la Provincia de Buenos Aires in Argentina. We believe that Mr. Englebienne is qualified to serve on our board of directors due to his intimate familiarity with our company and his perspective, experience, and operational expertise in the technology services industry that he has developed during his career as our co-founder and executive officer.

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Francisco Álvarez-Demalde

Francisco Alvarez-Demalde has been a member of our board of directors since 2007. He is a Co-Founder and Managing Partner of Riverwood Capital, one of the leading investment firms solely dedicated to technology growth and scalability, and the largest early investor in Globant. Prior to establishing Riverwood, Mr. Alvarez-Demalde was an investment executive at Kohlberg Kravis Roberts & Co. (KKR), where he focused on leveraged buyouts in the technology industry and other sectors. He also previously held roles with Goldman Sachs & Co, and other companies. Mr. Alvarez-Demalde has invested and been actively involved in the development, operations, and growth of several successful businesses across North America, Latin America and other geographies. Mr. Alvarez-Demalde earned a Licentiate (Honors) in Economics from Universidad de San Andrés in Argentina, with additional studies at the Wharton School. He has led investments in or is a current or former Director or Advisor of several technology companies, including 99, Alog Data Centers do Brasil, AppZen, BigID, Billtrust (NASDAQ: BTRS), Cloudblue, Cognosos, CRM&Bonus, Dock, Globant (NYSE: GLOB), Greenhouse, Industrious, Insider, Invgate, Jobint, Mandic, MotionPoint, Navent, Omie, OneModel, Pixeon, RD Station, SecurityScorecard, Sensedia, Shiphero, SUMA, Technisys, and VTEX (NYSE: VTEX), among others. Mr. Alvarez-Demalde is also a Global Ambassador with Endeavor, Chairman of The Association for Private Capital Investment in Latin America (LAVCA), a Director of illumyn Impact, Founder of LTF and Digitar, and is actively involved in non-profit initiatives focused on education. We believe that Mr. Alvarez-Demalde is qualified to serve on our board of directors due to his considerable business experience in the technology industry and his experience serving as a director of other companies.

Linda Rottenberg

Ms. Rottenberg has served as a member of our board of directors since 2017 and served as a member and chairman of Globant's Corporate Governance and Nominating Committee from 2020 to September 2023. Since October 3, 2023 and September 30, 2023, respectively, Ms. Rottenberg has served as Lead Independent Director and a member of Globant's Audit Committee. Ms. Rottenberg previously served as a member of the Audit Committee from May 9, 2017 through August 2021. Named “Innovator for the 21st Century” (TIME) and one of “America’s Best Leaders” (U.S. News), Ms. Rottenberg is cofounder and CEO of Endeavor, the leading global community of, by, and for high-impact entrepreneurs. Operating in more than 40 markets spanning the globe, Endeavor identifies, scales up, and co-invests in the most innovative, rapidly growing businesses in emerging and underserved markets. Ms. Rottenberg also serves as President of Endeavor Catalyst, the rules-based investment arm of Endeavor with $500M in assets under management across four funds. Launched in 2012, Endeavor Catalyst has invested in 300+ companies under Ms. Rottenberg's leadership. The portfolio comprises 24 exited investments and 50 “unicorn” companies valued at over $1B+. Ms. Rottenberg currently serves as a director in OLO (NYSE: OLO), a top SaaS-based food ordering platform. She also serves on the board of Pershing Square SPARC Holdings. She formerly served as a director of ZAYO, a global bandwidth infrastructure company. She is also a member of YPO, World Economic Forum, Anchor Fund Advisory Board, Yale Ventures Advisory Board, and Vice Chair of Yale President’s Council on International Activities. Author of the New York Times bestselling book, CRAZY IS A COMPLIMENT, and accomplished public speaker, Ms. Rottenberg has been the subject of six Harvard Business School case studies and one Stanford GSB case study. Other honors include the Silicon Valley Forum Visionary Award; Heinz Award for Technology, the Economy, and Employment; Babson College Honorary Doctorate; and the Yale Law School Award of Merit. A graduate of Harvard College and Yale Law School. We believe that Ms. Rottenberg is qualified to serve on our board of directors due to her knowledge and experience in the technology industry and experience serving as a director of other companies.

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Maria Pinelli

Ms. Pinelli has served as a member of our board of directors since April 2021 and our audit committee since August 2021, and as a chair of the audit committee since June 7, 2024. She is a global C-suite executive and CEO of Strategic Growth Advisors, LLC and serves as an advisor to Growth Companies. She currently serves as a member of the Board of Directors, Chair of the Audit Committee for Brightstar Lottery, PLC., and as a member of the Board of Directors, Chair of the Audit Committee, and member of the Compensation Committee for Archer Aviation, Inc. From 2020 to 2022, Ms. Pinelli previously served as a board director and Chair of the Audit Committee for Clarim Acquisition Corporation. Previously, Ms. Pinelli served as Global Vice Chair of Ernst & Young LLP (“EY”) from 2011 to 2017 and led EY’s Global Strategic Growth Business unit with a focus on serving private and public companies poised for exponential growth and supporting entrepreneurs. Ms. Pinelli led EY’s efforts across all business sectors overseeing the Americas, Europe, Middle East, India, Africa, Asia Pacific and Japan, regions covering over 150 countries. During the same period, she also served as EY’s Global IPO Leader, helping clients prepare for the public markets including IPO readiness, SOX compliance and how to manage stakeholder expectations. Prior to leading the global business of EY, Ms. Pinelli was EY’s Director of Strategic Growth Markets for the Americas from 2006 to 2011. In this role, Ms. Pinelli led a team of over 5,000 professionals serving high growth private, pre-IPO companies, and public and private equity backed businesses. Following her role as Global Vice Chair, from 2018 to 2020, Ms. Pinelli led EY’s Consumer Products and Retail sector. Ms. Pinelli is a qualified public accountant in Canada and the United Kingdom, and was a lead client service partner serving significant clients in the technology, consumer and retail sectors. She successfully led more than 20 initial public offerings in four different countries and more than 25 merger and acquisition transactions worldwide and testified before the U.S. House Financial Services Committee on the state of the capital markets. Her experience includes strategic transactions and due diligence advice, Sarbanes-Oxley implementation and stakeholder management. Ms. Pinelli received her Bachelor of Commerce from McMaster University and completed executive programs at Harvard Business School and the Kellogg School of Management. Ms. Pinelli has also participated as a speaker at the Most Powerful Women Summit, World Economic Forum and G20 summits, and has been featured in the Wall Street Journal, Bloomberg, CNBC and Squawk Box. In addition, she was admitted to the G50, Committee 200 and recognized as one of the Square Mile’s most inspiring Power 100 Women. Ms. Pinelli has also served as Chair of the Network for Teaching Entrepreneurship and a member of the World Economic Forum Global Growth Company Advisory Committee. We believe that Mrs. Pinelli is well-qualified to serve as a director and a financial expert due to her leadership roles, international business experience, financial acumen and extensive experience in advising growth companies.

Andrea Mayumi Petroni Merhy

Ms. Petroni Merhy has served as a member of our board of directors since April 22, 2022 and as member of our Corporate Governance and Nominating committee since May 7, 2022 and as chair of such Corporate Governance and Nominating Committee since June 7, 2024. Ms. Petroni Merhy is a Managing Director, Head of Global Banking Client and Deal Support at JPMorgan Chase and a member of the Global Services Executive Committee. Prior to that, she was the Head of Business Advisory & Execution, member of the Global Banking Asia Pacific Management Committee, Chair of the Asia Pacific Banking Business Selection Committee, and a member of JPMorgan Asia Pacific Reputation Risk Committee. Before moving to Asia Pacific, Ms. Petroni Merhy held a number of leadership roles within JPMorgan Chase including Head of Finance & Business Management for the Investment and Corporate Banking and Payments for Asia Pacific, Senior Business Manager for China, Head of Human Resources for Latin America and Head of Finance & Strategy for the Investment Banking in Latin America. From 2015 to 2021, Ms. Petroni Merhy also served as a Board Member of the JPMorgan Chase Bank (China) Company Limited, joining the Nominating and Related Party Transactions committees. Earlier in her career, Ms. Petroni Merhy was an investment banker advising clients on mergers & acquisitions, capital raising and strategic alternatives across all industries in Latin America. Ms. Petroni Merhy holds a bachelor’s degree in Business Administration from Escola de Administração de Empresas Fundação Getúlio Vargas in Brazil. We believe that Ms. Petroni Merhy is qualified to serve on our board of directors due to her extensive business experience, risk management expertise and financial understanding.

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Andrew McLaughlin

Andrew McLaughlin has been a member of our board of directors since March 27, 2024, and as a member of our compensation committee and corporate governance and nominating committee since March 27, 2024. Mr. McLaughlin is the Chief Operating Officer of SandboxAQ. Emerging from Alphabet Inc. in 2022, Sandbox AQ combines AI and quantum technologies to address challenging problems in cybersecurity, life sciences and healthcare, materials science & manufacturing, global navigation, and financial services. He is also a co-founder and partner at Higher Ground Labs, a startup accelerator and venture investor that backs and builds for-profit startups that strengthen democratic institutions and good governance. In 2023, HGL launched a pioneering AI Lab, focusing on marshaling AI to bolster democracy and the rule of law. From 2019 to 2023, Mr. McLaughlin served as founding President & COO of Assembly OSM, a fast-growing, venture-backed startup transforming the methods of constructing urban buildings. Mr. McLaughlin is also a member of the board of directors and the executive committee of the Starknet Foundation, a permissionless protocol to scale Ethereum while retaining Ethereum’s security and decentralization. From 2017 to 2018, Mr. McLaughlin was the founding executive director of the Tsai Center for Innovative Thinking at Yale, a new, university-wide initiative to support students across disciplines to tackle real-world problems in innovative ways. As a partner at betaworks from 2012 to 2016, Mr. McLaughlin was an operator, a company and product builder, a business strategist, and an early-stage tech investor. He served as chief executive officer of two betaworks companies, Digg and Instapaper, and in 2016 worked at Medium, leading a set of teams including corporate development, new business initiatives, editorial, outreach, international, and enterprise services. From 2012 to 2019, Mr. McLaughlin served on the board of Chartbeat, a real-time data analytics service founded at betaworks. From 2011 to 2012, Mr. McLaughlin was EVP of Tumblr, responsible for the international, community, outreach, editorial, marketing, and support teams. From 2009 to 2011, Mr. McLaughlin was a member of President Obama's senior White House staff, serving as Deputy Chief Technology Officer of the United States. In that role, Mr. McLaughlin was responsible for advising the President on Internet, technology, and innovation policy, including open government, cybersecurity, online privacy and free speech, spectrum policy, federal R&D priorities, entrepreneurship, and the creation of open technology standards and platforms for health care, energy efficiency, and education. From 2003 to 2009, Mr. McLaughlin was Director of Global Public Policy at Google, leading the company's work on issues like freedom of expression and censorship, surveillance and law enforcement, privacy, copyrights and trademarks, regulation of Internet and telecommunications networks, wireless radio spectrum, national security, trade policy, patent reform, and online child protection. Google’s first public policy hire, Mr. McLaughlin established, built and managed a 50-person worldwide team based in Brussels, London, Paris, Madrid, Milan, Berlin, Amsterdam, Stockholm, Dublin, Brasilia, Buenos Aires, Tokyo, Seoul, Beijing, Sydney, Ottawa, Washington, and San Francisco. Beyond policy, Mr. McLaughlin was a co-lead on Google's Africa strategy and operations. From 1999 to 2003, Mr. McLaughlin helped launch, establish, and manage ICANN, the Internet's technical coordinating organization, serving as Vice President, Chief Policy Officer, and Chief Financial Officer. After clerking on the U.S. Court of Appeals for the Eighth Circuit, Mr. McLaughlin started his career as a lawyer at Jenner & Block in Washington, D.C., where he focused on appellate and constitutional litigation. He was a member of the legal team that challenged the U.S. government's first Internet censorship law, resulting in the Supreme Court's landmark 1997 Internet free speech ruling in Reno v. ACLU. From 1997 to 1998, Mr. McLaughlin served as legal counsel in the U.S. House of Representatives. Mr. McLaughlin holds a J.D. from Harvard Law School, and a B.A. from Yale University. We believe that Mr. McLaughlin is qualified to serve on the board of directors due to his extensive business, management and leadership experience.

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Alejandro Nicolás Aguzín

Mr. Aguzin has been a member of our board of directors since May 10, 2024, and as a member of our audit committee and compensation committee since June 7, 2024. Mr. Aguzin is a distinguished global financial leader with deep experience across the Americas, Asia, and the broader international capital markets. Over his nearly 35-year career, he has held senior leadership positions on multiple continents, consistently taking on roles of great responsibility and providing strategic value to both corporations and government institutions around the world. He most recently served as Chief Executive Officer and Board Member of Hong Kong Exchanges and Clearing (HKEX) from May 2021 to February 2024, becoming the first non-Chinese executive to lead the institution. As CEO, Mr. Aguzin also oversaw the London Metal Exchange (LME), a leading global marketplace for industrial metals. Prior to joining HKEX, Mr. Aguzin spent more than three decades at J.P. Morgan, where he held multiple senior leadership roles. He began his career in 1990 in the firm’s Investment Banking Division, working in Buenos Aires and New York before taking regional leadership positions across Latin America. In 2005, he was appointed CEO of J.P. Morgan Latin America, and from 2008 to 2009 also served as Senior Country Officer for Brazil, overseeing the firm’s businesses across the region. In 2013, Mr. Aguzin relocated to Hong Kong as CEO of J.P. Morgan Asia Pacific, directing operations across 17 markets and managing a team of more than 50,000 employees in one of the world’s most dynamic regions. From 2020 to 2021, he served as CEO of J.P. Morgan’s International Private Bank, overseeing the wealth management of many of the world’s most influential families and serving on the firm’s Asset & Wealth Management Operating Committee. Mr. Aguzin serves on several boards and international councils. Since 2017, he has been a Board Member of Mercado Libre, Latin America’s leading e-commerce and fintech company, where he sits on the Audit Committee and the Nominations and Governance Committee. He is also a Trustee of Eisenhower Fellowships, an organization dedicated to the development of emerging leaders; a Global Trustee of the Asia Society, which promotes cooperation between Asia and the rest of the world; and a Global Ambassador of Endeavor, supporting high-impact entrepreneurs in emerging markets. In addition, he serves on the Asia Pacific Leadership Council of The Nature Conservancy and the Asia Pacific Leadership Committee of the University of Pennsylvania. Born in Argentina, Mr. Aguzin earned a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. We believe that Mr. Aguzin is qualified to serve on the board of directors due to his previous leadership roles, international business experience and financial acumen.

Senior Management

As of the date of this annual report, our group senior management is made up of the following members:

The following is the biographical information of the members of our group senior management other than Mrs. Migoya, Umaran and Englebienne, whose biographical information is set forth in “— Directors.”.

Juan Urthiague

Mr. Urthiague has been our Chief Financial Officer since October 2018 and is in charge of corporate finance, treasury, accounting and tax, financial reporting, financial services and investor relations. Mr. Urthiague joined Globant in 2011, and was a key member in the company’s global expansion and transformation into a publicly listed company on the NYSE. Prior to his return to Globant, he spent 15 months outside the company serving as Chief Financial Officer Latam for OLX and as Chief Financial Officer for avantrip.com. Prior to joining Globant in 2011, Mr. Urthiague worked as Planning Manager for Amadeus IT Group in Spain and as Senior Credit Specialist in Merrill Lynch in Ireland and also held financial roles for companies like British American Tobacco, Ternium and IBM. Mr. Urthiague has a MSc. in Finance and Capital Markets from Dublin City University and Bachelor’s degree in Business Administration from the Universidad de Buenos Aires.

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Fernando Matzkin

Mr. Fernando Matzkin has been our Chief Revenue Officer since July 2025. In this role, he is responsible for driving Globant’s overall revenue growth and ensuring sustained profitability across markets. He leads the execution of the Company’s go-to-market strategy, aligning sales, marketing and operational functions, and coordinating the efforts of Globant’s Industry AI Studios to deliver scalable and high-impact solutions to clients worldwide. Mr. Matzkin joined Globant in 2009 and has held multiple senior leadership roles across the Company’s global organization. Prior to his current position, he served as Chief Business Officer and General Manager for Europe (2022–2025), where he led operations across five key markets, drove 250% revenue growth between 2022 and 2024, held full P&L responsibility and oversaw the execution of the Company’s M&A strategy in the region. He previously served as Chief Business Officer for North America (2020–2022), leading the Company’s expansion across the United States and Canada, and as General Manager for the U.S. East Region, overseeing operations in a region representing approximately 30% of total Company revenues. He began his career at Globant as a Project Manager in 2009. Prior to joining Globant, Mr. Matzkin held positions at Volkswagen Argentina, where he served as Process Integration Officer – Steering and Support Processes and as IT Governance Analyst. He also worked at Telefónica de Argentina, Oracle, Disco Ahold S.A. and Soft Office in various project management, quality and functional analysis roles. Mr. Matzkin holds a Bachelor’s degree in Business Administration and a Bachelor’s degree in Information Systems from the Universidad de Buenos Aires.

Wanda Weigert

Mrs. Weigert has been our Chief Brand Officer since November 2018. From 2007 to 2018, she served as our Communications Manager and Director of Communications and Marketing. She joined Globant in 2005 and worked for two years in the Internet marketing department as a senior consultant. From 2002 to 2005, she worked at Jota Group, a publishing house where she was responsible for the development of corporate communications tools for different multinational customers. Mrs. Weigert created and supervises Globant’s communications department. As our Chief Brand Officer, she coordinates Globant’s relationships with the press throughout the globe. She is also responsible for developing both our internal and external communications strategies. Mrs. Weigert holds a bachelor’s degree in social communications from Universidad Austral and she completed her post-graduate studies in marketing at the Pontificia Universidad Católica Argentina “Santa Maria de los Buenos Aires."

Diego Tártara

Diego Tártara is our Chief Technology Officer and is responsible for ensuring that Globant’s teams around the world develop and deliver innovative solutions that create value for each client as they navigate today’s constantly evolving industries. Mr. Tártara also oversees the development and evolution of Globant’s more than 38 Studios, which represent deep pockets of expertise. This includes Digital Studios based on technology, like AI or Blockchain; Reinvention Studios based on industries, such as Airlines or Automotive; and Enterprise Studios based on the application of solutions from Microsoft, Salesforce, and SAP, among others. Mr. Tártara has more than 25 years of experience in the technology industry. His journey at Globant began in 2008 as the Tech Director of the Games Studio, where he later became a Studio Partner. Despite his executive role, Mr. Tártara remains closely connected to Globant’s various development teams, ensuring the high quality of products and the growth of each Globant team member.

Patricio Pablo Rojo

Mr. Rojo has been our General Counsel since October 2021. He has the overall responsibility of supervising Globant´s Legal and Compliance department. He previously served in this role from 2013 to 2018. Prior to his return to Globant, he spent almost three years as our external counsel, assisting Globant with several transactions and critical initiatives. Prior to joining Globant in 2013, Mr. Rojo worked as a corporate and banking law associate at the law firm Marval O'Farrel & Mairal from 2002 to 2006 and from 2007 to 2013. Between 2006 and 2007, he was an International Associate at the New York office of Simpson, Thacher & Bartlett LLP. Pablo has a law degree from the Pontificia Universidad Católica Argentina "Santa María de los Buenos Aires" and has completed post-graduate studies in law and economics at Torcuato Di-Tella University.

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B. Compensation

Compensation of Board of Directors and Senior Management

Our executive compensation philosophy is designed to attract, retain, and motivate key talent while aligning rewards with business performance, strategic priorities and long-term value creation. It promotes accountability, differentiation, and sustained high performance.

In line with these principles, compensation for our Senior Executives Officers is closely linked to business outcomes and value creation for customers and shareholders, reinforcing a clear connection between payment, performance, and results.

This approach is complemented by our commitment to fostering a culture of innovation and belonging, as well as to advancing the sustainability of our solutions and operations as key drivers of long-term growth and resilience.

In alignment with our business and culture priorities, we have established the following compensation principles and practices:

•Market Driven & Competitive: Our compensation programs are benchmarked against relevant industry and peer groups to support the attraction and retention of high-quality talent. We regularly monitor market practices and trends to ensure compensation remains competitive, equitable, and aligned with market conditions.

•Global Framework, Local Relevance: Our compensation principles are applied through a consistent global framework, while allowing for appropriate local market practices and regulatory requirements.

•Pay for Performance: Compensation outcomes are directly tied to individual and company performance. We emphasize differentiation based on results, reinforcing a strong connection between performance, impact, and reward.

•Alignment with Business Strategy: Variable compensation programs are linked to the Company’s annual and long-term strategic objectives. This alignment ensures that incentive outcomes reinforce the execution of priorities that drive sustainable business performance.

•Long Term Value Creation: Long-term incentive programs are designed to promote an ownership mindset and align executive interests with the creation of long-term shareholder value.

Globant’s compensation policy is designed to align executive compensation with the Company’s strategic execution and long-term value creation. The compensation framework consists of a fixed component and a variable compensation program that rewards the achievement of annual business objectives and multi-year performance goals. A significant portion of total compensation is delivered through long-term incentives, which are intended to promote sustained performance, reinforce an ownership mindset, and align executive decision-making with the creation of long-term shareholder value, while encouraging appropriate risk-taking in support of long-term value creation.

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The total fixed and variable cash remuneration of our executive directors and senior management for the years ended December 31, 2025, 2024 and 2023, amounted to $12.5 million (including severance and other termination payments recognized during the year for $4.7 million), $7.8 million and $7.0 million, respectively.

Upon completion of our initial public offering we replaced our then existing variable compensation arrangements with a new short-term incentive ("STI") plan providing for the payment of bonuses based on the achievement of certain financial and operating performance measures and adopted the 2014 Equity Incentive Plan.

The STI applies to middle management positions and above, including executive officers. STI awards are determined based on a combination of individual performance objectives, leadership contributions, and overall Company performance, as measured against pre-established criteria.

From the adoption of the 2014 Equity Incentive Plan until the 2014 Equity Incentive Plan Termination Date we granted to members of our senior management and certain other employees 30,000 stock awards, options to purchase 2,248,122 common shares, 2,683,791 RSUs and PRSUs, and 35,142 SEUs and PSEUs, net of any cancelled and/or forfeited awards. See "Liquidity and Capital Resources — Equity Compensation Arrangements" above for further information.

On November 15, 2023 our board of directors adopted a Policy for Recovery of Erroneously Awarded Incentive-Based Compensation (the "Clawback Policy"), effective as of October 2, 2023. The Clawback Policy is administered by our compensation committee and was adopted in compliance with Section 10D of the Exchange Act and applicable rules of the NYSE. The Clawback Policy provides that if we are required to prepare an accounting restatement, then we will seek to recover incentive-based compensation from certain current or former executive officers' that was erroneously awarded and received during the three completed fiscal years immediately preceding the date we are required to prepare such accounting restatement. A copy of this policy is included as Exhibit 97.1 to this Annual Report.

On July 2, 2024, we adopted the 2024 Equity Incentive Plan. See “Compensation—2024 Equity Incentive Plan" below for further information. From the adoption of the 2024 Equity Incentive Plan until December 31, 2025 we granted to members of our senior management and certain other employees 545,522 RSUs and PRSUs, net of any cancelled and/or forfeited awards. See "Liquidity and Capital Resources — Equity Compensation Arrangements" above for further information.

For all awards granted under the 2024 Equity Incentive Plan during 2025, we adopted a new LTI model, which we intend to apply in the current and subsequent years. Under this new LTI model, for each fiscal year we define a financial performance metric — which may include parameters such as revenue, operating margin or net income — to determine the size of the pool of awards to be granted under the 2024 Equity Incentive Plan for that fiscal year.

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Following this determination, and subject to approved exceptions, we will fix the number of target awards to be granted per role and level of seniority, aligned with market median practices, and will grant awards 100% in the form of RSUs with a four-year vesting period, allocated among beneficiaries as a percentage of the applicable target awards based on each beneficiary’s performance and potential assessment.

2014 Equity Incentive Plan

On July 3, 2014, our board of directors and shareholders approved and adopted our 2014 Equity Incentive Plan, which was amended on May 9, 2016, February 13, 2019, May 18, 2021 and June 8, 2022. The 2014 Equity Incentive Plan expired on the 2014 Equity Incentive Plan Termination Date and no awards were or will be granted under the plan after such date; provided that, subject to the applicable provisions of the 2014 Equity Incentive Plan, all outstanding awards that were subject to being satisfied or terminated under the plan as of the 2014 Equity Incentive Plan Termination Date, will remain outstanding in accordance with the terms of the 2014 Equity Incentive Plan. As of December 31, 2025, an aggregate of 1,012,902 common shares remained subject to outstanding awards previously granted under the 2014 Equity Incentive Plan. The following description of the plan is qualified in its entirety by the full text of the plan, which has been filed with the SEC as an exhibit to the registration statement previously filed in connection with our initial public offering and incorporated by reference herein.

Purpose. We believe that the plan will promote our long-term growth and profitability by (i) providing key people with incentives to improve shareholder value and to contribute to our growth and financial success through their future services, and (ii) enabling us to attract, retain and reward the best-available personnel.

Eligibility; Types of Awards. Selected employees, officers, directors and other individuals providing bona fide services to us or any of our affiliates, are eligible for awards under the plan. The administrator of the plan may also grant awards to individuals in connection with hiring, recruiting or otherwise before the date the individual first performs services; however, those awards will not become vested or exercisable before the date the individual first performs services. The plan provides for grants of stock options, stock appreciation rights, restricted or unrestricted stock awards, RSUs, performance awards and other stock-based awards, or any combination of the foregoing.

Common Shares Subject to the Plan. The number of common shares that we may issue with respect to awards granted under the plan will not exceed an aggregate of 5,666,667 common shares. This limit will be adjusted to reflect any stock dividends, split ups, recapitalizations, mergers, consolidations, share exchanges, and similar transactions. If any award, or portion of an award, under the plan expires or terminates unexercised, becomes unexercisable, is settled in cash without delivery of common shares, or is forfeited or otherwise terminated or cancelled as to any common shares, the common shares subject to such award will thereafter be available for further awards under the plan. Common shares used to pay the exercise price of an award or tax obligations will not be available again for other awards under the plan.

Administration. The plan is administered by our compensation committee. The administrator has the full authority and discretion to administer the plan and to take any action that is necessary or advisable in connection with the administration of the plan, including without limitation the authority and discretion to interpret and construe any provision of the plan or any agreement or other documents relating to the plan. The administrator’s determinations will be final and conclusive.

Awards. The plan provides for grants of stock options, stock appreciation rights, restricted or unrestricted stock awards, RSUs, performance awards, and other stock-based awards.

Stock Options. The plan allows the administrator to grant incentive stock options, as that term is defined in section 422 of the Internal Revenue Code, or non-statutory stock options. Only our employees or employees of our subsidiaries may receive incentive stock option awards. Options must have an exercise price that is at least equal to the fair market value of the underlying common shares on the date of grant and not lower than the par value of the underlying common shares. The option holder may pay the exercise price in cash or by check, by tendering common shares, by a combination of cash and common shares, or by any other means that the administrator approves. The options have a maximum term of ten years; however, the options will expire earlier if the optionee’s service relationship with the company terminates.

Stock Appreciation Rights. The plan allows the administrator to grant awards of stock appreciation rights which entitle the holder to receive a payment in cash, in common shares, or in a combination of both, having an aggregate value equal to the product of the excess of the fair market value on the exercise date of the underlying common shares over the base price of the common shares specified in the grant agreement, multiplied by the number of common shares specified in the award being exercised.

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Stock Awards. The plan allows the administrator to grant awards denominated in common shares or other securities, stock equivalent units or RSUs, securities or debentures convertible into common shares or any combination of the foregoing, to eligible participants. Awards denominated in stock equivalent units will be credited to a bookkeeping reserve account solely for accounting purposes. The awards may be paid in cash, in common shares or in a combination of common shares or other securities and cash.

Performance Awards. The plan allows the administrator to grant performance awards including those intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the U.S. Internal Revenue Code. The administrator may establish performance goals relating to any of the following, as it may apply to an individual, one or more business units, divisions or subsidiaries, or on a company-wide basis, and in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies: revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); operating income; pre- or after-tax income; cash flow; cash flow per share; net earnings; earnings per share; price-to-earnings ratio; return on equity; return on invested capital; return on assets; growth in assets; share price performance; economic value added; total shareholder return; improvement in or attainment of expense levels; improvement in or attainment of working capital levels; relative performance to a group of companies comparable to the company, and strategic business criteria consisting of one or more objectives based on the company’s meeting specified goals relating to revenue, market penetration, business expansion, costs or acquisitions or divestitures. Performance targets may include minimum, maximum, intermediate and target levels of performance, with the size of the performance-based stock award or the lapse of restrictions with respect thereto based on the level attained.

A performance target may be stated as an absolute value or as a value determined relative to prior performance, one or more indexes, budget, one or more peer group companies, any other standard selected by the administrator, or any combination thereof. The administrator shall be authorized to make adjustments in the method of calculating attainment of performance measures and performance targets in recognition of: (A) extraordinary or non-recurring items; (B) changes in tax laws; (C) changes in accounting policies; (D) charges related to restructured or discontinued operations; (E) restatement of prior period financial results; and (F) any other unusual, non-recurring gain or loss that is separately identified and quantified in our financial statements. Notwithstanding the foregoing, the administrator may, in its sole discretion, modify the performance results upon which awards are based under the plan to offset any unintended results arising from events not anticipated when the performance measures and performance targets were established.

Change in Control. In the event of any transaction resulting in a “change in control” of Globant S.A. (as defined in the plan), outstanding stock options and other awards that are payable in or convertible into our common shares will terminate upon the effective time of the change in control unless provision is made in connection with the transaction for the continuation, assumption, or substitution of the awards by the surviving or successor entity or its parent. In the event of such termination, the holders of stock options and other awards under the plan will be permitted immediately before the change in control to exercise or convert all portions of such stock options or awards that are exercisable or convertible or which become exercisable or convertible upon or prior to the effective time of the change in control.

Notwithstanding the foregoing, in the event of a change in control, all awards, subject to certain exclusions, granted to certain senior executives will (a) become vested and payable in equal parts on each of the change in control completion date, and the 6th and 12th month anniversaries from such date, unless full payment is resolved by the administrator upon consummation of the change in control; (b) be paid and settled in cash immediately, if the senior executive is terminated without cause or resigns with good reason during the first year following the change in control completion date; and (c) become vested and settled in cash on the change in control completion date, if the executive is terminated without cause or resigned with good reason at any time from the date the Company was made aware of the potential change in control, and such change in control occurs within the 6 months following the executive's dismissal or resignation.

Amendment and Termination. No award will be granted under the plan after the close of business on the day before the tenth anniversary of the effective date of the plan (i.e., July 2, 2024). Our board of directors may amend or terminate the plan at any time. Shareholder approval is required to reprice underwater options.

2024 Equity Incentive Plan

On July 2, 2024, our board of directors approved and adopted the 2024 Equity Incentive Plan, pursuant to which we may issue stock awards up to an aggregate amount of 2,000,000 common shares. As of December 31, 2025, an aggregate of 326,492 common shares remained subject to outstanding awards granted under the 2024 Equity Incentive Plan. The following description of the plan is qualified in its entirety by the full text of the plan, which has been filed with the SEC as an exhibit to the registration statement previously filed in connection with our initial public offering and incorporated by reference herein.

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Purpose. We believe that the plan will promote our long-term growth and profitability by (i) providing key people with incentives to improve shareholder value and to contribute to our growth and financial success through their future services, and (ii) enabling us to attract, retain and reward the best-available personnel.

Eligibility; Types of Awards. Selected employees, officers, directors and other individuals providing bona fide services to or for us or any of our affiliates, are eligible for awards under the plan. The administrator of the plan may also grant awards to individuals in connection with hiring, recruiting or otherwise before the date the individual first performs services for us or any of our affiliates; however, those awards will not become vested or exercisable, and no shares will be issued to such individual, before the date the individual first performs services. The plan provides for grants of stock options, stock appreciation rights, restricted or unrestricted stock awards, restricted or unrestricted stock units, performance awards, other stock-based awards, or any combination of the foregoing.

Common Shares Subject to the Plan. The number of common shares that we may issue with respect to awards granted under the plan will not exceed an aggregate of 2,000,000 common shares. This limit will be adjusted to reflect any stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, share exchanges, and similar transactions. If any award, or portion of an award, under the plan expires or terminates unexercised, becomes unexercisable, is settled in cash without delivery of common shares, or is forfeited or otherwise terminated or cancelled as to any common shares, the common shares subject to such award will thereafter be available for further awards under the plan. Common shares used to pay the exercise price of an award or tax obligations will not be available again for other awards under the plan.

Administration. The plan is administered by our compensation committee. The administrator has the full authority and discretion to administer the plan and to take any action that is necessary or advisable in connection with the administration of the plan, including without limitation the authority and discretion to interpret and construe any provision of the plan or any agreement or other documents relating to the plan and awards issued under the plan. The administrator’s determinations will be final and conclusive.

Stock Options. The plan allows the administrator to grant non-statutory stock options. Options must have an exercise price that is at least equal to the fair market value of the underlying common shares as of the date of grant to the extent required to comply with Code section 409A (if applicable), provided that all options must have an exercise price that is not lower than the par value of the underlying common shares. The options have a maximum term of ten years; however, the options will expire earlier if the optionee’s service relationship with the company terminates.

Stock Appreciation Rights. The plan allows the administrator to grant awards of stock appreciation rights which entitle the holder to receive a payment in cash, in common shares, or in a combination of both, having an aggregate value equal to the product of the excess of the fair market value on the exercise date of the underlying common shares over the base price of the common shares specified in the grant agreement, multiplied by the number of common shares specified in the award being exercised.

Stock Awards and Stock Unit Awards. The plan allows the administrator to grant awards or stock unit awards denominated in common shares or other securities, stock equivalent units or RSUs, securities or debentures convertible into common shares or any combination of the foregoing, to eligible participants. Awards denominated in stock equivalent units will be credited to a bookkeeping reserve account solely for accounting purposes. The awards may be paid in cash, in common shares or in a combination of common shares or other securities and cash.

Performance Awards. The plan allows the administrator to grant performance awards, which become payable on account of attainment of one or more performance goals or other conditions. Performance awards may be paid by the delivery of common shares or cash, or any combination of common shares and cash. Performance goals may be based on one or more financial, business or other criteria that apply to an individual or group of individuals, a business unit, or the Company or a subsidiary as a whole.

Other Stock-Based Awards. The plan allows the administrator to grant other stock-based awards in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law. Other stock-based awards may be denominated in cash, in common shares or other securities, in stock-equivalent units, in options, in stock appreciation units, in securities or debentures convertible into common shares, or in any combination of the foregoing and may be paid in common shares or other securities, in cash, or in a combination of common shares or other securities and cash.

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Change in Control. In the event of any transaction resulting in a “change in control” of Globant S.A. (as defined in the plan), except otherwise determined at the time of grant or in the grant agreement evidencing such award, outstanding stock options and other awards that are payable in or convertible into our common shares will terminate upon the effective time of the change in control unless provision is made in connection with the transaction for the continuation, assumption, or substitution of the awards by the surviving or successor entity or its parent. In the event of such termination, the holders of stock options and other awards under the plan will be permitted immediately before the change in control to exercise or convert all portions of such stock options or awards that are exercisable or convertible or which become exercisable or convertible upon or prior to the effective time of the change in control.

Notwithstanding the foregoing, in the event of a change in control, all awards, subject to certain exclusions, granted to certain senior executives will (a) become vested and payable in equal parts on each of the change in control completion date, and the 6th and 12th month anniversaries from such date, unless full payment is resolved by the administrator upon consummation of the change in control; (b) be paid and settled in cash immediately, if the senior executive is terminated without cause or resigns with good reason during the first year following the change in control completion date; and (c) become vested and settled in cash on the change in control completion date, if the executive is terminated without cause or resigned with good reason at any time from the date the Company was made aware of the potential change in control, and such change in control occurs within the 6 months following the executive's dismissal or resignation.

Clawback/Recovery. All awards granted under the plan will be subject to recoupment in accordance with the Clawback Policy, as amended and restated from time to time, while and to the extent it remains in effect, or with any other clawback or similar policy, however denominated, that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by any applicable law. In addition, our board of directors may impose such other clawback, recovery or recoupment provisions in a Grant Agreement as our board of directors determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired common shares or other cash or property upon the occurrence of an event constituting cause, as such term may be defined in the grant agreement or any other written agreement between the Company and the grantee. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company or a subsidiary. See “Compensation — Compensation of Board of Directors and Senior Management.”

Amendment and Termination. The administrator will have full power and authority to, among other things, modify, amend, extend or renew outstanding awards, or accept the surrender of outstanding awards and substitute new awards, including any such modification, amendment or substitution that results in repricing the award (provided however, that except as provided in the plan, any modification that would materially adversely affect any outstanding award will not be made without the consent of the holder; and to accelerate or otherwise change the time in which an award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such award, including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an award following termination of any beneficiary's employment or other relationship. No award will be granted under the plan after the close of business on the day before the tenth anniversary of the effective date of the plan (i.e., July 2, 2034). Our board of directors may amend or terminate the plan at any time. Shareholder approval is required to reprice underwater options.

Director Compensation

Only those directors who are considered to be independent directors under the corporate governance rules of the NYSE are eligible, subject to our shareholders’ approval, to receive compensation from us for their service on our board of directors. In this respect, independent members of our board of directors are eligible to receive cash and/or share based compensation for their services as directors, as well as reimbursement of reasonable and documented costs and expenses incurred by them in connection with attending any meetings of our board of directors or any committees thereof.

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During 2025, we paid an aggregate cash compensation of $600,000 and we granted a total of 12,747 RSUs to the independent members of our board of directors, as further described below. All such compensation had been approved by our shareholders at our 2024 annual general meeting:

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* As additional compensation for her role as Lead Independent Director during 2025, Mrs. Rottenberg was granted additional 1,821 RSUs (valued at $149,886 as of the grant date).

Members of our senior management who are members of our board of directors (Messrs. Migoya, Umaran and Englebienne) will not receive compensation from us for their service on our board of directors, but have received and will continue receiving cash compensation and share based compensation for their services as executive officers. See “Compensation — Compensation of Board of Directors and Senior Management.”

Benefits upon Termination of Employment

Neither we nor our subsidiaries maintain any directors’ service contracts providing for benefits upon termination of service.

In 2022, we entered into amended and restated non-competition agreements with our founders and certain of our senior executives to, among other things, include the cash equivalent to their non-cash compensation (subject to certain exclusions) in the calculation of their respective compensation. Pursuant to these agreements, these employees have agreed to non-competition and non-interference obligations until the second anniversary of the termination of their employment, and a non-disparagement obligation. In consideration of these covenants, Mr. Martín Migoya will receive a compensation equal to his cash and non-cash compensation for 36 months following the date of termination of his employment, and the other founders will receive a compensation equal to their cash and non-cash compensation for 24 months following the date of termination of his or her employment. Cash compensation will be calculated based on the highest monthly salary during the 12-month period immediately preceding the date of termination of employment and the annual cash bonus payable at the latest target amount. Non-cash compensation will be calculated based on the total equity compensation received by the employee during the 12-month period immediately preceding the date of termination of their employment, subject to certain exclusions. This compensation will be paid in two equal installments, 50% immediately after termination of their employment, and 50% on the first anniversary therefrom. In addition, they will be entitled to receive continued health coverage and life insurance for 24 to 36 months after the termination of employment. These agreements may be terminated by us in case of termination with cause or resignation without good reason.

We also entered into similar non-competition agreements with other senior executives, whereby they agreed to a non-competition and non-interference obligation until the first anniversary of the termination of employment, and a non-disparagement obligation. In consideration of these covenants, these senior executives will receive compensation equal to full cash compensation for 12 months following the date of termination of their employment; provided that such cash compensation will be calculated based on the highest monthly salary during the 12-month period immediately preceding the date of termination of employment and one time the annual cash bonus payable to them at the latest target amount, less applicable taxes and withholdings. This compensation will be paid in four equal installments, on each of the third, sixth, ninth and twelfth month anniversary of the date of termination of their employment. In addition, they will be entitled to receive continued health coverage and life insurance after the termination of their employment for a period of 12 months. These agreements may be terminated by us in case of termination with cause or resignation without good reason.

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Pension, Retirement or Similar Benefits

We do not pay or set aside any amounts for pension, retirement or other similar benefits for our officers or directors.

C. Board Practices

Globant S.A. is managed by our board of directors which is vested with the broadest powers to take any actions necessary or useful to fulfill our corporate purpose with the exception of actions reserved by law or our articles of association to the general meeting of shareholders. Our articles of association provide that our board of directors must consist of at least seven members and no more than fifteen members. Our board of directors meets as often as company interests require.

A majority of the members of our board of directors present or represented at a board meeting constitutes a quorum, and resolutions are adopted by the simple majority vote of our board members present or represented. In the case of a tie, the chairman of our board shall have the deciding vote. Our board of directors may also make decisions by means of resolutions in writing signed by all directors.

Directors are elected by the general meeting of shareholders, and appointed for a period of up to four years; provided, however, that directors are elected on a staggered basis, with one-third of the directors being elected each year; and provided, further, that such term may be exceeded by a period up to the annual general meeting held following the fourth anniversary of the appointment, and each director will hold office until his or her successor is elected. The general shareholders meeting may remove one or more directors at any time, without cause and without prior notice by a resolution passed by simple majority vote. If our board of directors has a vacancy, such vacancy may be filled on a temporary basis by a person designated by the remaining members of our board of directors until the next general meeting of shareholders, which will resolve on a permanent appointment. Any director shall be eligible for re-election indefinitely.

Within the limits provided for by law and our articles of association, our board of directors may delegate to one or more directors or to any one or more persons, who need not be shareholders, acting alone or jointly, the daily management of Globant S.A. and the authority to represent us in connection with such daily management. Our board of directors may also grant special powers to any person(s) acting alone or jointly with others as agents of Globant S.A.

Our board of directors may establish one or more committees, including without limitation, an audit committee, a corporate governance and nominating committee and a compensation committee, and for which it shall, if one or more of such committees are set up, appoint the members, determine the purpose, powers and authorities as well as the procedures and such other rules as may be applicable thereto.

No contract or other transaction between us and any other company or firm shall be affected or invalidated by the fact that any one or more of our directors or officers is interested in, or is a director, associate, officer, agent, adviser or employee of such other company or firm. Any director or officer who serves as a director, officer or employee or otherwise of any company or firm with which we shall contract or otherwise engage in business shall not, by reason of such affiliation with such other company or firm only, be prevented from considering and voting or acting upon any matters with respect to such contract or other business.

Any director having an interest in a transaction submitted for approval to our board of directors that conflicts with our interest, must inform our board of directors thereof and to cause a record of his statement to be included in the minutes of the meeting. Such director may not take part in these deliberations and may not vote on the relevant transaction. At the next general meeting, before any resolution is put to a vote, a special report shall be made on any transactions in which any of the directors may have had an interest that conflicts with our interest.

No shareholding qualification for directors is required.

Any director and other officer, past and present, is entitled to indemnification from us to the fullest extent permitted by law against liability and all expenses reasonably incurred or paid by such director in connection with any claim, action, suit or proceeding in which he is involved as a party or otherwise by virtue of his being or having been a director. We may purchase and maintain insurance for any director or other officer against any such liability.

No indemnification shall be provided against any liability to our directors or executive officers by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of a director or officer. No indemnification will be provided with respect to any matter as to which the director or officer shall have been finally adjudicated to have acted in bad faith and not in our interest, nor will indemnification be provided in the event of a settlement (unless approved by a court or our board of directors).

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Board Committees

Our board of directors has established an audit committee, a compensation committee and a corporate governance and nominating committee, as well as the position of lead independent director. Our board of directors may from time to time establish other committees.

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, our audit committee:

•is responsible for the appointment, compensation and retention of our independent auditors and reviews and evaluates the auditors’ qualifications, independence and performance;

•oversees our auditors’ audit work and reviews and pre-approves all audit and non-audit services that may be performed by them;

•reviews and approves the planned scope of our annual audit;

•monitors the rotation of partners of the independent auditors on our engagement team as required by law;

•reviews our financial statements and discusses with management and our independent auditors the results of the annual audit and the review of our quarterly financial statements;

•reviews our critical accounting policies and estimates;

•oversees the adequacy of our accounting and financial controls;

•annually reviews the audit committee charter and the committee’s performance;

•reviews and approves related-party transactions;

•reviews our enterprise risk management (including cybersecurity); and

•establishes and oversees procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters and oversees enforcement, compliance and remedial measures under our code of conduct.

The current members of our audit committee are Mses. Pinelli and Rottenberg and Mr. Alejandro Nicolas Aguzin, with Mrs. Pinelli serving as the chairman and as the audit committee financial expert as currently defined under applicable SEC rules. Each of Mses. Pinelli and Rottenberg and Mr. Aguzin satisfies the “independence” requirements within the meaning of Section 303A of the corporate governance rules of the NYSE as well us under Rule 10A-3 under the Exchange Act.

On May 13, 2014, our board of directors adopted a written charter for our audit committee. On November 15, 2023 our board of directors approved an amendment to the audit committee charter. The audit committee charter, as amended, is available on our website at http://www.globant.com.

Compensation Committee

Our compensation committee reviews, recommends and approves policy relating to compensation and benefits of our officers and directors, administers our common shares option and benefit plans and reviews general policy relating to compensation and benefits. Duties of our compensation committee include:

•reviewing and approving corporate goals and objectives relevant to compensation of our directors, chief executive officer and other members of senior management;

•evaluating the performance of the chief executive officer and other members of senior management in light of those goals and objectives;

•based on this evaluation, determining and approving the compensation of the chief executive officer and other members of senior management;

•administering the issuance of common shares options and other awards to members of senior management and directors under our compensation plans; and

•reviewing and evaluating, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter.

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The current members of our compensation committee are Messrs. Alvarez Demalde, Andrew McLaughlin and Alejandro Nicolas Aguzin, with Mr. Alvarez Demalde serving as chairman. Each of Messrs. Alvarez Demalde, McLaughlin and Aguzin satisfies the “independence” requirements within the meaning of Section 303A of the corporate governance rules of the NYSE.

Effective as of July 23, 2014, our board of directors adopted a written charter for our compensation committee, which is available on our website at http://www.globant.com.

Corporate Governance and Nominating Committee

Our corporate governance and nominating committee identifies individuals qualified to become directors; recommends to our board of directors director nominees for each election of directors; develops and recommends to our board of directors criteria for selecting qualified director candidates; considers committee member qualifications, appointment and removal; recommends corporate governance guidelines applicable to us; and provides oversight in the evaluation of our board of directors and each committee.

The current members of our corporate governance and nominating committee are Ms. Petroni Merhy and Messrs. Alvarez-Demalde and Andrew McLaughlin, with Ms. Petroni Merhy serving as chairman. Each of Ms. Petroni Merhy and Messrs. Alvarez-Demalde and McLaughlin satisfies the “independence” requirements within the meaning of Section 303A of the corporate governance rules of the NYSE.

Effective as of July 23, 2014, our board of directors adopted a written charter for our corporate governance and nominating committee. In November 2021, our corporate governance and nominating committee approved an amendment to its charter intended to enhance our corporate governance practices, including, among others, an increased emphasis on attracting and/or retaining director nominees based on merit, specific skills and experience, and the enhancement of our environmental, social and governance performance. Our corporate governance and nominating committee’s charter, as amended, is available on our website at http://www.globant.com.

Lead Independent Director

On October 3, 2023, our board of directors established the position of lead independent director and adopted the Lead Independent Director Charter, which governs the lead independent director authority, responsibilities and duties. The charter provides that, in circumstances where the chairman of the board of directors is not independent, the members of the board of directors may resolve to appoint from among the independent directors a lead independent director. The Lead Independent Director Charter is available on our website at http://www.globant.com.

Duties of the lead independent director include, among others:

•Consult and agree with the chairman on the frequency and schedule of board of directors and board of directors committees meetings;

•Coordinate and preside over all meetings of the board of directors at which the chairman is not present and over all meetings and executive sessions of independent director’s; and

•Serve as the principal liaison between the independent directors and the chairman/CEO, and the senior management.

On November 12, 2025, the board of directors re-appointed Ms. Linda Rottenberg to serve as the lead independent director.

D. Employees

Our Globers

People are one of our most valuable assets. Attracting and retaining the right employees is critical to the success of our business and is a key factor in our ability to meet our client’s needs and the growth of our client and revenue base.

As of December 31, 2025, 2024 and 2023, on a consolidated basis, we had 28,773, 31,280 and 29,150 employees, respectively.

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As of December 31, 2025, approximately 13.5% of our Globers were covered by collective bargaining agreements (“CBAs”). In particular, Globers (i) in Argentina, principally at our delivery centers in Rosario and Mendoza, were covered by a CBA with the trade union Federación Argentina de Empleados de Comercio y Servicios ("FAECYS"); (ii) on our Brazilian payroll are covered under the following: (a) Sindicato dos Trabalhadores em Processamento de Dados e Tecnología da Informação do Estado de São Paulo -SINDPD-SP CBA and (b) a CBA executed between the Union of advertisers, advertising agents and workers in advertising companies in the State of São Paulo (representing the employees, and the Association of Advertising Agencies of the State of São Paulo (representing the employers); (iii) from our Spanish payroll are covered under the following: (a) Consultancy services CBA and (b) bureaus and offices for Madrid and Cataluña and Marketing Agencies CBA, (iv) from our French payroll are covered under the Syntec CBA; (v) in Italy (Sysdata) are covered under the Metalurgic CBA and (vi) in Portugal are covered under Electronic Sector.

The following tables show our total number of full-time employees as of December 31, 2025 broken down by functional area and geographical location:

In 2007, we started shifting from a Buenos Aires-centric delivery model to a distributed organization with locations across North America, Latin America, Europe, Asia, Africa and Oceania. We believe that decentralizing our workforce and delivery centers improves our access to talent and could mitigate the impact of IT professionals’ attrition on our business. Additionally, we provide employees with more choices of where to work, which improves satisfaction and helps us retain our Globers. We continue to draw talent primarily from Latin America and Asia’s abundantly skilled talent base.

We believe our relations with our employees are good and we have not experienced any significant labor disputes or work stoppages.

The total attrition rate among our Globers was 13.6%, 9.5% and 8.1% for the years ended December 31, 2025, 2024 and 2023, respectively.

Recruitment

At Globant, we are committed to delivering a flexible, innovative, and people-centered recruiting experience that places candidates at the core of our value proposition. Our goal is to enable clients to design and scale high-performing teams with exceptional talent, meeting and exceeding the growing demand for digital and IT services.

This year marked a significant transformation in our recruiting strategy as it evolved alongside the launch of Globant’s AI Studios. By deepening our specialization and aligning our talent model with industry-focused Studios, we strengthened our ability to anticipate talent demands and ensure our teams are embedded where innovation happens. This closer integration with the business allows us to identify and attract top-tier technology professionals with both cutting-edge technical expertise and deep industry knowledge.

With a global presence spanning North America, Latin America, Europe, Asia, and Oceania, we operate through a decentralized strategy that expands and diversifies our talent sources worldwide. Our Talent Delivery Centers remain closely connected to the business, ensuring scalability, adaptability, and strong regional integration. This structure enables us to align recruitment priorities with business strategy, delivering a seamless and high-impact hiring process.

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Throughout 2025, we continued strengthening our recruiting presence in our core, long-standing markets with sustained hiring demand, including Colombia, Argentina, and India. In parallel, we focused on consolidating our presence in developing markets such as Saudi Arabia, the United Arab Emirates, Morocco, Vietnam, Denmark, and Moldova, reinforcing their role within our global talent footprint.

Our offices are strategically located near academic and engineering hubs, allowing us to access a growing talent base. Through strong partnerships with universities, NGOs, tech clusters, and professional organizations, we contribute to the development of the technological ecosystem while creating opportunities for both current and future Globers.

Attraction

We are constantly looking for talent who are motivated to be part of a leading company that uses the latest technologies in the digital field to reinvent organizations and industries.

From the very beginning, we have positioned ourselves as a key player in attracting talent across the regions where we operate. Our culture is the foundation that shapes and strengthens our distinctive approach. With an entrepreneurial mindset and a collaborative spirit, we foster an environment where innovation and creativity thrive.

We continue to evolve our recruiting operating model by leveraging technology to improve efficiency, decision-making, and scalability. Through the adoption of Globant Enterprise AI, Recruiting is laying the groundwork for an agent supported, agentic model with recruiter supervision, enabling more informed data and a responsive processes that better support business demand and talent delivery.

As part of this evolution, AI agents support core recruiting activities, such as sourcing, screening, job description creation, interviews, and content generation, helping reduce operational load while allowing recruiters to focus on evaluation, business alignment, and candidate engagement. In parallel, we continue to invest in the evolution of our Career Site as our primary talent attraction channel, strengthening how candidates discover opportunities, apply, and interact with our brand in a clear and efficient way.

Our leadership and innovation have also been certified by several prestigious awards, including being named a Leader in the IDC MarketScape: Worldwide Media Consultation, Integration, and Business Operations Cloud Service Providers. We were included in the 2024 Fortune Change the World List and recognized as the Best AI Services Provider by the ICT Leadership Awards 2024. Globant was also named one of America’s Most Reliable Companies 2025 by Newsweek.

Additionally, we received the 2025 Google Cloud Country Partner of the Year Award in Argentina and the Talent Development Partner of the Year for Latin America. These recognitions reflect our growth, reliability, and the trust that both our clients and the industry place in us.

Our commitment to innovation, quality, and a positive work culture enhances our recruitment process, allowing us to meet industry demands effectively.

Building long-term engagement with our top talent is essential to our success and a key driver of efficiency and productivity. We achieve this by providing opportunities to work on innovative projects for world-class clients, fostering a flexible work environment, offering continuous learning and development programs, and providing unique benefits that enhance the employee experience.

Career Value Proposition

We provide a dynamic environment designed to foster both personal and professional growth. Globers are equipped with the tools and tangible opportunities to advance their careers and own their professional journey.

Globant actively invests in each Glober’s future by recognizing performance and creating opportunities for growth. In the past year, 8.4% of Globers were promoted, reflecting their progress and readiness to take on more complex and challenging roles.

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At Globant, Globers can tailor their careers by exploring pathways that support different development goals:

•Become an Expert: Specialize in specific clients, industries, or cutting-edge technologies.

•Build a Holistic Career: Diversify experience across sectors and technologies.

•Lead Teams and Individuals: Step into leadership roles to guide teams and mentor others.

•Lead Projects and Specialties: Manage projects while developing subject-matter expertise.

•Develop a Global Mindset: Collaborate with multicultural teams and access mobility opportunities.

These pathways enable Globers to learn from peers worldwide, strengthening their perspective and readiness for future challenges.

Through our diverse and strategically curated learning offerings, we continue to deliver impactful development experiences. During 2025, these efforts were reflected in key performance indicators that highlight both engagement and effectiveness:

•Average Learning Hours per Glober: 52 hours dedicated to learning and skill development, demonstrating a strong company-wide commitment to continuous growth and ensuring our talent remains at the forefront of industry capabilities.

•Learning Satisfaction Score (NPS): 68, indicating high perceived quality and relevance of learning content and delivery.

•Applicability of Learning Content: 89% of Globers reported direct applicability to their daily work, confirming that acquired skills translate into enhanced performance and business value.

To support these career pathways, we continue to strengthen a comprehensive Growth Ecosystem that enables each Glober’s development:

•Continuous Learning: Access to Udemy for Business, Language Programs and our own Globant University Campus, with more than 11,000 learning courses.

•Continuous Feedback: Peer feedback, leader evaluations, and meaningful growth conversations.

•Open Career & Lateral Movements: An AI-powered internal talent marketplace that allows Globers to explore new technologies, accounts, and industries while building their careers autonomously. In 2025, over 2,800 career development moves were enabled through Open Career, combining applications to new opportunities and confirmed internal role transitions.

•Career Mentors: Personalized guidance for both technical and soft-skill development.

•Experience Leaders: Dedicated leaders who support Globers in navigating day-to-day project challenges.

Following the launch of the AI Mindset Program in 2024, we evolved from foundational awareness to meaningful AI adoption across our teams. Our AI Upskilling Strategy delivers AI-curated, personalized learning experiences designed to unlock both individual and organizational potential through three stages: Ignite Curiosity, Empower Globers, and Drive Best Practices.

•Ignite Curiosity: Introduction of essential AI concepts and the launch of the AI Learning Campus at Globant University, with tailored learning paths for technical and non-technical roles and more than 270 AI learning experiences.

•Empower Globers: Deepening technical and role-specific capabilities aligned with AI Pods, Globant Enterprise AI, Globant CODA, and specialized AI agents. This resulted in over 500 AI Pod Architects and over 2,400 AI Pod Domain Experts trained to apply AI in real-world scenarios.

•Drive Best Practices: Continuous improvement through peer learning, cross-pod collaboration, internal knowledge sharing, workshops, contests, and virtual hackathons such as rAIse Challenge and AI Quest, supported by over 230 AI Pod workshops.

To further integrate AI into our business strategy, we launched the Mastering the Art of Selling AI Pods program, combining self-paced learning with hands-on, business-case–oriented experiences to strengthen AI value articulation in client conversations.

The entire Glober journey is anchored in a set of competencies that reflect and reinforce our culture and core values. Through our Talent Manifesto, we embed our way of working into every stage of the career lifecycle. Performance assessments are grounded in behaviors that emphasize collaboration, inclusivity, continuous learning, and excellence. Our feedback and growth culture is supported by Performance Retrospectives, Self-Retrospectives, 360° Feedback, and Feedback for Leaders, reinforcing values such as Be Kind, Drive Innovation, Integrity, and Team Player.

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We remain committed to continuously enhancing our career value proposition to provide meaningful growth opportunities for our talent while strengthening our organizational capabilities and long-term business impact.

Compensation

Globant’s compensation programs are designed to attract, retain, and motivate qualified executives and senior management while aligning compensation outcomes with the Company’s performance, long-term strategic objectives, and shareholder value creation. The Company’s compensation structure emphasizes pay-for-performance and consistency across comparable roles and markets.

Compensation for senior management generally consists of a fixed base salary and, for eligible positions, variable compensation components, including STIs and LTIs. See “Compensation – Compensation of Board of Directors and Senior Management” above for further information. Base salary is intended to reflect the scope of the role, individual experience, and market benchmarks. Variable compensation is designed to reward performance and align individual outcomes with Company results.

The 2024 Equity Incentive Plan is available to employees in highly senior roles. Awards under the 2024 Equity Incentive Plan are equity-based and are intended to promote long-term retention, align participants’ interests with the Company’s long-term performance, and support sustained value creation for shareholders. See "Liquidity and Capital Resources — Equity Compensation Arrangements" above for further information.

In addition to cash and equity compensation, the Company provides employees in certain of its subsidiaries with the opportunity to acquire Company’s common shares under its ESPP. See "Liquidity and Capital Resources — Equity Compensation Arrangements" above for further information.

Also, the Company provides benefits programs designed to support employee wellbeing and professional development. Benefits offerings vary by jurisdiction and are structured around five core pillars: Health; Career and Growth; Flexible Work and Time Off; Family; and Savings and Financial Planning.

2021 Employee Stock Purchase Plan

General

On March 1, 2021, our ESPP became effective. The purpose of the ESPP is to advance the interests of the Company and our shareholders by providing an incentive to attract, retain and reward our eligible employees and by motivating such persons to contribute to the growth and profitability of the Company. The Plan provides such eligible employees with an opportunity to acquire a proprietary interest in the Company through the purchase of the Company’s common shares.

The ESPP is comprised of the Section 423 ESPP and the Non-423 ESPP. The Company intends that the Section 423 ESPP qualify as an “employee stock purchase plan” under Section 423 of the Code (including any amendments or replacements of such section), and the Section 423 ESPP shall be so construed. The Non-423 ESPP, which is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, is intended to provide eligible employees employed by non-U.S. subsidiaries with an opportunity to purchase common shares pursuant to the terms and conditions of the ESPP but not necessarily in compliance with the requirements of Section 423 of the Code.

Eligible employees will be allowed to participate in the ESPP with a limit of $25,000 investment per employee per calendar year.

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Common Shares Subject to the ESPP

Subject to adjustment as provided in the ESPP, the maximum aggregate number of common shares issuable under the ESPP shall be 100,000 common shares (the “Initial Total Share Pool”), of which 30,000 common shares (the “Initial 423 Pool”) shall be the maximum aggregate number of common shares that may be issued under the Section 423 ESPP. Thereafter, such maximum number of common shares that may be issued under the ESPP shall be cumulatively increased on a pro rata basis, such that the ratio of the Initial Total Share Pool and the Initial 423 Pool remains unchanged, automatically on January 1, 2022 and on each subsequent January 1, through and including January 1, 2031, by a number of common shares (the “Annual Increase”) equal to the smallest of (a) 0.005 (0.5%) of the number of common shares issued and outstanding on the immediately preceding December 31, (b) 200,000 common shares, or (c) an amount determined by our board of directors; such that the number of common shares that may be issued in any case under the ESPP shall not exceed 2,100,000 common shares, of which 630,000 shall be the maximum aggregate number that may be issued under the Section 423 ESPP.

Common shares issued under the ESPP may consist of common shares reacquired in open market purchases. On May 29, 2025, we entered into a 10b5-1 repurchase plan (the "2025 HSBC 10b5-1 Plan") with HSBC Securities (USA) Inc., acting as agent for the Company, for the repurchase of an aggregate of up to 80,000 common shares in four windows, starting on July 15, 2025 and ending on March 3, 2026. The repurchase plan will expire on March 6, 2026. Such repurchases would be executed by our board of directors pursuant to the authorization granted by the general meeting of shareholders of the Company on May 10, 2024, according to the conditions set forth in article 430-15 of Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Companies Law”). The Company intends to renew the 10b5-1 plan in furtherance of additional future share repurchases for this purpose.

Pursuant to such authorization, our board of directors may repurchase up to a maximum number of shares representing 20% of the issued share capital for a net purchase price that is (i) no less than 50% of the lowest stock price and (ii) no more than 50% above the highest stock price, in each case being the closing price, as reported by the New York City edition of the Wall Street Journal, or, if not reported therein, any other authoritative sources to be selected by our board of directors, over the ten trading days preceding the date of the purchase (or the date of the commitment to the transaction). The authorization is valid for a period ending five years from the date of the general meeting or the date of its renewal by a subsequent general meeting of shareholders.

Eligibility

Each employee of a participating company is eligible to participate in the ESPP except (a) with respect to the Section 423 ESPP, any employee who is customarily employed by the participating company group for 20 hours or less per week or for not more than five months in any calendar year, and (b) that with respect to the Non-423 ESPP, our compensation committee may determine that only certain categories of employees of a participating company may be eligible to participate in the ESPP, excluding all other employees of such participating company. However, an employee may not be granted rights to purchase common shares either under the Section 423 ESPP or the Non-423 ESPP, if such employee immediately after the grant would own common shares or options to purchase common shares possessing 5.0% or more of the total combined voting power or value of all classes of our share capital.

Operation of the ESPP; Participant Contributions

The ESPP will typically be implemented through consecutive six-month offering periods, and permits participants to purchase common shares through payroll deductions of up to 10.0% of their eligible compensation, which includes regular base wages or salary, overtime payments, shift premiums and payments for paid time off, but exclusive of sign-on bonuses, annual or other incentive bonuses, commissions, profit-sharing distributions or other incentive-type payments, any contributions made by a participating company on the employee’s behalf to any employee benefit or welfare plan now or hereafter established (other than amounts deferred pursuant to Section 401(k) or Section 125 of the Code), payments in lieu of notice, payments pursuant to a severance agreement, termination pay, moving allowances, relocation payments, or any amounts directly or indirectly paid pursuant to the ESPP or any other share purchase, share option or other share-based compensation.

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Notwithstanding the foregoing, where payroll deductions on behalf of participants who are citizens or residents of countries other than the United States (without regard to whether they are also citizens of the United States or resident aliens) are prohibited or made impracticable by applicable local law, our compensation committee may establish a separate offering (a “Non-United States Offering”) covering all eligible employees of one or more participating companies subject to such prohibition or restrictions on payroll deductions. The Non-United States Offering shall provide another method for payment of the purchase price with such terms and conditions as shall be administratively convenient and comply with applicable local law. On each purchase date of the offering period applicable to a Non-United States Offering, each participant who has not withdrawn from the ESPP and whose participation in such offering period has not otherwise terminated before such purchase date shall automatically acquire a number of whole common shares determined in accordance with the applicable provisions of the ESPP to the extent of the total amount of the participant’s ESPP account balance accumulated during the offering period in accordance with the method established by our compensation committee and not previously applied toward the purchase of common shares.

Purchase Price; Timing of Purchases

Amounts deducted and accumulated from participant compensation will be used to purchase common shares at the end of each offering period. Under the terms of the ESPP, with respect to participants in the Section 423 ESPP, the purchase price of the shares shall not be less than 90.0% of the lower of the fair market value of a common share on the first trading day of the offering period or on the purchase date. Subject to adjustment as provided by the ESPP and unless otherwise provided by our compensation committee, the purchase price for each offering period shall be 90.0% of the fair market value of a common share on the purchase date.

On the offering date of each offering period, each participant in such offering period will be automatically granted an option to purchase the lesser of (a) that number of whole common shares determined by dividing the Dollar Limit (as defined below) by the fair market value of a common share on such offering date or (b) the Share Limit (as defined below). Our compensation committee may, in its discretion and prior to the offering date of any offering period, (i) change the method of, or any of the foregoing factors in, determining the number of common shares subject to purchase rights to be granted on such offering date, or (ii) specify a maximum aggregate number of common shares that may be purchased by all participants in an offering or on any purchase date within an offering period. For the purposes of the ESPP, the “Dollar Limit” shall be determined by multiplying $2,083.33 by the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole dollar, and the “Share Limit” shall be determined by multiplying 200 shares by the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole share.

Notwithstanding any provision of the ESPP to the contrary, no participant (whether participating in the Section 423 ESPP or the Non-423 ESPP) shall be granted a purchase right which permits his or her right to purchase common shares under the ESPP to accrue at a rate which, when aggregated with such participant’s rights to purchase shares under all other employee stock purchase plans of a participating company intended to meet the requirements of Section 423 of the Code, exceeds $25,000 in fair market value (or such other limit, if any, as may be imposed by the Code) for each calendar year in which such purchase right is outstanding at any time. For purposes of the preceding sentence, the fair market value of common shares purchased during a given offering period shall be determined as of the offering date for such offering period.

If insufficient common shares remain available under the ESPP to permit all participants to purchase the number of common shares to which they would otherwise be entitled, our compensation committee will make a pro rata allocation of the available common shares in as uniform a manner as practicable and as the Company determines to be equitable. Any amounts withheld from participants' compensation in excess of the amounts used to purchase common shares will be refunded, without interest.

Administration, Amendment or Termination of the ESPP

In accordance with the terms of the ESPP, our compensation committee will administer the ESPP, including, but not limited to, have full authority to interpret the terms of the ESPP, have the discretion to determine from time to time which subsidiaries shall be participating companies in the ESPP, designate from time to time those participating companies whose eligible employees may participate in the Section 423 ESPP and those participating companies whose eligible employees may participate in the Non-423 ESPP, establish additional or alternative offering periods, different durations for offering periods or different commencing or ending dates for offering periods.

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Further, our compensation committee, as administrator of the ESPP, may at any time amend, suspend or terminate the ESPP, except that (a) no such amendment, suspension or termination shall affect purchase previously granted under the ESPP unless expressly provided by the Compensation Committee, and (b) no such amendment, suspension or termination may adversely affect a purchase right previously granted under the ESPP without the consent of the participant, except to the extent permitted by the ESPP or as may be necessary to qualify the ESPP as an employee stock purchase ESPP pursuant to Section 423 of the Code or to comply with any applicable law, regulation or rule. In addition, to the extent required under Section 423 of the Code (or other applicable law, regulation or rule), an amendment to the ESPP must be approved by the shareholders of the Company within 12 months of the adoption of such amendment if such amendment would authorize the sale of more Common Shares than are then authorized for issuance under the ESPP or would change the definition of the corporations that may be designated by the Compensation Committee as "Participating Companies" (as defined in the ESPP). Notwithstanding the foregoing, in the event that the Compensation Committee determines that continuation of the ESPP or an offering would result in unfavorable financial accounting consequences to the Company, the Compensation Committee may, in its discretion and without the consent of any participant, including with respect to an offering period then in progress: (i) terminate the ESPP or any offering period, (ii) accelerate the purchase date of any offering period, (iii) reduce the discount or the method of determining the purchase price in any offering period (e.g., by determining the purchase price solely on the basis of the "Fair Market Value" (as defined in the ESPP) on the purchase date), (iv) reduce the maximum number of common shares that may be purchased in any offering period, or (v) take any combination of the foregoing actions.

In the event of a change in control, an acquiring or successor corporation may assume the Company’s rights and obligations under outstanding purchase rights or substitute substantially equivalent purchase rights. If the acquiring or successor corporation does not assume or substitute for outstanding purchase rights, then the purchase date of the offering periods then in progress will be accelerated to a date prior to the change in control.

The ESPP will continue in effect until terminated by the administrator.

On March 12, 2021, the administrator approved the participation in the Section 423 ESPP and Non-423 ESPP by several of the company's subsidiaries, pursuant to the following terms and conditions:

Eligibility. In addition to those employees excluded under the plan, trainees or college trainees and fixed-term employees will also be excluded from the plan.

Offering periods. Each offering period will have a 6 months duration; provided that in respect to Sistemas UK Limited, Sistemas Globales Uruguay S.A. and Difier S.A., their first offering period will have a 5 months duration, commencing on April 1st, 2021; and in respect of IAFH Global S.A., Sistemas Globales S.A., Globers S.A., Dynaflows S.A., Avanxo S.A., BSF S.A., Xappia S.R.L., Decision Support S.A. and Banking Solutions S.A., the offering periods will have 1 month duration, and shall reiterate every 3 months.

Purchase price. 90% of the common shares "fair market value" (as defined in the plan). The amount to be deducted from the compensation of the participant will be in rounded percentages of not less than 1% and not more than 10%, at the participant's discretion; provided that in respect of IAFH Global S.A., Sistemas Globales S.A., Globers S.A., Dynaflows S.A., Avanxo S.A., BSF S.A., Xappia S.R.L., Decision Support S.A. and Banking Solutions S.A., the amount to be deducted from the compensation of the participant will be in rounded percentages of not less than 1% and not more than 30%, at the participant's discretion.

In connection with the plan, the administrator approved the repurchase of up to 100,000 common shares, which number of common shares is automatically increased on the first day of each year for a period of ten years beginning on 2022, in an amount equal to the smallest of: (a) 0.5% of the number of common shares issued and outstanding on the immediately preceding 31 December or (b) 200,000 common shares; that as of the date of this annual report represents an aggregate of 1,100,000 common shares. Until December 31, 2025, the administrator has repurchased 254,000 common shares, and has delivered 222,864 common shares under the plan.

2021 Stock-Equivalent Units

On December 1, 2021, the compensation committee, as administrator, approved the granting of awards in the form of stock-equivalent units to be settled in cash or common shares, or a combination thereof, under the 2014 Equity Incentive Plan for the equivalent to 26,000 common shares, subject to the following terms and conditions:

Purpose. We believe that the initiative will provide an incentive to attract, retain and reward talent in the IT industry, and would prompt the eligible employees to further contribute to the growth and profitability of the company.

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Eligibility. All employees in Technology and Delivery Levels 5 and up, who (a) are regular employees on the payroll of any of the company’s subsidiaries, (b) have no awards under the 2014 Equity Incentive Plan vesting pending in 2021, and (c) have an overall positive evaluation for the 2021 calendar year.

Granting. The initiative will consist in the granting of SEUs with a unit value equivalent to the market value of one common share of the company at the closing price of the trading day prior to the date of the grant; provided that the number of SEUs to be granted to each eligible employee will be equivalent to 25% of such employee’s total 12-month salary at the time of the grant.

Settlement. The SEUs will be settled in cash or common shares of the company, at the option of the eligible employee, and shall vest during a four-year period, in four equal annual installments of 25% each, commencing on the first anniversary of the grant date, so long as the relevant eligible employee is then an employee of any of the company’s subsidiaries, out of which 60% will be tied to retention and 40% will be tied to performance based on the short-term bonus results for the year 2022. The common shares to be delivered under the SEUs may consist of treasury and/or newly-issued common shares.

On March 3, 2022, the compensation committee, as administrator, approved the granting of up to 45,000 additional stock-equivalent units awards in the form of SEUs and PSEUs, 50% of which will be in the form of PSEUs and 50% of which will be in the form of SEUs (except as otherwise committed with newly hired employees or other relevant beneficiaries). The compensation committee further approved that the maximum number of authorized stock-equivalent units may be increased to the extent that the total share-based compensation of the Company during 2022 does not exceed an amount equal to 3.2% of the Company's consolidated revenues during 2022.

From its adoption until the 2014 Equity Incentive Plan Termination Date, we have granted to eligible employees 35,142 SEUs and PSEUs, net of any cancelled and/or forfeited awards. Of the stock-equivalent units granted, 50% were in the form of PSEUs and 50% were in the form of SEUs. There were 6,957, 16,586 and 28,059 SEUs and PSEUs outstanding as of December 31, 2025, 2024 and 2023, respectively.

E. Share Ownership

Share Ownership

The total number of shares of the Company beneficially owned by our directors and executive officers, as of the date of this annual report, was 1,189,632 (includes common shares subject to options that are currently exercisable or will be exercisable, and/or issuable upon settlement of RSUs that have vested or will vest, within 60 days from the date of this annual report), which represents 2.76% of the total shares of the Company (including common shares subject to options that are currently exercisable within 60 days of the date of this annual report). See table in “Major Shareholders and Related Party Transactions — Major Shareholders.”

Share Options

See “Compensation — Compensation of Board of Directors and Senior Management — Equity Compensation Arrangements.”

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth information regarding beneficial ownership of our common shares as of February 24, 2025 (except where noted) by:

•each of our directors and members of senior management individually;

•all directors and members of senior management as a group; and

•each shareholder whom we know to own beneficially more than 5% of our common shares.

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As of February 24, 2026, we had 43,179,556 issued and outstanding common shares. Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, to receive the economic benefit of ownership of the securities, or has the right to acquire such powers within 60 days. Common shares subject to options, RSUs, warrants or other convertible or exercisable securities that are currently convertible or exercisable or convertible or exercisable within 60 days of the date of this annual report are deemed to be outstanding and beneficially owned by the person holding such securities. Common shares issuable pursuant to share options or warrants are deemed outstanding for computing the percentage ownership of the person holding such options or warrants but are not outstanding for computing the percentage of any other person. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all of our common shares. As of February 24, 2026 we had 167 holders of record in the United States holding approximately 91.36% of our issued and outstanding common shares.

*    Represents beneficial ownership of less than 1%.

(1)Includes 147,040 common shares held by a revocable trust formed under Wyoming law (the “Revocable Migoya Trust Shares”) by Mr. Migoya that was established for the benefit of Mr. Migoya, his wife and certain charitable organizations. Subsequently, the trust transferred its Revocable Migoya Trust Shares to a BVI company wholly owned by the trust. Angerona Trust Company LLC acts as the independent trustee of the trust. Angerona Group Administration Limited is the sole director of the BVI company and holds voting and dispositive power over the 147,040 common shares held by such entity.

(2)Includes 127,166 common shares held by a revocable trust formed under Wyoming law (the “Revocable Englebienne Trust Shares”) by Mr. Englebienne that was established for the benefit of Mr. Englebienne, his wife and certain charitable organizations. Subsequently, the trust transferred its Revocable Englebienne Trust Shares to a BVI company wholly owned by the trust. Angerona Trust Company LLC acts as the independent trustee of the trust. Angerona Group Administration Limited is the sole director of the BVI company and holds voting and dispositive power over the 127,166 common shares held by such entity.

(3)Includes 20,000 common shares issuable upon exercise of vested options and 259,241 common shares held by a revocable trust formed under Wyoming law (the “Revocable Umaran Trust Shares”) by Mr. Umaran that was established for the benefit of Mr. Umaran, his wife and certain charitable organizations. Subsequently, the trust transferred its Revocable Umaran Trust Shares to a BVI company wholly owned by the trust. Angerona Trust Company LLC acts as the independent trustee of the trust. Angerona Group Administration Limited is the sole director of the BVI company and holds voting and dispositive power over the 259,241 common shares held by such entity.

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(4)Includes 261 common shares issuable upon settlement of RSUs and 1,113 common shares held by NPI Group FLP. Mr. Alvarez Demalde holds voting and investment power over the shares held by NPI Group FLP.

(5)Includes 522 common shares issuable upon settlement of RSUs.

(6)Includes 261 common shares issuable upon settlement of RSUs.

(7)Includes 261 common shares issuable upon settlement of RSUs.

(8)Includes 261 common shares issuable upon settlement of RSUs.

(9)Includes 261 common shares issuable upon settlement of RSUs.

(10)Includes 1,500 common shares issuable upon exercise of vested options.

(11)Includes 5,000 common shares issuable upon exercise of vested options.

(12)Based on a Schedule 13G/A filed with the SEC on May 7, 2025, GIC Private Limited beneficially owns 3,281,030 of our common shares. It has sole voting power and sole dispositive power with respect to 2,717,764 shares, which it manages on behalf of the Government of Singapore ("GoS") under an investment management agreement. It also has shared voting power and shared dispositive power with respect to 563,266 shares with the Monetary Authority of Singapore ("MAS"). GIC is wholly-owned by the GoS and was set up with the sole purpose of managing Singapore’s foreign reserves. The GoS disclaims beneficial ownership of such shares. The address of GIC Private Limited's principal business office is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912, Singapore.

(13)Based on a Schedule 13G filed with the SEC on November 12, 2025, Brandes Investment Partners, LP beneficially owns 2,309,031 of our common shares; has shared voting power with respect to 1,830,990 shares and shared dispositive power with respect to 2,309,031 shares. The address of Brandes Investment Partners, LP´s principal business office is 4275 Executive Square, Fifth Floor, La Jolla, California 92037, United States.

(14)Based on a Schedule 13G filed with the SEC on February 13, 2026, Capital International Investors beneficially owns 2,354,243 of our common shares, and has sole and dispositive power with respect to all of such shares. The address of Capital International Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071, United States.

B. Related Party Transactions

For a summary of our revenue and expenses and receivables and payables with related parties, please see note 24 to our audited consolidated financial statements.

Procedures for Related Party Transactions

On July 23, 2014, we adopted a written code of business conduct and ethics for our company, which was amended on January 26, 2022. Under our code of business conduct and ethics, our employees, officers and directors are discouraged from entering into any transaction that may cause a conflict of interest for us. In addition, they must report any potential conflict of interest, including related party transactions, to their managers or our corporate counsel who then will review and summarize the proposed transaction for our audit committee. Pursuant to its charter, our audit committee is required to then approve any related-party transactions, including those transactions involving our directors. In approving or rejecting such proposed transactions, the audit committee is required to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including the material terms of the transactions, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence. Our audit committee will approve only those transactions that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our audit committee determines in the good faith exercise of its discretion.

On November 5, 2015, we adopted a related party transactions policy, as amended by the Audit Committee. This policy indicates, based on certain specific parameters, which transactions should be submitted for approval by either our Audit Committee or our general counsel.

C. Interests of Experts and Counsel

Not applicable.