TTEC Holdings, Inc. (TTEC) Risk Factors

ITEM 1A.  RISK FACTORS

This section discusses the most significant factors that could affect our business, results of operations and financial condition. In evaluating our company and our common stock, you should carefully consider the risks and uncertainties discussed in this section and the other information found in this Annual Report on Form 10-K. If any of the risks or uncertainties discussed below actually occur, our business, results of operations, or our financial condition, including our liquidity could be materially adversely affected, and the market price of our stock could decline. The risks described below are not the only risks that our business faces. Additional risks not presently known to us or that we currently deem immaterial may also harm our business, results of operations, or financial condition.

We have grouped these risk factors into six categories:

•risks related to our strategy and our financial condition;

•risks related to our business operations and our industry;

•risks related to our use of technology and third-party services;

•risks related to legal and regulatory environment;

•risks related to our operations outside of the United States; and

•risks related to ownership of our common stock.

8

Table of Contents

Risks Related to Our Strategy and Our Financial Condition

Failure to successfully execute our business strategy could adversely affect our financial results

Our business strategy is based on delivering our contact center customer experience outsourcing expertise through innovative, disruptive AI-enabled technologies, CX consulting, data analytics, client growth solutions, and CX-focused system design and integration. This strategy is enabled through industry-specific client relationships, a scaled global delivery footprint, a CX partner ecosystem, delivery excellence, and strategic M&A. Failure to successfully implement our business strategy and respond effectively to changes in market dynamics, technology, and client expectations may impact our financial results and operations. Our investments in technologies and integrated solution offerings may not lead to increased revenue and profitability. If we are unable to create value from these investments, they could negatively impact our operating results and financial condition.

Our market is highly competitive, and we may not be able to compete effectively

Our business performance depends on our ability to compete successfully in the markets we currently serve, while expanding into new, profitable markets. Our industry is highly competitive, fragmented, and is undergoing structural and technological transformation.

We compete with larger multinational and offshore low-cost service providers that offer similar services, often at highly competitive prices and aggressive contract terms. We also compete with niche solution providers in specific geographies, industry segments and service areas; with companies that utilize new, disruptive technologies or delivery models; and with in-house operations of existing and potential clients. The recent consolidation trend in our industry has resulted in new competitors with greater scale and broader geographic footprints. They have access to greater financial resources, may have proprietary technology solutions, and may be able to absorb more risk in their client contracts, or offer greater efficiencies that may be attractive to our clients and impact our business. The opportunities for new competitors in our industry are also expanding as disruptive technologies emerge and gain importance. New competitors, new strategies by existing competitors and clients, and consolidation among clients and our competitors could adversely impact our market share and profitability.

Based on our more than forty years of experience in the industry, we believe that key competitive factors in our markets are the quality of service offerings tailored to clients and their customers’ needs, innovative technology offerings, reliable delivery processes including technology and cybersecurity infrastructure, the ability to attract, train, and retain qualified employees, global delivery capabilities, competitive pricing, and willingness and ability to accept risks specific to our service delivery. If we are unable to execute on these fundamental requirements effectively and compete successfully by providing clients with differentiated services at competitive prices, we could lose market share, which would materially adversely affect our business.

Our clients' rapid adoption of Artificial Intelligence (AI) solutions could reduce demand for our services and adversely affect our business, results of operations, and financial condition if we cannot adapt and offer differentiated AI-enabled service offerings

The rapid development and adoption of AI technologies by our clients and across our industry present significant risks to our business. Our clients are increasingly deploying AI-powered tools and solutions to automate, replace, or materially supplement some of the services that we have historically provided. This trend may accelerate as AI technologies continue to advance in capability, reliability, and cost-effectiveness.

If our clients determine that AI solutions can adequately perform some of the services that we currently provide, or that AI-enabled alternatives offer a more cost-effective or efficient way to achieve their business objectives, demand for our services could decline. Such a shift in client preferences may result in reduced business volumes, pricing pressure, contract cancellations or non-renewals, and a decrease in overall revenue. The pace and extent of AI adoption may vary across our client base and service lines, making it difficult to predict the timing and magnitude of these impacts on our business.

9

Table of Contents

Our ability to mitigate these risks depends in part on our capacity to adapt our service offerings, continue to develop differentiated solutions that leverage AI to add value to our clients, and identify new market opportunities. There can be no assurance, however, that we will be able to do so successfully or in a timely manner. The cost of developing and integrating AI capabilities into our offerings may be substantial, and these investments may not achieve the desired revenue stabilization and profitability quickly enough to offset the impact of emerging technologies on our business. We may also face significant competition from established competitors, new market entrants, and our clients who may have invested heavily in AI technologies. Additionally, AI solutions we develop or deploy may not achieve market acceptance, may underperform expectations, or may expose us to new risks, including those related to data privacy, intellectual property, regulatory compliance, and reputational harm.

If we are unable to successfully anticipate and respond to the risks associated with the rapid adoption of AI by our clients, our business, results of operations, financial condition, and competitive position could be materially and adversely affected.

Our leverage and debt service obligations, and the terms of our credit facility, may adversely affect our business and financial condition

Our ability to satisfy our debt obligations depends on our future performance, which could be affected by financial, business, economic and other factors. As of December 31, 2025, we had $905.0 million of borrowings outstanding and a maximum borrowing capacity of up to $1.05 billion in the aggregate under our credit facility; this revolving commitment is reduced by $25 million on April 1, 2026 and July 1, 2026. The credit facility, as amended in November 2025, matures on November 23, 2027, and a one-time extension fee of 1.5% of the aggregate revolving credit commitment is payable if the credit facility in its current form is still in effect on October 1, 2026. The Company engaged a financial advisor to evaluate refinancing alternatives for the credit facility to enhance our long-term financial flexibility and/or to pursue other capital structure alternatives. There can be no assurance, however, that we will be able to extend or restructure the current credit facility on acceptable terms.

Furthermore, our operations may not generate sufficient cash flows to service our debt and meet our other obligations. If we fail to make a payment on our debt, we could be in default on such debt, and the lenders could declare such debt due and payable, which would have a material adverse effect on our business, financial condition and results of operations.

In addition, our indebtedness and financial covenants under our credit facility could have other adverse consequences for our business, including:

This places us at a disadvantage compared to our competitors, who may be better positioned to take advantage of opportunities that our leverage prevents us from exploiting.

Any of these consequences, individually or collectively, could have a material adverse effect on our business, financial condition and results of operations.

We are subject to financial and operating restrictions built into our credit agreement.

Our credit agreement includes a number of financial and operating restrictions. For example, our credit agreement requires us to meet financial ratios, including leverage ratios and an interest coverage ratio, among others. The Credit Facility currently provides for a net leverage ratio covenant of no more than 4.00 to 1 and the minimum interest coverage ratio to not less than 2.5 to 1, with such levels gradually becoming more restrictive during subsequent fiscal quarters. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

10

Table of Contents

Our credit agreement also contains provisions that restrict our ability to, among other actions, create liens on our assets; dispose of assets; engage in mergers or consolidations; and pay dividends or make other distributions to our stockholders, or repurchase shares of our common stock. These provisions may competitively disadvantage us relative to other companies and adversely impact our ability to conduct our business. Potential important opportunities or transactions, such as significant acquisitions, may require the consent of our lenders. In addition, our failure to comply with these covenants could result in a default under the credit agreement.

If our client service demand, level of effort and capacity forecasts are not accurate, our ability to serve our clients profitably could be materially impacted

In our TTEC Engage business, we rely on client demand forecasts to make timely staffing level decisions and investments in our delivery centers and remote work technologies. This forecasting information is critical to our successful execution and profitability maximization. We can provide no assurance that our clients will continue to provide us with reliable demand forecasts, nor that we will continue to be able to maintain desired delivery center capacity utilization and remote delivery mix. If we are unable to dynamically adjust to changes in clients’ demand forecasts, if our facilities and staff utilization rates are below expectations or if unexpected shifts in demand make it difficult to right size our real estate and staffing commitments quickly, our results of operations may be adversely affected.

Pricing of our services in our Digital business is contingent on our ability to accurately forecast the level of effort necessary to deliver our services, which is sometimes dependent on information that can be inaccurate or developments outside of our control. Errors in our level of effort estimations or inefficiencies of our staff could yield lower profit margins or cause projects to become unprofitable, resulting in adverse impacts on our results of operations.

Our cost containment efforts may constrain investments necessary for growth and business opportunities, while failure to manage costs effectively could adversely impact our profitability and ability to service debt

We intend to continue growing our business through expanded client relationships, increased sales efforts, and new technology offerings while maintaining disciplined cost controls. This approach creates inherent tension: lean overhead combined with growth objectives may strain our management systems, infrastructure, and resources, potentially resulting in internal control failures, missed business opportunities, and staff attrition.

Our ability to improve or maintain profitability depends on continuous cost management across several areas, including workforce optimization and delivery center utilization, operational efficiency through offshoring and automation, and administrative cost discipline. These ongoing efforts must be balanced against necessary investments to support growth, address technology transformation, and respond to increasing cybersecurity threats. Additionally, inflationary pressures in the economies where we operate continue to affect our cost structure.

If we fail to manage costs effectively in response to changes in demand and pricing for our services, if cost discipline comes at the expense of investments necessary to grow and protect our business, or if we are unable to absorb or pass through increases in operating costs to our clients, our business, financial condition, and results of operations could be materially adversely affected.

The current outsourcing trend may not continue, and the prices that clients are willing to pay for the services may diminish, adversely affecting our business

Our business and the growth in our business depends, in large part, on the willingness of clients to outsource customer care and management services. There can be no assurance that the customer care outsourcing trend will continue, and clients may elect to perform these services in-house or rely on emerging technologies for some of the services they currently outsource to us. Reduction in demand for our services and increased competition from other providers, technologies, and in-house alternatives could create pricing pressures and excess capacity in the market that would have an adverse effect on our business, financial condition, and results of operations.

11

Table of Contents

We have incurred, and may in the future incur, impairments to goodwill, long-lived assets or strategic investments, which would impact our financial results of operations

As a result of past acquisitions, as of December 31, 2025, we have approximately $368.7 million of goodwill and $133.7 million of intangible assets included on our Consolidated Balance Sheet. We review our goodwill and intangible assets for impairment at least once annually, and more often when events or changes in circumstances indicate the carrying value may not be recoverable. We perform an assessment of qualitative and quantitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of the goodwill or intangible asset is less than its carrying amount. In the event that the book value of goodwill or intangible asset is impaired, such impairment would be charged to earnings in the period when such impairment is determined. We have recorded goodwill and intangible impairments in the past. For example, in 2024, we recorded a non-cash pre-tax goodwill impairment charge of $196.0 million in connection with the TTEC Engage reporting unit and an additional non-cash pre-tax $37.5 million impairment charge associated with certain tax effects for a total non-cash impairment loss of $233.5 million recognized in Q2 2024. In Q4 2025, we are recording a non-cash pre-tax goodwill impairment charge of $193.0 million in connection with the TTEC Digital reporting unit and an additional non-cash pre-tax $12.4 million impairment charge associated with certain tax effects for a total non-cash impairment loss of $205.4 million. There can be no assurance that we will not incur additional impairment charges in the future, which could have material adverse effects on our results of operations.

We routinely consider strategic transactions and may enter into such transactions at any time; such transactions could negatively impact our business and create unanticipated risks

We regularly evaluate potential acquisitions, divestitures, and business combinations that we believe could benefit our stockholders, and we may consider such transactions in the context of the changes we may introduce to our capital structure in connection with the refinancing of our credit facility. There can be no assurances, however, that we will be able to identify opportunities that complement our strategy, are available at valuation levels accretive to our business, or that our banking partners would consent to such transactions under our credit facility. Even if we are successful in executing such transactions, they may subject our business to risks that could adversely affect our results of operations, including:

While we consider and pursue these transactions to enhance our business, financial results, and stockholder value, there can be no assurance that we will achieve our objectives.

Risks Related to Our Business Operations and Our Industry

A large portion of TTEC Engage revenue is generated from approximately 150 clients, and the loss of one or more of these clients or a significant reduction in their business volumes with us could adversely affect our business

TTEC's business relies on strategic, long-term relationships with large, global companies in targeted industries and certain government agencies. As a result, our business derives a substantial portion of its revenue from relatively few clients. Our five and ten largest clients, collectively, represented 30.6% and 46.8% of our revenue in 2025, respectively, with one client representing over 10% of our revenue.

12

Table of Contents

While we have multiple engagements with our largest clients and all contracts are unlikely to terminate at the same time, the contracts with our five largest clients expire between 2026 and 2029 and there can be no assurance that these contracts will continue to be renewed at all or be renewed on favorable terms. While our ongoing sales and marketing activities aim to add new commercial and public sector clients and new opportunities with existing clients, there can be no assurance that such additional work can be secured or that it would yield financial benefits comparable to expiring contracts. The loss of all or part of major clients’ business could have a material adverse effect on our financial condition, and results of operations, if the loss of revenue is not replaced with profitable business from other clients.

We serve clients in industries that have historically experienced a significant level of consolidation. If one of our clients is acquired (by a new owner or by another of our clients) our business volumes and revenue may materially decrease due to the termination or phase out of an existing client contract, volume discounts, or other contract concessions, which could have an adverse effect on our business, financial condition, and results of operations.

A large portion of TTEC Digital’s revenue is generated from technology partners whose continued partnership with us, risk sharing practices, and product reliability may adversely impact our business

A large portion of our TTEC Digital revenue is tied to our partnerships with providers of customer management technology solutions. These partners designate us as a preferred system integrator and implementation and maintenance partner, recommending us to their technology platform customers and providing us with sales leads for services and technology resale opportunities. Our profitability, therefore, often depends on the health of these partnerships and the effectiveness and stability of these third-party technology platforms, as well as on how these solutions are perceived by the market.

Clients who buy these third-party solutions and related services from us hold the Company responsible for the stability and reliability of these platforms, as well as for any losses or damages arising from system outages and cybersecurity incidents involving these third-party solutions. Because we do not control the stability or the reliability of these technology solutions, we seek back-to-back indemnifications from the technology partners for losses and damages that may be caused by their technology that we cannot control or mitigate. If our technology partners’ solutions lag in innovation, do not meet customer expectations in functionality, or have stability or reliability issues, or if our back-to-back indemnities with technology partners for exposures that we cannot control or mitigate fail to fully cover our liabilities to our clients, or if these partners do not honor their indemnity obligations, our results of operations may be materially impacted.

As TTEC Digital clients transition from on premises information technology solutions to public cloud and SaaS services, our business may be impacted

Some of our TTEC Digital clients are rapidly transitioning their IT functions from on premises platforms that we help them support to public cloud solutions and SaaS services. They rely on us for these transitions, which historically contributed to the growth of our higher-margin consulting services, while at the same time impacting our future revenue from managed IT services, and system hardware and software resales. As clients complete the transformation of their technology solutions to the cloud and SaaS, higher-margin consulting service opportunities may no longer be available. If we cannot continue to replace our resale, maintenance and transition related consulting services revenue with other high margin services, our results of operations in the Digital business may be impacted.

Our public sector business represents unique risks that can negatively impact our results of operations

A notable portion of our revenue comes from contracts with U.S. federal, state and local government entities, and our growth strategy includes further expansion of our public sector work. These contracts present distinct risks, including long and uncertain procurement cycles, limited ability to adjust pricing or other material contract terms when operating conditions change, funding and appropriation constraints, heightened compliance and audit exposure, and broad termination rights that can delay revenue, increase costs, and reduce margins.

13

Table of Contents

Many of our public sector contracts impose strict change-control and approval requirements, and inflation, wage increases, increased cost of specialized technology and security requirements, regulatory changes, scope shifts, or volume and mix variances can raise delivery costs without timely recovery, producing unfavorable economics for the remaining performance period.

Public sector contracts are contingent on annual appropriations and funding decisions and may be terminated or not renewed if funds are unavailable, and budget shortfalls, policy shifts, continuing resolutions, or shutdowns can delay, downsize, or end awards, resulting in unfunded costs and under-utilized resources.

Public sector work also entails heightened compliance, audit, and oversight of performance, pricing, cost allocations, labor practices, information security, and subcontracting. Adverse findings can result in repayments, withholdings, penalties, reputational harm, or restrictions on future eligibility to bid for or perform public sector work.

Collectively, these public-sector-specific factors could delay or reduce anticipated revenue and increase compliance and delivery costs, materially and adversely affecting our profitability and results of operations.

The trend of clients seeking to transfer to service providers growing risks related to cybersecurity, data privacy and emerging technologies could significantly impact our operations and profitability

We often provide services in the clients’ and not in our information technology environments, and security and data privacy incidents that clients experience may have many causes and many contributory factors, most of which are unrelated to our activities or involve situations that we cannot reasonably control or mitigate. Yet, clients are increasingly demanding that service providers, like us, accept substantial or even unlimited liability for incidents that we did not cause but which our errors or omissions may have contributed to, in part. While clients expect the inclusion of emerging technologies, including AI, in our services offerings, they often are not positioned to nor do they wish to mitigate or assume responsibility for the often uncertain risks associated with such technologies, instead expecting us to assume that risk. Potential liability and related cost in connection with these risk transfers are often unpredictable, cannot be easily quantified or priced, and cannot always be insured. If we are unable to negotiate reasonable contractual terms with our clients where liabilities for our services are reasonably allocated to events that we can impact, control or mitigate, we may have to decline business opportunities or incur significant liability that would have impact on our results of operations.

Our remote service delivery model exposes us to identity verification, compliance, cybersecurity, and operational risks that could harm our business

Remote service delivery is integral to our business model and cost structure. The prevalence of remote work has made it increasingly difficult to verify that individuals performing work on our behalf are who they claim to be. We have experienced isolated incidents of remote employees holding multiple jobs, using non-employees to perform their work, or sharing wages. In response to these incidents, we implemented enhanced employee identification and geolocation measures to monitor employee identities and work locations. Yet, there can be no assurance that these measures are sufficient to prevent fraud, unauthorized access to data, regulatory and civil liability, and national security concerns.

Recent enforcement actions and government advisories have highlighted schemes in which foreign nationals, including those operating on behalf of hostile nation-states, have used stolen or synthetic identities, fraudulent documentation, and technological tools—including AI-generated imagery and deepfake technology—to obtain remote employment with U.S. companies. These individuals may use domestic co-conspirators to receive company-issued equipment, conduct in-person identity verification, or otherwise circumvent onboarding controls. Our identity verification, background check, and geolocation monitoring procedures may not detect sophisticated identity fraud schemes, and the rapidly evolving nature of these threats requires continuous investment to maintain effective controls.

14

Table of Contents

Our inability to continuously monitor how remote employees deliver services may also impair regulatory compliance in certain lines of business and increase our exposure to fraud by delaying the detection of inappropriate behavior. In addition, employees who work from home rely on residential internet and communication providers that may be less resilient than commercial infrastructure and more susceptible to service interruptions and cyberattacks. Our business continuity and disaster recovery plans may not operate effectively in a distributed remote delivery model, where weather impacts, internet access, and power grid disruptions may be difficult to manage, and system redundancies are not feasible.

Remote work arrangements may also affect our company culture and employee engagement, potentially impacting retention.

If we cannot manage these risks effectively or maintain client confidence in our remote service offerings, our reputation, regulatory standing, and results of operations may be adversely affected.

If we cannot recruit and retain qualified employees to respond to client demands at the right price point, our business will be adversely affected

Our business is labor intensive and our ability to recruit, train, and retain employees with the right skills, at the right price point, and in the timeframe required by our client and project schedule commitments is critical to achieving our financial objectives. Demand for qualified personnel with multi-lingual capabilities and fluency in English may exceed supply. Demand for highly skilled technical staff with experience that reflects emerging technologies can also be limited. While we invest in employee retention, our industry is known for high employee turnover, and we are continuously recruiting and training replacement staff.

We sign multi-year client contracts that are priced based on prevailing labor rates in jurisdictions where we deliver services and that do not always contain wage escalation or change in laws provisions. In many jurisdictions where we operate, however, our business is confronted with a patchwork of ever-changing minimum wage, mandatory time off, paid medical leave, and rest and meal break laws at the state and local levels. As these jurisdiction-specific laws change with little notice or grace period for transition, we often have no opportunity to adjust how we do business or pass cost increases on to our clients.

Inflationary wage pressures in many jurisdictions where we hire to support our customer care business may continue to make it difficult for us to meet our contractual commitments on multi-year client contracts that do not have wage escalation provisions or may make such contracts unprofitable. Compensation pressure to retain technology-savvy talent may impact our cost of delivery and impact margins in our professional services contracts.

Employee misconduct may result in liability, reputational harm, and loss of business

We depend on our employees to adhere to strict processes and controls when delivering services to our clients and their customers. Although we train employees in their responsibilities before granting access to our and our clients' environments and data, we cannot prevent all misconduct across a workforce of approximately 51,000 employees operating in dozens of countries. When employees disregard or intentionally breach established controls, whether acting alone or in collusion with others, we may be responsible for the resulting harm and could face significant liability, fines, and penalties.

Unauthorized access to or disclosure of sensitive client or customer information, losses resulting from employee negligence or fraud, and our failure to promptly detect and deter such conduct could damage our reputation, erode client trust, trigger contractual and regulatory liability, and result in loss of business and market share, any of which could materially and adversely affect our results of operations and financial condition.

15

Table of Contents

Long sales cycles in certain parts of our business can lead to long lead times before we receive revenue

We often face a long selling cycle to secure contracts with new clients or contracts for new lines of business with existing clients. When we are successful in securing a new client engagement, it often starts with small volumes and the prospect of growing over time. New client engagements are generally followed by a long implementation period when clients must give notice to incumbent service providers or transfer in-house operations to us. There may also be a long ramp-up period before we commence our services, and under most of our contracts we receive no revenue until we start performing the work. Prolonged ramp-ups require investment that may not be recovered until future performance periods. If we are not successful in winning work after a prolonged sales cycle, or in maintaining the contractual relationship for a period of time necessary to offset new project investment costs and appropriate return on that investment, the investments we make into onboarding new clients may have a material adverse effect on our results of operations.

If we are unable to maintain a geographically diverse footprint, our profitability may be adversely affected

Our business is labor-intensive, and therefore, the cost of wages, benefits, and related taxes constitutes a large component of our operating expenses. Our growth is, therefore, dependent upon our ability to maintain and expand our operations in cost-effective locations, in and outside of the United States.

Our clients often dictate locations from where they wish for us to serve their customers, such as “near shore” jurisdictions located in close proximity to the clients’ U.S.-based headquarters locations, or in specific locations around the globe. There is no assurance that we will be able to effectively launch operations in jurisdictions that meet our cost, labor availability, and security standards. Our inability to expand our operations to such locations, however, may impact our ability to secure new clients and additional business from existing clients, and could adversely affect our growth and results of operations.

Our business can be disproportionately adversely impacted by events outside of our control that impact our clients, such as economic conditions, geopolitical tensions, and outbreaks of infectious diseases

Global economic conditions, geopolitical instability, concerns with cybersecurity, and technology innovation may lead to a reduction in demand for our services and increased pressure on revenue and profit margins. Our business volumes are impacted by consumer sentiment, and the current inflationary pressures and economic uncertainties are impacting consumer demand for some of our clients’ products and services, which can have a direct impact on the demand for our offerings. The cost increases of our services due to growing labor and cybersecurity costs, as well as social pressures on our clients to utilize their own staff for services, rather than laying off employees, may cause clients to bring previously outsourced services in-house. This risk is enhanced as many clients outsource functions that can be self-serviced, and therefore clients may increasingly encourage customer independence through self-service instead of relying on our solutions.

Current geopolitical tensions could continue to escalate, with unpredictable consequences for our business. For example, our business could be negatively affected by regional escalation of the Gaza Israeli conflict and other escalations in the Middle East, including Iranian strikes on U.S. targets, which may impact our operations in Africa; continuing tensions with China could impact our delivery centers in the Asia-Pacific region, especially in the Philippines; ongoing tensions between India and Pakistan can impact our operations in the Indian provinces near the Pakistani border, and the tariff wars and anti-immigration rhetoric may impact our operations in Canada, Mexico or South Africa.

Natural disasters in locations where we have employees and operations, like the Philippines, Mexico, and the tornado valley and gulf coasts of the United States, can also have significant negative impacts on our ability to deliver services and our reputation for stable service delivery.

Finally, widespread outbreaks of infectious diseases, like the COVID-19 pandemic, would impact our global operations, our delivery capabilities, and our clients’ demand for services.

16

Table of Contents

The cost and availability of labor, telecommunication services, energy, and other operational necessities could adversely affect our results of operations

We have experienced increases in labor costs. Many of our long-term contracts do not allow for escalation of fees as our operating costs increase; and those that do allow for escalations do not always provide for rate increases comparable to cost increases that we are experiencing now and are likely to experience in the future. There is no assurance that we will be able to fully offset cost increases through cost management or price increases, especially given the current highly competitive environment in our industry. Our clients are also experiencing economic pressures and when faced with cost increases from us, may take over the delivery of the services we historically performed for them or engage less expensive providers. If we are not able to increase our pricing or otherwise offset our increased costs while maintaining our market share, our operating results and profitability could be adversely affected.

Contract terms typical in our industry can lead to volatility in our revenue and profitability

Many of our TTEC Engage business contracts require clients to provide monthly forecasts of volumes, but no guaranteed or minimum volumes or revenue levels. Such forecasts vary from month to month, which can impact our staff and space utilization, our cost structure, and our profitability.

Many of our long-term contracts have termination for convenience clauses with short notice periods and no guarantees of minimum revenue levels or profitability, which could have a material adverse effect on our results of operation if clients terminate a contract or materially reduce customer interaction volumes on short notice.

We may not always be able to offset increased costs of delivery with increased contract revenue under long-term contracts. The pricing and other terms of our client contracts, particularly in our long-term service agreements, are based on estimates and assumptions we make at contract inception. These estimates reflect the best information available at the time with respect to the nature of the engagement and our expected costs to provide the contracted services, but these expectations could differ from actual results, especially during inflationary periods and competitive pressures.

Not all our contracts allow for fee escalation as our operating costs increase. Moreover, those that do allow for such escalations do not always allow increases at rates comparable to the increases that we experience due to rising minimum wage mandates, related payroll cost increases, increased technology and security costs, and the increasing costs of evolving regulatory requirements. If and to the extent we do not negotiate long-term contract terms that provide for fee adjustments to reflect increases in our cost of service, our business, financial conditions, and results of operations could be materially impacted.

We provide service level commitments to some of our clients. If we do not meet these contractual commitments, we could be subject to penalties, credits, refunds or contract termination, which could adversely affect our revenue and harm our reputation.

Broad indemnification obligations and no or very high limitations of liability in some of our contracts for losses or damages outside our control that can be indirectly tied to our services may make those contracts unprofitable and materially impact our results of operations.

Risks Related to Our Use of Technology and Third-Party Services

A disruption to our information technology systems could adversely affect our business and reputation

Our business relies extensively on cloud and on-premises technology platforms to serve our clients and to conduct our business. These information technology systems are complex and may, from time to time, get damaged or be subject to performance interruptions from power outages, telecommunications failures, cybersecurity failures and malicious attacks, or other catastrophic events. They may also have design defects, configuration or coding errors, and other vulnerabilities that may be difficult to detect or correct, and which may be outside of our control. If the Company’s information technology systems fail to function properly, the Company could incur substantial repair, recovery or replacement costs and experience data loss and significant liability for disruption of clients’ operations, all or any of which could result in material impediments to our ability to conduct business and would damage the market’s perception of the reliability and stability of the Company and our service offerings.

17

Table of Contents

In addition, an information system disruption could result in our failing to meet our contractual performance standards and obligations, which could subject us to liability, penalties, and contract termination. It also may impact our ability to timely report our results of operations impairing our ability to meet our financial disclosure obligations as a public company. Any of these events or a combination of several may adversely affect our reputation and financial results.

Cyberattacks, cyber fraud, and unauthorized data access could harm us or our clients and result in liability, and could adversely affect our business and results of operations

Cyberattacks. Our business involves the use, storage, and transmission of clients’, their customers’, and our employees’ information. We also monitor and support information technology systems for certain clients through cloud-based and on-client-premises managed services model. While we believe we take reasonable security measures to prevent unauthorized access to our information technology systems and to our clients’ systems, and to protect the privacy of personal and proprietary information that we access and store, our security controls over our systems have not prevented in the past and may not prevent in the future improper access to these systems or unauthorized disclosure of this information. Such unauthorized access or disclosure could subject, and in the past has subjected us to significant liability under relevant laws, our contracts, and our licenses to perform certain regulated services; and could harm our reputation, resulting in material impacts to our results of operations, loss of future revenue and business opportunities. These risks may further increase as our business model now relies on a higher percentage of work delivered from home, in addition to our traditional delivery center model. The risks may also increase, as we expand geographically into new locations, where cybersecurity is difficult to assure.

In recent years, there have been an increasing number of high-profile security breaches at companies and government agencies, when hackers, cyber criminals and state actors launch a broad range of ransomware, data exfiltration, and other cyberattacks targeting information technology systems. Information security breaches, computer viruses, service interruption, loss of business data, DDoS (distributed denial of service) attacks, ransomware and other cyberattacks on any of our systems or on our clients’ systems, through our channels, have and in the future could disrupt our normal operations, our cloud platform digital offerings, our clients’ on-premise managed service offerings, and our corporate functions, impeding our ability to provide critical services to our clients and financial reporting of our results of operations. Techniques used by cyber criminals to obtain unauthorized access, disable or degrade services, or sabotage systems evolve frequently and may not immediately be detected, and we may be unable to implement adequate preventative measures.

As we previously reported, in 2021, we experienced two significant cybersecurity incidents and although neither of these incidents resulted in material impact on our results of operations in 2021, there can be no assurances that future cybersecurity incidents, which are unavoidable, would not have a material impact on our results of operations. We have made and continue to make significant investments to enhance our information technology environment, but we, like many other companies, continue to be attacked by cybercriminals and there can be no assurances that investments made to date and the investments planned to be made in the future would be sufficient to mitigate these ongoing attacks or to prevent material impact from future cybersecurity incidents.

Cybersecurity events may have cascading effects that unfold over time and result in additional costs, including costs associated with investigations, government enforcement actions, regulatory inquiries, fines and penalties, contractual claims, litigation, financial judgement or settlements in excess of insurance, disputes with insurance carriers concerning coverage and the availability of cyber insurance in the future, loss of clients’ trust, future business cancelations and other losses. Any client perceptions that our systems or the information system environments that we support for our clients are not sufficiently secure could result in a material loss of business and revenue and could damage our reputation and competitiveness.

Cyber fraud. As others, we are experiencing an increase in frequency of cyber fraud attempts, including phishing and smishing attempts, and so-called “social engineering” or “deep fake” attacks, which typically seek unauthorized access into the environment, money transfers or unauthorized information disclosure. We train our employees to recognize these attacks and have implemented proactive risk mitigation measures to curb them. There can be no assurances, however, that these attacks, which are growing in sophistication and frequency, would not deceive our employees, resulting in a material loss and impacts to our operations and corporate functions.

18

Table of Contents

While we believe we have taken reasonable measures to protect our systems and processes from unauthorized intrusions and cyber fraud, we cannot be certain that advances in cybercriminal capabilities, discovery of new system vulnerabilities, and attempts to exploit such vulnerabilities will not compromise or breach the technologies protecting our systems and the information that we manage and control, which could result in damage to our systems, our reputation, and our profitability.

Significant interruptions in communication and utility services provided to us by third-party vendors could adversely impact our business

Our business is dependent on third parties for communications services, information technology systems, access to cloud networks, electric and other domestic and foreign third-party utility service providers. Any disruption of these services could adversely affect our business. We have taken steps to mitigate our exposure to service disruptions through procurement rigor in how we select these partners and by investing in multi-layered redundancies, but there can be no assurances that the mitigation strategies and redundancies we have in place would be sufficient to maintain operations without disruptions, especially as we deliver more services remotely, because conventional redundancy strategies are less effective in work from home environments.

Use of AI technology in our client offerings could result in liability and harm to our reputation and may adversely impact our results of operations

We are increasingly incorporating AI technologies into our client offerings, including conversational AI chatbots, virtual agents, intelligent call routing, real-time agent assist tools, training curriculum design, voice and speech analytics, language translation, sentiment analysis, automated customer service responses, and self-service automation. We have governance and controls in place for AI development and use that we deem to be reasonable and appropriate. Competitive pressures to adopt and deploy AI-enabled solutions may accelerate implementation timelines in ways that increase risk exposure, however. As with many disruptive technologies, AI presents risks and unintended consequences that could affect its adoption, and social, ethical, and evolving regulatory issues related to the use of AI in our offerings may result in liability and reputational harm that could materially impact our results of operations.

Many of our AI-enabled offerings rely on third-party AI platforms, foundation models, or other vendor-provided technologies. Defects, service interruptions, security vulnerabilities, or changes in licensing terms outside our control could disrupt client deliverables or degrade the quality of our services. We may have limited visibility into the design, training data, or operational parameters of these third-party systems, which may constrain our ability to identify, explain, or remediate errors or biases in AI outputs provided to clients and their customers. Third-party AI platform developers offer limited recourse to users for any of these scope limitations, but our clients often seek full recourse from us and refuse to accept pass-through terms offered by AI platform developers, exposing TTEC to potential liability we cannot mitigate or control. Additionally, intellectual property issues associated with AI remain uncertain, including questions regarding ownership of AI-generated outputs and the risk that AI systems may inadvertently incorporate, reproduce, or infringe upon protected content or proprietary information. These issues could expose us to claims of infringement or misappropriation and may affect the value or usability of our AI-enabled deliverables.

Most AI solutions are evolving and are not infallible. Issues with data sourcing, technology integration, decision-making bias of AI algorithms, security challenges, protection of privacy for personally identifiable information, the regulatory landscape, content labeling, and acceptable use governance continue to evolve. While efforts are being made to deploy AI responsibly with appropriate controls, our ability to do so effectively cannot be guaranteed. If our solutions incorporating AI are flawed, inaccurate, or produce outputs that do not meet reasonable expectations or the standard of care, they may cause harm to our clients or their customers. Such failures could give rise to professional liability claims, malpractice allegations, errors and omissions exposure, contractual disputes, or indemnification obligations. Limitations of liability provisions in our client agreements may not fully insulate us from such exposure, and our professional liability insurance may not cover all AI-related claims or may become more costly or difficult to obtain as AI-related risks evolve.

19

Table of Contents

Use of AI in operations introduces risks that could materially affect our business and reputation

We use AI technologies to enhance operations, including software development, forecasting, compliance monitoring, recruiting, and process improvement. While these technologies may improve quality, speed, and cost efficiency, they also create operational, legal, ethical, and compliance risks, including data privacy and security vulnerabilities, inadvertent bias or discrimination, errors, and other unintended consequences that may be difficult to detect or remediate.

AI systems used in our operations rely on large volumes of data and complex models, which may expose us to heightened risks of unauthorized access, misuse, or exfiltration of sensitive or confidential information. Model output may be inaccurate, misleading, or inconsistent and may reflect or amplify biases in the training data, potentially resulting in discriminatory outcomes in internal decision-making. These failures could lead to employee or stakeholder harm, business interruption, regulatory investigations or enforcement actions, litigation, contractual claims, financial liability, and reputational damage.

As AI technologies evolve, our workforce may require significant retraining and upskilling, potentially increasing costs and disrupting productivity as new tools and processes are adopted. We may need to redesign roles, reallocate talent, and invest in training and change management to build or maintain AI capabilities and governance. These efforts may not succeed, or may take longer or cost more than expected, and AI-driven process changes could shift job content in ways that negatively affect employee morale, engagement, and our ability to attract and retain talent.

Our growing reliance on third parties for data, software, cloud and SaaS services could adversely impact our business

As we continue to transition and consolidate our information technology and data repositories from on premises IT and data centers controlled by us to public cloud and SaaS providers, and as we increase our reliance on third-party software providers, the vulnerability of our business to the reliability of these third parties is increasing. We have taken steps to mitigate our exposure to service disruptions from these third-party providers, but there can be no assurance that these service providers can maintain security, confidentiality, availability, and integrity of products and services on which we rely. The failures of these third parties to meet their service level commitments to us because of cybersecurity or data breaches, inadequate information technology infrastructure, insufficient updates to software, non-conformance to servicing standards, and other reasons for their business operations’ disruption can damage our reputation and cause financial losses to us, impacting our results of operations.

Our agreements with third-party technology and software providers often have limitations of liability that do not fully protect us against liability to our clients, nor against costs of business interruption that we may incur due to the technology failures.

Risks Related to Legal and Regulatory Environment

Our financial results may be affected by changes in laws and regulations that impact our business and by our failure to comply with such requirements

Our business is subject to extensive, and at times conflicting, regulations by the U.S. federal, state, local, foreign national, and provincial authorities relating to sensitive client and customer data, data privacy, customer communications, and telemarketing practices; licensed healthcare, financial services, collections, insurance, and gaming/gambling support activities; trade restrictions and sanctions, tariffs, and import/export controls; taxation; labor regulations, mandatory healthcare and wellness regulations, wages, breaks and severance regulations; health and safety regulations; disclosure obligations; and immigration laws, among other areas.

As we provide services to clients’ customers residing in countries where we do not have in-country operations or when we use telecommunication channels and airways in countries where we do not have physical presence, we may also be subject to the laws and regulations of these countries. Costs and complexity of compliance with existing and future regulations that could apply to our business may adversely affect our profitability; and if we fail to comply with these mandates, we could be subject to contractual, civil and even criminal liability, monetary damages and fines. Enforcement actions by regulatory agencies could also materially increase our costs of operations and impact our ability to serve our clients.

20

Table of Contents

Adverse changes in laws or regulations that impact our business may negatively affect the sale of our services, slow the growth of our operations, or mandate changes to how we deliver our services, including our ability to use and how we use offshore resources. These changes could threaten our ability to continue to serve certain markets.

Uncertainty and inconsistency in privacy and data protection laws relevant to our business, the high cost of compliance with such laws, and the failure to comply with related contractual obligations may impact our ability to deliver services profitably

During the last several years, there has been a significant increase in data protection and privacy regulations and enforcement activity in many jurisdictions where we and our clients do business. These regulations are often complex and at times they impose conflicting requirements among different jurisdictions that we serve. For example, the European Union’s General Data Protection Regulation (GDPR) imposes data protection requirements for controllers and processers of personally identifiable information collected in Europe, while the California Consumer Privacy Protection Act (CCPA), and other similar acts in other U.S. states imposed similar regulations protecting state residents. The recently adopted European Union AI Act, the requirements of which are not yet fully tested, also apply to our services. In addition, we are subject to the terms of our privacy policies and client contractual obligations related to privacy, data protection, and information security. There is an increased focus on automated processing and services delivered with the use of AI tools that may lead to increased regulatory oversight and restrictions that could have an impact on our business.

The scope of these laws, regulations and policies is subject to differing interpretations, and may conflict with other laws and regulations. The regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these varied obligations may be interpreted and applied in a manner that currently we do not anticipate or that they are inconsistent from one jurisdiction to another.

Failure to comply with all privacy, data protection and cybersecurity laws and regulations that are relevant to different parts of our business have resulted in, and may  in the future result in legal claims, significant fines, sanctions, or penalties, or loss of licenses. Efforts to comply with these laws and regulations may increase our cost of operations, or make it difficult for us to secure business or efficiently serve our clients. Compliance with these evolving regulations requires significant investment which impacts our financial results of operations.

Well publicized security breaches have led to enhanced government and regulatory scrutiny of the measures being taken by companies to protect against cyberattacks and have resulted in heightened cybersecurity requirements, including additional regulatory expectations and the oversight of vendor activity for licensed service providers and for providers and services to public sector clients. Unauthorized disclosure of sensitive or confidential data of our clients, their customers’, and our employees’, whether through third party breach of our systems or due to negligence or intentional acts of insiders, has exposed us in the past and could expose us in the future to costly litigation and regulatory enforcement. It could also impact our reputation and cause us to lose clients, which could adversely affect our financial condition and results of operations.

Wage and hour, ADA, and ERISA fiduciary class action lawsuits can expose us to costly litigation and damage our reputation

The customer care business process outsourcing industry in the United States is a target of plaintiffs’ law firms that specialize in wage and hour and Americans with Disabilities (ADA) class action lawsuits against large employers by soliciting potential plaintiffs (current and former employees) with billboard and social media advertising. Similarly, plaintiffs’ law firms also target companies that offer health, welfare, and deferred income retirement plan (known as 401K plans) benefits subject to ERISA regulations to large employee populations that could result in large classes of potential plaintiffs. These plaintiffs’ law firms seek large settlements based entirely on the number of potential plaintiffs in a class, whether or not there is any basis for the claims that they make on behalf of these potential plaintiffs, most of whom do not believe themselves to be aggrieved nor seek recourse until solicited. The cost of defending these large class action lawsuits has been and will continue to be significant.

21

Table of Contents

Because we hire large numbers of employees in the United States and our industry has large turnover, the potential size of plaintiffs’ classes in these wage and hour and ERISA lawsuits can be considerable, creating potential material risks to the cost of our operations. As we continue to hire more employees in the United States, and grow our operations in California, where the number of wage and hour and ERISA class action lawsuits is larger than in many other states combined and where verdicts in these lawsuits are very large, our results of operations may be materially impacted by these lawsuits.

Evolving and fragmented AI regulations may increase compliance costs, limit our offerings, and harm our reputation

Laws, regulations, and standards governing AI technologies are rapidly evolving across the jurisdictions in which we operate, with varying and sometimes conflicting requirements for transparency, explainability, human oversight, impact assessments, and prohibited uses. This fragmented regulatory landscape creates significant compliance complexity, particularly when serving clients who operate across borders or in highly regulated industries. Regulatory uncertainty and inconsistency may increase our costs and potential liability related to both our use of AI and our clients' use of AI in connection with our services.

Failure to comply with applicable AI regulations could result in regulatory investigations, enforcement actions, fines, or restrictions on our ability to offer AI-enabled services in certain markets. As regulatory frameworks continue to develop, we may be required to modify or discontinue certain offerings, invest significant resources in compliance infrastructure, or face heightened uncertainty regarding the permissibility of our practices, any of which could adversely affect our competitive position and results of operations.

Although we have adopted a responsible approach to integrating AI into our offerings and operations, there can be no assurance that future regulations will not conflict with this approach or otherwise require costly modifications to our offerings. Any such developments could materially and adversely affect our business, results of operations, and reputation.

Challenges in protecting our intellectual property and its infringement by others may adversely impact our ability to innovate and compete

Our intellectual property may not always receive favorable treatment from the United States Patent and Trademark Office, the European Patent Office, or similar foreign intellectual property adjudication and registration agencies; and our “patent pending” intellectual property may not receive a patent or may be subject to prior art limitations. Our trademarks may be challenged, and have been challenged, by others with similar marks.

The lack of an effective legal system in certain countries where we do business or lack of commitment to protection of intellectual property rights, may prevent us from being able to defend our intellectual property and related technology against infringement by others, leading to a material adverse effect on our business, results of operations and financial condition.

As our reliance on technology for services that we provide increases, so is the risk of infringement or claims of infringement of intellectual property rights of others. If we are not successful in defending against such claims, our results of operations may be impacted.

Increases in income tax rates, changes in income tax laws, or disagreements with tax authorities could adversely affect our business.

We are subject to income taxes in the United States and in certain foreign jurisdictions where we operate or where clients benefit from our services. Increases in income tax rates or other changes in income tax laws could reduce our after-tax income from the relevant jurisdictions and could adversely affect our business, financial condition or results of operations. Our operations outside the United States generate a significant portion of our income, and many of the other countries where we have significant operations have recently made or are actively considering changes to existing tax laws that could significantly impact how U.S. multinational corporations are taxed on foreign earnings.

22

Table of Contents

Governments in the United States and other jurisdictions have proposed and enacted changes to fiscal and tax policies, including reforms affecting multinational enterprises. If enacted or interpreted in a manner adverse to us, such changes could increase our effective tax rate or otherwise adversely affect our business, financial condition, or results of operations.

There are no assurances that we will be able to implement effective tax planning strategies that are necessary to optimize our tax position following changes in tax laws globally. If we are unable to implement a cost-effective contracting structure and other changes in how we do business to mitigate these changes, our effective tax rate and our results of operations will be impacted.

Our ability to use our net operating losses or federal tax credits to offset future taxable income may be subject to certain limitations.

Our inability to timely secure or maintain licensing required to perform certain of our regulated services may significantly impact our results of operations

Some of the services we provide for our healthcare, financial services, gaming, and other highly regulated clients require for some of our legal entities, directors and officers of these entities, and employees who perform the services to be licensed by authorities that oversee these regulated activities. These licensing requirements vary among jurisdictions where we provide services; and the ongoing compliance requirements related to maintaining and renew these licenses also change often. Our ability to maintain these licenses and to comply with various evolving regulations that underpin the licensing requirements depends on many factors, not all of which we control; and the cost of this compliance can be significant. Failure to comply with all regulations in one jurisdiction may impact our licensing status with regulators in other jurisdictions. Our ability to secure and maintain these licenses and to do so timely cannot always be assured and depends on many factors, some of which we cannot control. If we are unable to maintain these licenses, if we fail to comply with ever evolving regulations in all the jurisdictions where we deliver regulated services, or if we are unable to meet the regulatory requirements, we may lose significant business opportunities or breach ongoing contractual obligations, which could have material adverse impact on our results of operations.

If our transfer pricing arrangements are ineffective, our tax liability may increase

Transfer pricing regulations in the United States, Australia, India, Mexico, the Netherlands, the Philippines, and other countries where we operate require that cross-border transactions between affiliates be on arm’s-length terms. We carefully consider pricing for operations, delivery, marketing, sales, and other services among our domestic and foreign subsidiaries to ensure that they are at arm's length. If tax authorities determine that the transfer prices and terms that we have applied are not appropriate, our tax liability may increase, including accrued interest and penalties, thereby impacting our profitability and cash flows, and potentially resulting in a material adverse effect to our operations, effective tax rate and financial condition.

Risks Related to Our Operations Outside of the United States

We face special risks associated with international operations

An important component of our business strategy is our global delivery model and our continuous willingness to expand internationally to pursue business opportunities. In 2025, we derived approximately 36% of our TTEC Engage revenue from operations outside of the United States. We deliver services to clients from 22 countries on six continents. Conducting business outside of the United States and in many global locations at the same time is subject to a variety of risks, including:

23

Table of Contents

While we monitor and endeavor to mitigate in a timely manner the relevant regulatory, geopolitical, and other risks related to our operations outside of the United States, we cannot assess with certainty what impact such risks are likely to have over time on our business, and we can provide no assurance that we will always be able to adapt to these changes quickly enough or mitigate these risks successfully and avoid adverse impact on our business and results of operations.

Our delivery model involves geographic concentration outside of the United States, exposing us to significant operational risks

Our business model is dependent on our ability to locate a significant portion of our delivery and overhead functions in low-cost jurisdictions around the globe. Our dependence on our delivery centers and corporate support functions in areas subject to frequent severe weather, natural disasters, health and security threats, and arbitrary government actions represents a particular risk. Natural disasters (floods, winds, and earthquakes), terrorist attacks, pandemics, large-scale utility outages, telecommunication and transportation disruptions, labor or political unrest, and restrictions on repatriation of funds at some of the locations where we do business may interrupt or limit our ability to operate or may increase our costs. Our business continuity and disaster recovery plans, while extensive, may not always be effective, particularly if catastrophic events occur; and business interruption insurance that we procure to address some of these risks may not always be available or may not be affordable.

For these and other reasons, our geographic concentration in locations outside of the United States, especially in the Philippines, India, Mexico, Bulgaria, and South Africa, could result in a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Ownership of Our Common Stock

The price and trading volumes of our common stock may fluctuate significantly due to many factors, some of which we cannot control

Our common stock trades on Nasdaq under the symbol “TTEC.” In recent years, the market value of our stock has declined significantly due to many unrelated factors. Our results of operations directly impact the value of our stock, but many developments affecting the CX solutions industry in general, and not directly related to us or controlled by us, may also have a material impact on our stock value.

Our stock value may be impacted by:

24

Table of Contents

Our stock value may also be impacted by financial projections that we provide to the public and whether these projections align with the expectations of our current investors, potential investors, and financial analysts who follow and comment on our stock. Any changes in our projections of results of operations, or our failure to meet or exceed these projections and the investors’ and analysts’ expectations, could result in a material impact on our stock value.

While many of these factors affect the stock prices of all companies, both in and outside our industry, we may be more significantly affected because of the relatively low trading volume of our shares.

There can be no assurance that we will resume paying dividends or repurchasing our shares or the cadence or levels of these activities

The decisions of our Board of Directors regarding the payment of dividends or share repurchases are made in the best interest of all stockholders in compliance with relevant laws, and depend on many factors, including the Company’s financial condition and earnings from operations; capital requirements for operation and technology investments and acquisitions; debt service obligations; market price of the shares; industry practice; legal and regulatory requirements; changes in U.S. federal, state, and international tax or corporate laws; covenant restrictions in the Company’s credit facility; changes to our business model, and other factors that the Board may deem relevant.

As part of the Company’s broader strategy to prioritize debt reduction, in November 2024, our Board of Directors suspended the Company’s semi-annual cash dividend. The Board of Directors currently does not intend to reconsider that decision in the near term.

From time to time, in the past, the Company also repurchased its shares, as an alternative method of providing returns to our stockholders. As part of the Company’s broader strategy to prioritize debt reduction, the Board currently has no immediate plans to resume its share repurchase program.

Our dividend policy and share repurchase practices may change from time to time, and the investor uncertainty about the Company’s future approach to these practices could have a negative impact on the price of our common stock.

The exclusive forum provision for dispute resolution in our bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for their disputes

Our bylaws designate Delaware’s state courts as the exclusive forum for most disputes between us and our stockholders, including U.S. federal claims and derivative actions. Most Delaware incorporated companies believe that this provision may benefit them by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges who are particularly experienced in resolving corporate disputes, efficient administration of cases relative to other forums, and protection against the burdens of multi-forum litigation. This choice of forum provision does not have the effect of causing our stockholders to waive our obligation to comply with the federal securities laws.

25

Table of Contents

This bylaw forum selection provision is not uncommon for companies incorporated in the State of Delaware, but it could limit our stockholders’ ability to select a more favorable judicial forum for disputes with us, our directors, officers or other employees and may therefore discourage litigation. It is important to note, however, that our choice of forum provision would (i) not be enforceable with respect to any suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, and (ii) have uncertain enforceability with respect to claims under the Securities Act of 1933, as amended.

Delaware law and provisions in our certificate of incorporation and bylaws might discourage, delay or prevent a change in control of our Company, potentially depressing the price of our common stock

Our restated certificate of incorporation and amended and restated bylaws contain provisions that could depress the market price of our common stock by acting to discourage, delay or prevent a change in control of our Company or changes in our management that the stockholders of our Company may deem advantageous. These provisions, among other matters:

In addition, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of our Company, as it imposes certain restrictions on mergers, business combinations, and other transactions between holders of 15% or more of our common stock and us.

We may change our state of incorporation from Delaware to another jurisdiction, which could affect our stockholders' rights and the market perception of our common stock

We are currently incorporated in the State of Delaware. Our Board of Directors and management periodically evaluate whether Delaware remains the optimal jurisdiction for our corporate domicile. As part of this ongoing assessment, we may determine that reincorporating in another jurisdiction, such as Texas or Nevada, would better serve the interests of the Company and its stockholders.

There is a growing perception in corporate governance circles that certain jurisdictions outside Delaware may offer a more business-friendly legal environment, lower franchise taxes and related costs, and protections for stockholders comparable to those in Delaware. Any such reincorporation could result in changes to the corporate laws governing our internal affairs, including laws relating to directors' fiduciary duties, stockholder rights, stockholder litigation, and other matters of corporate governance. While proponents of alternative jurisdictions contend that stockholders would retain substantially similar rights and protections, there can be no assurance that the corporate laws of another jurisdiction would be as favorable to stockholders as those of Delaware, which has a well-developed body of corporate case law and is generally viewed as a predictable legal environment.

If the Board determines that a change in domicile may be in the best interests of the Company and its stockholders, it may recommend that stockholders vote on such a proposal. The Board is under no obligation, however, to make any such recommendation and may ultimately decide that remaining incorporated in Delaware is the preferred course of action. Any reincorporation would require approval by the shareholders holding majority of TTEC shares.

We cannot predict how stockholders, analysts, or the broader market would react to a vote to change our corporate domicile, and there is no assurance that the majority of stockholders would vote in favor of such reincorporation. Any negative reaction could materially and adversely affect the market price of our common stock.

26

Table of Contents

Our Chairman and Chief Executive Officer holds majority voting control, and his interests may conflict with those of other stockholders

Kenneth D. Tuchman, our Chairman and Chief Executive Officer, directly and beneficially owns approximately 57% of our common stock. As a result, Mr. Tuchman exercises significant control over our business practices and strategy, including the ability to elect all members of our board of directors, effect stockholder actions by written consent, and determine the outcome of almost any matter submitted to a stockholder vote—such as mergers, acquisitions or dispositions of assets, incurrence of indebtedness, issuance of equity securities, and payment of dividends.

Mr. Tuchman's interests may not always coincide with those of our other stockholders. His control could delay, prevent, or facilitate transactions—including changes in control or sales of substantially all of our assets—regardless of whether other stockholders support such actions. This concentrated ownership may also discourage potential acquirers or other investors from pursuing transactions involving our company, which could adversely affect the trading price of our common stock.

Our status as a “controlled company” could make our common stock less attractive to investors or otherwise harm our stock price

Because we qualify as a "controlled company" under NASDAQ listing rules, we are exempt from requirements to have a majority independent board, an independent compensation committee, or an independent nominating committee. While we have elected not to rely on these exemptions, we may do so in the future. As a result, our stockholders may not have the same protections afforded to stockholders of companies subject to all NASDAQ corporate governance requirements, which could make our common stock less attractive to some investors or otherwise harm our stock price.

​