A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Summary Risk Factors The following summarizes the principal factors that make an investment in our company speculative or risky, all of which are more fully described in the Risk Factors below. This summary should be read in conjunction with the Risk Factors below and should not be relied upon as an exhaustive summary of the material risks facing our business. The following factors could result in harm to our business, reputation, revenue, financial results and prospects, among other impacts: Risks Related to Our Business and Industry •We are subject to numerous risks associated with the evolving market for products with AI capabilities. •Our results of operations may be adversely affected if we are unable to effectively manage our workforce, including utilization rates, productivity and attrition. •We have been, and may in the future be, unable to achieve anticipated growth, which has had, and may in the future have, an adverse effect on our results of operations, business and prospects. •Our business may be vulnerable to changes in political and economic conditions globally, including the effects of tariffs and other trade measures. •If the pricing structures we use for our client contracts are based on inaccurate assumptions regarding the cost, complexity or scope of our services, our contracts could be unprofitable, which could adversely affect our results of operations, financial condition and cash flows from operations. •If we were to lose the services of our senior management team or other key employees, our business operations, competitive position, client relationships, revenues and results of operations may be adversely affected. •If we do not continue to innovate and remain at the forefront of emerging technologies and related market trends, we may lose clients and not remain competitive, which could cause our revenues and results of operations to suffer. •If any of our largest clients terminates, decreases the scope of, or fails to renew its business relationship or short-term contract with us, our revenues, business and results of operations may be adversely affected. •We face intense competition from technology and IT services providers, and an increase in competition, our inability to compete successfully, pricing pressures or loss of market share could materially adversely affect our revenues, results of operations and financial condition. •Our business depends on a strong brand and corporate reputation, and if we are not able to maintain and enhance our brand, our ability to expand our client base will be impaired and our business and operating results will be adversely affected. •Our labor costs and the operating restrictions that apply to us could increase as a result of collective bargaining negotiations and changes in labor laws and regulations, and disputes resulting in work stoppages, strikes, or disruptions could adversely affect our business. •Evolving and conflicting environmental, social and governance (“ESG”) related laws and regulations, stakeholders' expectations with respect to ESG or our voluntary ESG goals, could increase our compliance costs, expose us to litigation or reputational harm and adversely affect our business, performance and results of operations. 4 Risks Related to our Global Operations •Our results of operations could be adversely affected by economic and geopolitical conditions, in particular, in the markets in which we operate. •The governments of many countries in which we operate have exercised and may continue to exercise significant influence over those countries' economies, which could adversely affect our business, financial condition, results of operations and prospects. •Inflation in the countries in which we operate could adversely affect our business and results of operations. •Our business, results of operations and financial condition may be adversely affected by fluctuations in currency exchange rates. •Changes in the tax laws or in the interpretation or enforcement or the loss of any country-specific tax benefits could have a material adverse effect on our financial condition and results of operations. •Our business, results of operations and financial condition may be adversely affected by the various conflicting and/or onerous legal and regulatory obligations required in the countries where we operate. Risks Related to the Company and the Ownership of Our Common Shares •The price of our common shares may be highly volatile. •We may be classified by the Internal Revenue Service as a "passive foreign investment company" (a "PFIC"), which may result in adverse tax consequences for U.S. investors. •Our business and results of operations may be adversely affected by the increased strain on our resources from complying with the reporting, disclosure, and other requirements applicable to public companies in the United States. You should carefully consider the risks and uncertainties described below, together with the other information contained in this annual report, before making any investment decision. Any of the following risks and uncertainties could have a material adverse effect on our business, prospects, results of operations, margins and financial condition. The market price of our common shares could decline due to any of these risks and uncertainties, and you could lose all or part of your investment. The risks described below are those that we currently believe may materially affect us. Risks Related to Our Business and Industry We are subject to numerous risks associated with the evolving market for products with AI capabilities. The markets and use cases for products with AI capabilities have been rapidly evolving, are difficult to predict and may impact demand for our products and services, pricing and margin. We use AI and machine learning (“ML”) technologies in certain of our products and services, using Globant’s own proprietary AI models, as well as third-party models. We have also deployed AI enabled solutions to enhance our internal processes, including proprietary AI assistants such as “Geno”, a tool to optimize staffing and talent management processes, and “Sensei,” a system that offers tailored learning and career development experiences, each of which leverage OpenAI’s GPT models. In addition, during 2025, we introduced new AI Pods powered by Globant Enterprise AI that provide clients with access to agentic AI capabilities. The significant investments we have made to develop products intended to satisfy the increasing demand for AI capabilities may be insufficient. Conversely, demand for AI-enabled products and services may not materialize. In addition, we face significant hurdles, including whether third-party developers will develop software that utilizes or is based on the AI capabilities of our products and whether we will be successful in developing AI-enabled products that can compete with offerings by established competitors. 5 Our use of AI technology may subject us to reputational, financial, legal or regulatory risks. As we incorporate AI technology into our products and services, any failure to address concerns relating to the responsible use of the evolving AI technology in our products and services may cause harm to our reputation or financial liability and, as such, may increase our costs to address or mitigate such risks and issues. AI technology may create ethical issues, generate defective algorithms, and present other risks that create challenges with respect to its adoption. In addition, evolving rules, regulations, and industry standards governing AI may require us to expend significant resources to modify, maintain, or align our business practices or products to comply with rules and regulations, the nature of which cannot be determined at this time. Several jurisdictions, including the EU and certain US states, have already proposed or enacted laws governing AI. For example, the EU has adopted the EU AI Act, a risk-based framework, subjecting certain AI technologies to numerous compliance obligations, including transparency, conformity and risk assessment, monitoring and human oversight requirements. Under the EU AI Act, non-compliant companies may be subject to administrative fines of up to 35 million Euros or 7% of a company’s total worldwide annual turnover for the preceding financial year, whichever amount is higher. As of early 2025, the EU AI Act imposed prohibitions on specific unacceptable AI practices, such as social scoring by public authorities, alongside new obligations related to AI literacy. In August 2026, the majority of the EU AI Act’s provisions, including extensive transparency requirements and obligations for most high-risk systems (e.g., in critical infrastructure, law enforcement, and education) will become fully enforceable; while all remaining obligations for high-risk AI systems will take effect in August 2027, requiring comprehensive compliance across all AI use cases. There is still limited guidance on the EU AI Act, but it could, depending on how provisions are interpreted and enforced, limit the ability to create and deploy AI systems for uses deemed high-risk in the EU or add increased compliance costs associated with developing, marketing and/or implementing AI systems. The regulatory environment surrounding the impact of the implementation of AI on our products and services may adversely affect our ability to provide our services and as a result may cause harm to our reputation and financial liability. Our results of operations may be adversely affected if we are unable to effectively manage our workforce, including utilization rates, productivity and attrition. Our profitability and operating results depend in part on our ability to maintain appropriate utilization rates and productivity levels of our Globers, which are affected by a number of factors, including our ability to forecast client demand, appropriately size, deploy and transition Globers between projects, manage attrition, invest in training and professional development, control payroll costs and win new client engagements. Our success also depends on our ability to attract, develop and retain highly-skilled IT professionals in a competitive labor market. Competition for qualified personnel, including as a result of remote and hybrid work models, has increased and may continue to increase, which could limit our ability to hire qualified technology professionals in sufficient numbers. Labor shortages and/or increased competition for talent could prevent us from completing our services in a timely manner and may result in contractual penalties, the loss of clients or the failure to renew existing contracts. In addition, in April 2025, we launched a business optimization plan (the "Business Optimization Plan") to strategically transform our operations, which is expected to generate cost savings for the Company, including by examining practices and efficiencies in methods of working, reduction in headcount and optimizing external spend. The Business Optimization Plan may increase the risk of employee attrition, particularly among key personnel, senior leadership, or employees with critical technical, industry or client-specific expertise. Workforce actions, organizational changes, or uncertainty associated with our transformation efforts may negatively affect employee morale, engagement or retention, and may make it more difficult to attract and retain highly skilled professionals in a competitive labor market. In addition, as part of such optimization efforts, we may in the future face wrongful termination, discrimination or other legal claims from employees affected by ongoing changes in our workforce. We may incur substantial costs defending against such claims, regardless of their merits, and such claims may significantly increase our severance costs. 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. If attrition increases above historical levels, or if we are unable to hire or retain qualified personnel in sufficient numbers to appropriately staff projects, our operating efficiency, utilization rates and productivity levels could decline, while personnel and training costs could increase. In addition, we may be unable to timely deliver services, renew existing engagements or win new business, any of which could have a material adverse effect on our business, results of operations and financial condition. We have been, and may in the future be, unable to achieve anticipated growth, which has had, and may in the future have, an adverse effect on our results of operations, business and prospects. In recent periods, we have been unable to achieve anticipated growth. Several factors, including macroeconomic conditions, clients’ IT spending reductions, intense competition and the evolution of products with AI capabilities, have adversely affected, and may continue to adversely affect, clients’ demand for our services. As a result, our anticipated growth has slowed and could continue to slow for an indefinite period, which could adversely affect our results of operations. 6 We intend to continue our expansion and pursue existing and potential market opportunities. However, as we restructure our Studios, introduce new services or enter new markets, we may face new market, technological and operational risks and challenges with which we are unfamiliar, and which we may not be able to successfully mitigate, limiting our ability to grow these services or markets. Our future growth also depends on our ability to recruit, hire and train technology professionals, grow our international operations, expand our delivery capabilities, add effective sales staff and management personnel, expand service offerings, maintain existing clients and win new business. Client demand, the availability of high-quality technical and operational personnel and their compensation rates, regulatory environments, the deployment of employees onsite or near client locations and other factors may place additional operational and structural demands on our business. If these demands are not managed effectively, they could have a material adverse effect on the delivery and quality of our services and on our ability to attract and retain technology professionals. Any slowdown in our growth and/or failure to effectively manage growth through the continued improvement of our infrastructure, quality standards or ability to expand our services could adversely affect our results of operations. Our business may be vulnerable to changes in political and economic conditions globally, including the effects of tariffs and other trade measures. Our overall performance depends in part on global economic conditions. Global economic and business activities continue to face widespread macroeconomic uncertainties, including market volatility, changes in international economic and trade relations, supply chain disruptions, changes in the labor market, elevated interest rates and potential increases in inflation, foreign currency exchange rate fluctuations and recession risks, which may continue for an extended period. Additionally, the instability in the political environment in many parts of the world, including in the United States, and changes and uncertainty with respect to trade policies, actual or threatened tariffs, treaties, government regulations, executive orders, directives and enforcement priorities could have an adverse effect on the global economy and/or our business. Given the volatility and uncertainty regarding the scope and duration of tariffs and other aspects of U.S. and foreign government trade policies, the ultimate impact on our operations and financial results remains uncertain. Political tensions as a result of such trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Adverse macroeconomic conditions may result in decreased or delayed spending on IT-related services by our current and prospective customers and business partners, reduced demand for or usage of our products and services, longer or delayed sales cycles, including current and prospective customers delaying contract signing or contract renewals, reduced budgets or minimum commitments related to the products that we offer, or delays in customer payments or our ability to collect accounts receivable, all of which could negatively affect our revenue and business. Additionally, our customers may be affected by changes and uncertainty in the global political environment with respect to trade and other policies. For example, uncertainty regarding the impact of tariffs on certain countries by the U.S. administration, as well as potential or actual retaliatory measures taken by trade partners, have adversely affected trade relations, put increased pressure on supply chains, and led to increased market volatility, and such effects may continue. Any resulting harm to our customers’ businesses could depress their usage levels and/or purchasing power and lead them to reduce their spending with us. Further, if customers fail to pay us as a result of adverse macroeconomic or geopolitical conditions or otherwise, we may be required to take steps to enforce the terms of our contracts and collect amounts due, which may not succeed. In an inflationary environment, we may be unable to raise the sales prices of our products and services at or above the rate at which our costs increase, which could have a material adverse effect on our financial results. Further, if the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs. In addition, higher inflation could also increase our clients’ operating costs, which could result in reduced budgets for our clients and potentially less demand for our products and services. Consistent high inflation and any related high interest rates could have a material adverse effect on our business, results of operations and financial condition. 7 If the pricing structures we use for our client contracts are based on inaccurate assumptions regarding the cost, complexity or scope of our services, our contracts could be unprofitable, which could adversely affect our results of operations, financial condition and cash flows from operations. We perform our services primarily under time-and-materials contracts. We charge clients for our services under these contracts at hourly rates, which are highly dependent on the complexity of the project, the anticipated staffing mix, internal forecasts of our operating costs, and expectations regarding future cost increases driven by wage inflation and other marketplace conditions. Typically, we do not have the ability to increase our hourly rates to offset salary and other costs increases. Because we conduct a substantial part of our operations through our operating subsidiaries located in Argentina, Colombia, México and India, our costs are subject to wage inflation and other local market conditions in these countries, which have increased significantly in recent years. We also enter into fixed-price contracts, which are based on our assumptions and forecasts regarding the resources, time and costs required to deliver the agreed-upon services or complete the related project. These assumptions and forecasts are inherently uncertain and are often based on limited data. As a result, the actual resources, time and costs required may materially differ from our expectations. Revenues from our fixed-price contracts represented 28.0%, 25.1% and 18.3% of our total revenues for the years ended December 31, 2025, 2024 and 2023, respectively. During 2025, we introduced a new subscription-based pricing model for certain of our AI-powered services, including engineering, product definition, design and testing at scale, which are delivered through our AI Pods powered by Globant Enterprise AI. These new AI Pods provide clients with access to agentic AI capabilities through monthly, token-based, metered subscriptions. We cannot provide assurance that this subscription-based pricing model will achieve market acceptance, that client demand for our AI-powered services will develop or grow as expected, that revenues generated under this model will meet our expectations, or that any revenue growth will be sustainable or indicative of continued customer demand or broad adoption of this model. In addition, we rely, to a limited extent, on third-party suppliers of goods and services, and we cannot assure that our suppliers’ pricing terms will not increase and/or that we will be able to carry-forward such pricing increases to our clients. Unexpected increases in salaries and other operating costs beyond our forecasts that we are not able to carry-forward to our clients, inaccuracies in estimated costs, resources and time required to perform time-and-materials or fixed-price engagements, any failure to meet contractual specifications, timelines or client expectations, unforeseen changes in a project’s scope, inaccuracies or uncertainties related to the pricing, demand, usage patterns or cost structure of our subscription-based pricing model, or the increase of our third-party suppliers’ pricing, could render certain contracts or subscriptions unprofitable. Any of these events could adversely affect our results of operations, financial condition and cash flows from operations. If we were to lose the services of our senior management team or other key employees, our business operations, competitive position, client relationships, revenues and results of operations may be adversely affected. Our future success heavily depends upon the continued services of our senior management team and other key employees. The loss of one or more of our senior executives or key employees, whether due to resignation, termination or otherwise, could disrupt our operations, impair the execution of our strategy and adversely affect our relationship with clients. We may not be able to replace them in a timely manner or at all, particularly considering the intense competition for experienced executives and highly skilled professionals in our industry. Our ability to attract and retain senior executives and key employees depends, in part, on the competitiveness of our total compensation arrangements, including equity-based incentive compensation. If the anticipated value of such incentives does not materialize due to volatility or declines in our share price, or if our overall compensation arrangements are not perceived as competitive, we may be unable to retain our senior executives and key employees or attract and retain new senior executives and key employees in the future, which could adversely affect our business and results of operations. In addition, if any member of our senior management team, key employees or sales personnel were to join a competitor or establish a competing business, we may lose clients, suppliers, know-how and/or key IT professionals to any such competitor, and our revenues could be adversely affected. Certain of our senior executives and employees maintain close relationships with our clients, and their departure could increase the risk of client losses. Additionally, any unauthorized disclosure or use of our technical knowledge, practices or procedures by such personnel could further harm our competitive position and result of operations. Although we have entered into non-competition, non-solicitation and nondisclosure agreements with certain of our founders, senior executives and key employees, the enforceability of such agreements may be subject to legal, jurisdictional and practical limitations, and such agreements may not provide effective protection to us. 8 If we do not continue to innovate and remain at the forefront of emerging technologies and related market trends, we may lose clients and not remain competitive, which could cause our revenues and results of operations to suffer. Technological advances and innovation are constant in the technology services industry. As a result, we must continue to invest significant resources in research and development to stay abreast of technology developments so that we may continue to deliver software products that our clients will wish to purchase. If we are unable to anticipate technology developments, enhance our existing services or develop and introduce new services to keep pace with such changes and meet changing client needs, we may lose clients and our revenues and results of operations could suffer. Our results of operations would also suffer if our innovations were not responsive to the needs of our clients, are not appropriately timed with market opportunities or are not effectively brought to market. Our competitors may be able to offer engineering, design and innovation services that are, or that are perceived to be, substantially similar or better than those we offer. This may force us to compete on other fronts in addition to the quality of our services and to expend significant resources to remain competitive, which we may be unable to do. As we expand our software products and services, we may be exposed to new operational, legal, regulatory, ethical and technological risks that require us to take effective actions to protect our business. If any of our largest clients terminates, decreases the scope of, or fails to renew its business relationship or short-term contract with us, our revenues, business and results of operations may be adversely affected. We generate a significant portion of our revenues from our ten largest clients. During the years ended December 31, 2025, 2024 and 2023, our largest customer based on revenues, The Walt Disney Company, accounted for 8.7% of our revenues in each such year. During the years ended December 31, 2025, 2024 and 2023, our ten largest clients accounted for 29.2%, 29.3% and 32.0% of our revenues, respectively. Our ability to maintain close relationships with these and other major clients is essential to the growth and profitability of our business. However, most of our client's contracts are limited to short-term, discrete projects without any commitment to a specific volume of business or future work, and the volume of work performed for a specific client is likely to vary from year to year, especially since we are generally not our clients' exclusive technology services provider. A major client in one year may not provide the same level of revenues for us in any subsequent year. The technology services we provide to our clients, and the revenues and income from those services, may decline or vary as the type and quantity of technology services we provide changes over time. In addition, our reliance on any individual client for a significant portion of our revenues may give that client a certain degree of pricing leverage against us when negotiating contracts and terms of service. The loss or diminution in business from any of our major clients could have a material adverse effect on our revenues and results of operations. We face intense competition from technology and IT services providers, and an increase in competition, our inability to compete successfully, pricing pressures or loss of market share could materially adversely affect our revenues, results of operations and financial condition. The market for technology and IT services is intensely competitive, highly fragmented and subject to rapid change and evolving industry standards and we expect competition to intensify. We believe that the principal competitive factors that we face are the ability to innovate; technical expertise and industry knowledge; end-to-end solution offerings; reputation and track record for high-quality and on-time delivery of work; effective employee recruiting; training and retention; responsiveness to clients' business needs; scale; financial stability; and price. We face competition primarily from large global consulting and outsourcing firms, digital agencies and design firms, traditional technology outsourcing providers, and the in-house product development departments of our clients and potential clients. Some of our competitors have substantially greater financial, technical and marketing resources and greater name recognition than we do, and may devote greater resources towards the development, promotion and sale of their services or pursue acquisitions or strategic relationships that enhance their competitive position. As a result, they may be able to compete more aggressively on pricing or devote greater resources to the development and promotion of technology and IT services. Companies based in some emerging markets also present significant price competition due to their competitive cost structures and tax advantages. 9 In addition, we expect to continue to face competition from new technology services providers. Further, there is a risk that our clients may elect to increase their internal resources to satisfy their services needs as opposed to relying on a third-party vendor, such as us. The technology services industry is also undergoing consolidation, which may result in increased competition in our largest target markets in North America and Europe from larger firms that may have substantially greater financial, marketing or technical resources, may be able to respond more quickly to new technologies or processes and changes in client demands, and may be able to devote greater resources to the development, promotion and sale of their services than we can. Increased competition could also result in price reductions, reduced operating margins and loss of our market share. We cannot assure you that we will be able to compete successfully with existing or new competitors or that competitive pressures will not materially adversely affect our business, results of operations and financial condition. Our business depends on a strong brand and corporate reputation, and if we are not able to maintain and enhance our brand, our ability to expand our client base will be impaired and our business and operating results will be adversely affected. Since many of our specific client engagements involve highly tailored solutions, our corporate reputation is a significant factor in our clients' and prospective clients' determination of whether to engage us. We believe the Globant brand name and our reputation are important corporate assets that help distinguish our services from those of our competitors and also contribute to our efforts to recruit and retain talented IT professionals. However, our corporate reputation is susceptible to damage by actions or statements made by current or former employees or clients, competitors, vendors, adversaries in legal proceedings and government regulators, as well as members of the investment community and the media. There is a risk that negative information about our company, even if based on false rumors or misunderstanding, could adversely affect our business. In particular, damage to our reputation could be difficult and time-consuming to repair, make potential or existing clients reluctant to select us for new engagements, resulting in a loss of business, and adversely affect our recruitment and retention efforts. Damage to our reputation could also reduce the value and effectiveness of our Globant brand name and could reduce investor confidence in us and result in a decline in the price of our common shares. Our labor costs and the operating restrictions that apply to us could increase as a result of collective bargaining negotiations and changes in labor laws and regulations, and disputes resulting in work stoppages, strikes, or disruptions could adversely affect our business. As of December 31, 2025, approximately 13.5% of our Globers are covered by Collective Bargaining Agreements (“CBAs”), including Globers from our Brazilian, French, Spanish, Portuguese and Italian subsidiaries, as well as from some of our Argentinean subsidiaries. For complete details of the covered employees see “Directors, Senior Management and Employees — Employees”. There can be no assurance that our non-unionized employees will not become unionized or become covered by existing or new CBAs, including as a result of acquisitions of businesses whose employees are subject to such agreements. In addition, existing CBAs may be amended, and we may become subject to new CBAs, that may impose more stringent or costly labor obligations, work rules or other restrictions than those currently applicable to us. We cannot assure you that we or our operating subsidiaries will not experience work disruptions, strikes or work stoppages in the future, including in connection with CBA negotiations or otherwise. In addition, we cannot assure you that we will be able to negotiate new CBAs on the same terms as those currently in effect. Any disruptions, strikes, work stoppages, changes to existing or new CBAs or to labor laws and regulations could materially adversely affect our business and results of operations. Evolving and conflicting environmental, social and governance (“ESG”) related laws and regulations, stakeholders’ expectations with respect to ESG or our voluntary ESG goals could increase our compliance costs, expose us to litigation or reputational harm, and adversely affect our business, performance and results of operations. ESG-related regulatory requirements and stakeholder expectations regarding our ESG strategy and commitments continue to evolve and diverge across jurisdictions, increasing the complexity and risks associated with ESG compliance. As investor policy and public sentiment changes, and regulations and legislation and presidential executive orders related to ESG disclosure and initiatives are adopted or suspended regionally and globally, our compliance obligations may not be aligned with investor, political, or legal support for or opposition to ESG investments, programs, and disclosure. Failure to invest in and comply with ESG initiatives and regulations could limit our access to certain markets, result in fines, or cause reputational harm. Likewise, our commitment to ESG policies and programs could similarly harm our business and reputation with investors, clients, and the public. 10 In the United States, certain states, including California, have enacted laws that impose significant climate-related disclosure and reporting requirements, including with respect to greenhouse gas emissions, climate-related financial risks and climate-related claims. In Europe, ESG regulation is also expanding and becoming more prescriptive. European Union laws and regulations, including those related to sustainability reporting, supply chain due diligence, climate transition planning and human rights, may impose extensive disclosure, governance and operational requirements on companies operating in or doing business with the EU. The differing and sometimes inconsistent approaches taken by federal, state and international authorities increase the complexity and cost of ESG compliance. ESG regulatory requirements may require significant changes to our processes, controls and data collection practices and may expose us to additional compliance costs, regulatory scrutiny, penalties or civil liability if we fail to comply or if implementation requirements change, which may adversely affect our business, results of operations and financial condition. At the same time, there has been increasing scrutiny of ESG- and, diversity, equity and inclusion (“DEI”)-related initiatives, including the enactment of, or proposals for, anti-ESG or anti-DEI legislation and policies in the United States, and heightened regulatory and public attention. Further, some advocacy groups and federal and state officials have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters and several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision. If we were sued under any of these claims, our financial condition, reputation or business could be adversely impacted. Increasingly, different stakeholder groups have divergent views on ESG matters, which increases the risk that any action or lack thereof with respect to ESG matters will be perceived negatively by at least some of them and adversely impact our reputation and business. Our actual or perceived ESG-related initiatives, policies or commitments and any failure to achieve or pursue them could result in unfavorable ESG ratings and/or negatively impact our reputation, and result in ESG-focused investors not purchasing and holding our common shares, loss of business from ESG-focused clients and potential clients, and difficulty attracting and retaining talent. This could negatively impact our revenue, profitability, share price and our access to and cost of capital, or otherwise materially harm our business. Achieving our ESG goals and commitments, responding to ESG considerations, regulations, and policies and any potential litigation or enforcement actions involves risks and uncertainties, requires management attention and investments, and depends in part on third-party performance or data that is outside our control. We cannot assure that we will achieve our announced ESG goals and commitments, and our failure or perceived failure to achieve them, to maintain practices aligned with regulations and stakeholders’ expectations, or to comply with new ESG regulations or expectations could harm our reputation, adversely impact our ability to attract and retain customers and talent, and expose us to legal and regulatory proceedings and increased scrutiny from a range of stakeholders, what could have a material adverse effect on our business, results of operations, value chain and financial condition. Our revenues are dependent on a limited number of industries, and any decrease in demand for technology services in these industries could reduce our revenues and adversely affect our results of operations. During the years ended December 31, 2025, 2024 and 2023, an aggregate of 59.3%, 58.7% and 56.9% of our total revenues were generated from clients in the banks, financial services and insurance industries, media and entertainment, and consumer, retail and manufacturing. Our business growth largely depends on continued demand for our services from clients in these industries, as well as on trends in these industries to purchase technology services or to move such services in-house. A downturn in any of these industries, or a slowdown or reversal of the trend to spend on technology services, or other developments in any of these industries could result in a decrease in the demand for our services and materially adversely affect our revenues, financial condition and results of operations. For example, consolidation in any of these industries or acquisitions, particularly involving our clients, may adversely affect our business. Our clients may experience rapid changes in their prospects, substantial price competition and pressure on their profitability. This, in turn, may result in increasing pressure on us from clients in these key industries to lower our prices, which could adversely affect our revenues, results of operations and financial condition. 11 We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects, may increase the risk that we will not continue to be successful and, accordingly, may increase the risk of your investment. The technology services industry is continuously evolving. Competition, fueled by rapidly changing consumer demands and constant technological developments, renders the technology services industry one in which success and performance metrics are difficult to predict and measure. Because services and technologies are rapidly evolving and each company within the industry can vary greatly in terms of the services it provides, its business model, and its results of operations, it can be difficult to predict how many companies' services, including ours, will be received in the market. While enterprises have been willing to devote significant resources to incorporate emerging technologies and related market trends into their business models, enterprises may not continue to spend any significant portion of their budgets on our services in the future. The increasing reliance on automation, AI, ML and other new technologies by our clients may reduce the demand for our services and adversely impact our results of operations. Neither our past financial performance nor the past financial performance of any other company in the technology services industry is indicative of how our company will fare financially in the future. Our future profits may vary substantially from those of other companies, and those we have achieved in the past, making investment in our company risky and speculative. If our clients' demand for our services declines, as a result of economic conditions, market factors or shifts in the technology industry, our business would suffer and our results of operations and financial condition would be adversely affected. If our services are inadequate and/or our software solutions are defective, our clients may have claims for substantial damages against us, which could cause us to lose clients, have a negative effect on our reputation and adversely affect our results of operations. The services we provide and the software solutions we develop are often critical to our clients’ businesses. If our services consistently fail to meet our clients’ requirements or our software solutions contain defects, our clients’ businesses could be disrupted, which could result in the loss of clients or business, a reduction in our revenues or claims for substantial damages against us, and could seriously damage our reputation and limit our ability to attract new business. We are often required to make certain representations and warranties regarding the quality and functionality of our software. Undetected software defects could result in contractual liability and litigation, which could have a material adverse effect on our business, financial condition, results of operations and reputation. In addition, certain of our clients’ contracts require us to comply with security obligations including maintaining network security and backup data, ensuring our network is virus-free, maintaining business continuity planning procedures, and verifying the integrity of employees that work with our clients by conducting background checks. Any failure in a client’s system or breach of security relating to the services we provide to the client could damage our reputation or result in a claim for substantial damages against us. Any significant failure of our equipment or systems, or any major disruption to basic infrastructure like power and telecommunications in the locations in which we operate, could impair our ability to provide services to clients, result in the loss of clients, have a negative impact on our reputation, and adversely affect our results of operations. Although certain of our client contracts limit to some extent our liability for breaches of our obligations, such limitations may be unenforceable, may not apply in all circumstances, or otherwise may not protect us from liability for damages. In addition, certain liabilities, such as claims of third parties for which we may be required to indemnify our clients, may not be limited under our contracts. If client damages are not limited or exceed our insurance coverage, or if coverage is denied by our insurance carriers for any reason, we could be exposed to significant uninsured losses, which could have a material adverse effect on our business, results of operations, financial condition and reputation. 12 Our client relationships, revenues, results of operations and financial condition may be adversely affected if we experience disruptions in our business. Disruptions in telecommunications, system failures, internet infrastructure, computer virus attacks or other operational disruptions caused by factors outside of our control, such as hostilities, political unrest, terrorist attacks, natural disasters, and public health emergencies (including pandemics) could adversely impact our ability to deliver services to our clients, which could result in client dissatisfaction, harm to our reputation, and a loss of business and related reduction of our revenues. Our business continuity and disaster recovery plans may not be effective at preventing or mitigating the effects of such disruptions, and we may not be able to consistently maintain active voice and data communications between our various global operations and with our clients due to disruptions in telecommunication networks and power supply, system failures, computer virus attacks or other operational disruptions. Any significant failure in our ability to communicate could result in a disruption in business, which could hinder our performance and our ability to complete projects on time. Such failure to perform on client contracts could have a material adverse effect on our business, results of operations and financial condition. If our computer systems or data, or our service providers’ systems or data, are subject to security incidents or breaches, or if any of our employees misuses or misappropriates data, it may disrupt our operations, and we may face reputational damage, lose clients and revenues, or incur losses. Our business is heavily dependent on the security of our IT networks and those of our clients, as well as our third-party providers. We have access to, and we collect, transmit and store data, including confidential client and client customer data, intellectual property, and personal data. Threats to network and data security are increasingly diverse and sophisticated, and despite our efforts, they have increased in number due in part to the growing breadth and complexity of IT networks and systems and large number of employees working remotely. Our internal or external IT servers and networks, or those of our third party processors, providers or clients, are vulnerable to cybersecurity risks, including viruses and worms, phishing attacks, ransomware attacks, denial-of-service attacks, physical or electronic break-ins, third party or employee theft or misuse, and similar disruptions, which could disrupt the normal operations of our engagements and impede our ability to provide critical services to our clients, thereby subjecting us to liability under our contracts and applicable data protection laws. While we take measures designed to protect the security of, and unauthorized access to, our systems and data, and the privacy of confidential information and personal data, our security controls over our systems and the systems of our processors, vendors and clients with which we operate and rely upon, as well as any other security practices we follow, may not prevent the improper access to or the unauthorized acquisition, use or disclosure of data, including confidential information, personal data, intellectual property and proprietary information. We do not control the operations or facilities of our service providers that collect, store, and process data on our behalf. If any of these service providers is subject to a security incident, we may not initially be aware of it, and we may not be able to control the investigation into the incident. In addition, we may be required to notify our clients if one of our service providers is subject to a security incident that affects our clients’ data, and it may disrupt our operations and impede our ability to provide our services. Many of our client contracts do not limit our potential liability for breaches of confidentiality. In the past, we have experienced, and in the future, we may again experience, data security incidents resulting from unauthorized access to our and our service providers’ systems and unauthorized acquisition of our data and our clients’ data including, but not limited to: inadvertent disclosure, misconfiguration of systems, phishing ransomware or malware attacks. In addition, our clients have experienced, and may in the future experience, breaches of systems and cloud-based services enabled by or provided by us. In addition, we may also be bound by contractual obligations related to data privacy and security. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client, third-party or our data, or otherwise mismanages or misappropriates that data, we could be subject to significant litigation, monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. These monetary damages might not be subject to a contractual limit of liability or an exclusion of consequential or indirect damages and could be significant. In addition, we may not be able to obtain insurance coverage for, or full insurance coverage for, all damages and losses related to security incidents, cyberattacks and other related incidents or similar risks, and any or all such damages and losses could exceed our insurance coverage or be denied by the insurance carriers for any reason, which could have a material adverse effect on our reputation and/or on our business, results of operations and financial condition. 13 Unauthorized access, disclosure of confidential client and client customer data, intellectual property or personal data or other loss of information, whether through breach of our or others' computer systems, systems failure, loss or theft of confidential information or intellectual property belonging to our clients or our clients' customers, or otherwise, could result in legal claims or proceedings, liability and damages under applicable laws, regulatory investigations or penalties, breach notification obligations, a requirement to provide monitoring services, breach of contract claims, significant fines, administrative sanctions, and could adversely affect our business, revenues, reputation, brand and competitive position and result in financial and other potential losses, as well as require us to expend significant resources to protect against further incidents and to rectify any problems caused by these events. Our business results of operations and financial condition could be adversely affected by the unauthorized use of our intellectual property or our violation of the intellectual property of others. Our success depends in part on certain methodologies, practices, tools and technical expertise we utilize in designing, developing, implementing and maintaining applications and other proprietary intellectual property (including trade secrets, patents, copyrights and trademarks); and on our ability to avoid infringing on the intellectual property of third parties. In order to protect our intellectual property rights, we rely on a combination of nondisclosure, confidentiality and other contractual arrangements as well as trade secret, patent, copyright and trademark laws. We cannot assure you that we will be successful in maintaining existing, or obtaining future, intellectual property rights or registrations or that the current or future laws of the countries in which we operate or the contractual and other protective measures we take are adequate to protect us from misappropriation or unauthorized use of our intellectual property, or that such laws will not change. We further cannot assure you that we will be able to detect unauthorized use of our intellectual property and take appropriate steps to enforce our rights, and that any such steps will be successful or that we have taken all necessary steps to enforce our intellectual property rights in every jurisdiction in which we operate and that such intellectual property laws are adequate to protect our interest. Further, our current and former Globers and independent contractors could challenge our exclusive rights to the software they have developed in the course of their employment or service. In certain countries in which we operate, the employer is deemed to own the copyright work created by its employees during the course, and within the scope, of their employment, but the employer may be required to satisfy additional legal requirements in order to make further use and dispose of such works. While we believe that we have fulfilled all requirements necessary to acquire all rights in software developed by our employees and independent contractors, these requirements are often ambiguously defined and enforced. As a result, we cannot guarantee success in defending against claims from current or former Globers or independent contractors challenging our rights over their work or seeking extra compensation for such works. We may also be subject to litigation involving claims of patent infringement or violation of other intellectual property rights of third parties. We typically indemnify clients who purchase our services and solutions against potential infringement of intellectual property rights, which subjects us to the risk of indemnification claims. In addition, we are subject to additional risks as a result of our recent and possible future acquisitions and the hiring of new employees who may misappropriate intellectual property from their former employers. Indemnification and other rights under acquisition documents may be limited in term and scope and may therefore provide little or no protection from these risks. Parties making infringement claims may be able to obtain an injunction to prevent us from delivering our services or using technology involving the allegedly infringing intellectual property. Intellectual property litigation is expensive, time-consuming, could divert management's attention away from our business and are often not subject to liability limits or exclusions. A successful infringement claim against us, could, among other things, require us to pay substantial damages, develop substitute non-infringing technology, or rebrand our name or enter into royalty or license agreements that may not be available on acceptable terms, if at all, and would require us to cease making, licensing or using products that have infringed a third party's intellectual property rights. Protracted litigation could also result in existing or potential clients deferring or limiting their purchase or use of our software product development services or solutions until resolution of such litigation, or could require us to indemnify our clients against infringement claims in certain instances. In addition, any intellectual property claim or litigation, whether we ultimately win or lose, could damage our reputation and materially adversely affect our business, financial condition and results of operations. 14 Our cash flows and results of operations may be adversely affected if we are unable to collect on billed and unbilled receivables from clients. Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We maintain provisions against receivables. Actual losses on client balances could differ from those that we anticipate and, as a result, we may need to adjust our provisions. We cannot assure you that we will accurately assess the creditworthiness of our clients. Macroeconomic conditions, such as a potential credit crisis in the global financial system, could also result in financial difficulties for our clients, including limited access to the credit markets, insolvency or bankruptcy. Such conditions could cause clients to delay payment, request modifications of their payment terms, or default on their payment obligations to us, all of which could increase our receivables balance. Timely collection of fees for client services also depends on our ability to complete our contractual commitments and subsequently bill for and collect our contractual service fees. If we are unable to meet our contractual obligations, we might experience delays in the collection of or be unable to collect our client balances, which could adversely affect our results of operations and cash flows. In addition, if we experience an increase in the time required to bill and collect for our services, our cash flows could be adversely affected, which could affect our ability to make necessary investments and, therefore, our results of operations. Strategic acquisitions to complement and expand our business have been and will likely remain an important part of our competitive strategy. If we fail to acquire companies whose prospects, when combined with our company, would increase our value, or if we acquire and fail to efficiently integrate such other companies, then our business, results of operations, and financial condition may be adversely affected. We have expanded, and may continue to expand, our operations through strategically targeted acquisitions focused on deepening our relationships with key clients, extending our technological capacities including services over platforms, broadening our service offering and expanding the geographic footprint of our delivery centers. We completed a number of acquisitions in 2023, 2024 and 2025. Financing of any future acquisitions could require the incurrence of indebtedness, the issuance of equity or a combination of both. In addition, if we finance acquisitions by issuing shares or convertible debt, our existing shareholders may be diluted, which could affect the market price of our shares. There can be no assurance that we will be able to identify, acquire or profitably manage additional businesses or successfully integrate any acquired businesses without substantial expense, delays or other operational or financial risks and problems. Furthermore, acquisitions may involve a number of special risks, including diversion of management's attention, failure to retain key acquired personnel, unanticipated events or legal liabilities, amortization of acquired intangible assets and difficulties entering into new markets. Acquisitions may also result in significant costs and expenses, including retention payments, equity compensation, assumed and/or acquired litigation and other unforeseen claims and liabilities. In addition, any client satisfaction or performance problems within an acquired business could have a material adverse impact on our company's corporate reputation and brand. We cannot assure you that any acquired businesses would achieve anticipated revenues and earnings. Any failure to manage our acquisition strategy successfully could have a material adverse effect on our business, results of operations and financial condition. We have a significant amount of goodwill and intangible assets on our balance sheet, which could give rise to impairment charges in the future. The amount of goodwill and intangible assets in our consolidated financial statements has increased significantly in recent years. Goodwill is assessed for impairment at least annually, or more frequently if conditions indicate that an impairment may have occurred. Acquired intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Our impairment assessments are based on estimates and assumptions regarding future operating results and cash flows, which are inherently uncertain and unpredictable and may differ from actual results. While we have concluded, for each year presented in the consolidated financial statements included in this report, that our goodwill and intangible assets are not impaired, changes in economic or operating conditions impacting our estimates and assumptions could result in the impairment of our goodwill and intangible assets in future periods. We cannot assure you that any future impairment of goodwill and other intangible assets will not have a material adverse effect on our business, financial condition or results of operations. See “Part I – Item 5.E Operating and Financial Review and Prospects – Critical Accounting Estimates” and “Part III – Item 18. Financial Statements of this Annual Report on Form 20-F” for more information. 15 Our indebtedness may affect our ability to operate our business and secure additional financing in the future. On June 18, 2025, Globant LLC, one of our U.S. subsidiaries, entered into Amendment No. 1 to 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 (the “Fourth A&R Credit Agreement Amendment”). Globant LLC’s obligations under the Fourth A&R Credit Agreement Amendment are guaranteed by the Company and its subsidiaries Globant España S.A. and Globant IT Services Corp., and are secured by substantially all of Globant LLC’s assets. The Fourth A&R Credit Agreement Amendment also contains certain customary negative and affirmative covenants, which compliance may limit our flexibility in operating our business and our ability to take actions that might be advantageous to us and our shareholders. For more information, see "Additional Information - Material Contracts." We may also incur additional indebtedness under other credit facilities or debt securities in the future. The governing instruments of such indebtedness could contain additional restrictive covenants that may further restrict our operations and capacity of incurring additional indebtedness. Our ability to meet these covenants may be affected by events beyond our control, which could result in a default, and the exercise of remedies, including acceleration, which could materially adversely affect our financial condition. We may need additional capital and we may not be able to obtain it. We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain another credit facility or expand the existing one. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to additional operating and financing covenants that would restrict our operations. Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: •investors' perception of, and demand for, securities of technology services companies; •conditions of the capital markets of the United States or other markets in which we may seek to raise funds; •our future results of operations and financial condition; •government regulation of foreign investment; •global economic, political and other conditions in jurisdictions in which we do business; and •favorability of our credit-rating. Financing or raising of capital may not be available in amounts or on terms acceptable to us, or at all. This could limit our ability to grow our business and develop or enhance our service offerings required to respond to market demand or competitive challenges. Our ability to expand our business and procure new contracts or enter into beneficial business arrangements could be affected to the extent we enter into agreements with clients containing non-competition clauses. Some of our services agreements restrict our ability to perform similar services for certain of our clients' competitors under specific circumstances. We may in the future enter into additional agreements with clients that restrict our ability to accept assignments from, or render similar services to, those clients' competitors or customers, or restrict our ability to compete with our clients. These restrictions may hamper our ability to compete for and provide services to other clients in a specific industry in which we have expertise and could materially adversely affect our business, financial condition and results of operations. 16 Risks Related to our Global Operations. Our results of operations could be adversely affected by economic and geopolitical conditions, in particular, the markets in which we operate. We have offices and operations in more than 31 countries around the world. If we are unable to manage the risks of our global operations and strategy, our results of operations and ability to grow could be materially adversely affected. The global economy has experienced and may continue to experience extreme volatility and disruptions caused by, among others, health pandemics, terrorist acts, political, social and civil unrest, wars and natural disasters. In connection with some of these disruptions, including the war between Russia and Ukraine as well as the conflict in the Middle East, the U.S. and other countries have imposed and may further impose significant sanctions to certain countries and certain individuals and entities from those countries, and, in addition, some of our customers and suppliers may restrict their business with entities in those countries, all of which could adversely affect us and our business, which in turn could have a material adverse effect on our financial condition and results of operations. The technology services industry is particularly sensitive to the broader economic environment and tends to decline during general economic downturns. If the economy of the countries in which we operate weakens or slows, inflation, or a negative or uncertain political climate develops or persists, demand for our services may be depressed significantly, which may negatively affect our revenues and profitability. We have business in countries generally considered to be emerging markets, which are subject to rapid change and greater legal, economic and political risks than more established markets. Current and future changes in governments of those countries, could lead to political instability and disrupt or reverse political, economic and regulatory reforms, which could materially adversely affect our business and operations in those countries. Our four largest delivery centers are based in Colombia, Argentina, India and Mexico. Latin American countries are highly sensitive to fluctuations in the global economy, adverse global market conditions and declines in commodity prices. Historically, they have experienced uneven periods of economic growth, as well as recession, periods of high inflation and economic instability, government deadlock and political instability. Decline in economic growth, reduction of demand for our services, economic sanctions and certain countries' response to those sanctions, restrictions or conditions by customers on the contracting of our services and other adverse effects derived from global economic and political volatility and uncertainty could affect us or our business partners and clients, what in turn could have a material adverse effect on our business, financial condition and results of operations. The governments of many countries in which we operate have exercised and may continue to exercise significant influence over those countries' economies, which could adversely affect our business, financial condition, results of operations and prospects. Many commercial laws and regulations in Europe and Latin America are relatively new and have been subject to limited interpretation; and, therefore, their application can be unpredictable. In addition, in certain countries in which we operate, the governmental authorities have a high degree of discretion in the interpretation and application of the regulations. Historically, governments in Latin America have frequently intervened in the economies of their respective countries and have occasionally made significant changes in policy and regulations. Our business, financial condition, results of operations and prospects may be adversely affected by: •changes in government policies or regulations, including such factors as exchange rates and exchange control policies; •inflation and interest rates; •prices, tariff and inflation control policies; •liquidity of domestic capital and lending markets; •energy rationing; •tax policies, royalty and tax increases and retroactive tax claims; and •other political, diplomatic, social and economic developments. Government influence and intervention could materially adversely affect our business, financial condition and results of operations. 17 Inflation in the countries in which we operate could adversely affect our business and results of operations. Some of the countries in which we operate have experienced, are currently experiencing or may experience, high rates of inflation. Periods of higher inflation may slow economic growth and significantly impact our results of operations. Inflation is also likely to increase some of our costs and expenses, which we may not be able to fully pass on to our clients, which could adversely affect our operating margins and operating income. In addition, higher inflation could also increase our customers’ operating costs, which could result in reduced budgets for our customers and potentially less demand for our products and services. As a result of rising inflation, wage costs in the technology services industry in certain countries may increase at a faster rate than in the past and wage inflation for the IT industry may be higher than the overall wage inflation within these countries. We may need to increase the levels of employee compensation more rapidly than in the past to remain competitive, and we may not be able to pass on these increased costs to our clients. Inflation has risen worldwide and the United States has recently experienced historically high levels of inflation. In addition, Latin American countries have historically experienced uneven periods of economic growth, recessions, periods of high inflation and economic instability. Unless we are able to continue reducing our costs and increasing the efficiency and productivity of our employees as well as the prices we can charge for our services, inflation may materially adversely affect our financial condition and results of operations. Our business, results of operations and financial condition may be adversely affected by fluctuations in currency exchange rates. Our functional and reporting currency is the U.S. dollar. However, we conduct a substantial portion of our operations outside the United States and, as such, a significant portion of our costs are incurred in local currencies. Our business, results of operations and financial condition may be adversely impacted by significant fluctuations in foreign currency exchange rates. In particular, Latin American countries have historically experienced and continue to experience high levels of exchange rate volatility and significant devaluations against the U.S. dollar, and imposed exchange controls and other measures seeking to control such volatility, which could have a material adverse effect on our business, results of operations and financial condition. The appreciation of certain currencies, particularly in our main delivery centers in Colombia, Argentina, India and Mexico, against the U.S. dollar could increase the costs of delivering our services off-shore, reducing our profitability from services provided from those countries; while the depreciation of certain currencies against the U.S. dollar could adversely affect our results of operations. In addition, fluctuations in exchange rates relative to the U.S. dollar could impair the comparability of our results from period to period. We periodically evaluate the need for hedging strategies, including the use of such instruments to mitigate the effect of foreign exchange rate fluctuations. Some of our operating subsidiaries have entered into hedging contracts, and may continue to do so, for the purpose of hedging the risk of exposure to fluctuations of different currencies in certain countries against the U.S. dollar. If we do not hedge such exposure or we do not do so effectively, an appreciation of those local currencies against the U.S. dollar may raise our costs, which could adversely impact our business, results of operations and financial condition. Changes in the tax laws, or in their interpretation or enforcement, or the loss of any country-specific tax benefits could have a material adverse effect on our financial condition and results of operations. We conduct business globally and file income tax returns in multiple jurisdictions. Our consolidated effective income tax rate and other tax liabilities worldwide could be materially adversely affected by several factors, including changes in the amount of income taxed by or allocated to the various jurisdictions in which we operate that have differing statutory tax rates; changes in the tax laws, regulations, interpretations and enforcement; and the resolution of issues arising from tax audits or examinations and any related interest or penalties. We report our results of operations based on our determination of the amount of taxes owed in the various jurisdictions in which we operate. We have transfer pricing arrangements among our subsidiaries in relation to various aspects of our business, including operations, marketing, sales and delivery functions. Transfer pricing regulations require that any international transaction involving associated enterprises be on arm’s-length terms. We consider the transactions among our subsidiaries to be on arm’s-length terms. The determination of our consolidated provision for income taxes and other tax liabilities requires estimation, judgment and calculations where the ultimate tax determination may not be certain. Our determination of tax liability is always subject to review or examination by authorities in various jurisdictions. 18 Currently, we enjoy tax benefits from promotion regimes and certain tax incentives in Uruguay, India, and Argentina, among other countries, and we may benefit from additional promotional regimes and tax benefits in the future. For detailed explanations and further discussion, see "Business Overview — Government Support and Incentives". If these tax incentives are changed, terminated, not extended or restricted, or comparable new tax incentives are not introduced, we expect that our effective income tax rate and/or our operating expenses would increase significantly, which could materially adversely affect our financial condition and results of operation. In addition, other circumstances may impact the tax benefits that we receive. For example, since 2024, due to the limited allocation of funds in the Argentina’s Annual National Budget to finance the benefits granted under the Knowledge Economy Law No. 27,506 (the "Knowledge Economy Law"), the benefits received by our Argentine subsidiaries under such law have been reduced in real terms. Tax laws, including tax rates, in the jurisdictions in which we operate may change as a result of macroeconomic or other factors outside of our control. For example, on January 1, 2024 we became subject to the new OECD Pillar Two model rules ("Pillar Two") on global minimum tax, which includes a global minimum tax rate of 15% for groups with a global turnover in excess of EUR 750 million, subject to certain exclusions. Despite a reduction in our effective tax rate to 19.7% in 2024, our effective tax rate increased to 25.3% in 2025 and may increase in the current and future years. See "Regulatory Overview - Taxation - Global Minimum Tax" and "Operating Results - Certain Income Statement Line Items - Income Tax Expense". In September 2024, the Brazilian Parliament enacted the Lei da Reoneração Gradual da Folha (Gradual Payroll Tax Reimposition Law). Under this law, the Contribuição Previdenciária sobre a Receita Bruta (Social Security Contribution on Gross Revenue) tax rate will be gradually reduced by 20% in 2025, 40% in 2026, 60% in 2027, and fully eliminated by 2028. Simultaneously, the Folha Alíquota (Payroll Tax Rate) will gradually increase to 5% in 2025, 10% in 2026, 15% in 2027, and 20% from 2028 onward. In addition, Brazil is undergoing a significant structural overhaul of its consumption tax system pursuant to Constitutional Amendment No 132/2023, transitioning from a fragmented indirect tax model to a dual Value-Added Tax (VAT) framework composed of the federal Contribution on Goods and Services (CBS) and the state and municipal Tax on Goods and Services (IBS). The reform provides for a phased implementation period from 2026 through 2033 and is intended to simplify compliance and eliminate tax cascading. However, the implementation of the reform still remains subject to supplementary legislation that has to establish, among other matters, final tax rates and input credit recovery mechanisms. As a result, we are currently unable to determine the ultimate impact of this reform on our Brazilian subsidiaries. On December 22, 2025, pursuant to Legislative Decree No. 1390 of 2025, the national government of Colombia declared a State of Economic, Social and Ecological Emergency for a period of 30 days. As a result of this declaration, the President of Colombia has been granted temporary exceptional powers to issue legislative decrees strictly intended to address the crisis, including authority to adopt economic, budgetary, fiscal and tax-related measures without the ordinary legislative process. The scope, duration and ultimate impact of such measures remain uncertain. In this context, Legislative Decree No. 1474 of 2025 introduced a number of tax measures, including: (i) changes to value-added tax (VAT) and excise duties; (ii) an increase in the income tax surcharge applicable to financial institutions to 15%; (iii) amendments to the wealth tax regime; and (iv) relief measures, including reductions in penalties and default interest, intended to facilitate compliance with outstanding tax, customs and foreign-exchange obligations. In addition, the decree introduced a tax normalization mechanism allowing taxpayers who previously omitted assets or reported non-existent liabilities to regularize their tax position. On January 29, 2026, the Constitutional Court of Colombia ordered the provisional suspension of the Decree No. 1390 declaring the state of emergency and, therefore, implementation of the foregoing measures remain subject to constitutional review. In addition, on December 26, 2025, the Argentine Congress approved Law No. 27,799 which introduced broad amendments to the Federal Tax Procedure Law, the Civil and Commercial Code and other tax rules in Argentina. Among other changes, the law significantly increased penalties for formal tax infringements, modified the statute of limitations for federal taxes by allowing a reduction from five to three years when certain conditions are met and introduced new mechanisms for avoiding or extinguishing criminal tax actions, including additional cases in which the tax authorities will abstain from filing criminal complaints. These and other changes in the tax laws could increase our tax burden and materially adversely affect our financial condition and results of operations. Our business, results of operations and financial condition may be adversely affected by the various conflicting and/or onerous legal and regulatory obligations required in the countries where we operate. We have a presence in many countries and plan to continue expanding our international operations, which may subject us to increased business and economic risks that could affect our financial results. 19 Compliance with complex international laws and regulations that apply to our international operations increases our cost of doing business. These numerous, and sometimes conflicting laws and regulations include, among others, import/export controls, content requirements, trade restrictions, tariffs, taxation, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act ("UKBA"), anti-money laundering, whistle blowing, regulations to prevent modern slavery in supply chains, internal control and disclosure rules, such as the SEC Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies. Since we provide services to clients throughout the world, and we collect, store, process, use and transfer personal data and other sensitive information, we are subject to laws and regulations related to data security and privacy, as well as other numerous, and sometimes conflicting, legal requirements, including but not limited to the European Union’s General Data Protection Regulation (“GDPR”), the United Kingdom’s GDPR and the Privacy and Electronic Communications Directive 2002/58/EC, the California Consumer Privacy Act (as succeeded by the California Privacy Rights Act), and various other laws governing the protection of privacy, health or other personally identifiable information and data privacy and cybersecurity laws. These laws and regulations continue to evolve, are increasing in complexity and number and increasingly conflict among the various countries in which we operate, which has resulted in greater compliance risk and cost for us. Various privacy laws impose compliance obligations regarding the handling of personal data, including the cross-border transfer of data, and significant financial penalties for noncompliance. For example, failure to comply with the GDPR may lead to regulatory enforcement actions, which can result in monetary penalties of up to the greater of 20 million Euros (or 17.5 million Pounds) or 4% of our worldwide revenue, orders to discontinue certain data processing operations, civil lawsuits, or reputational damage. Also, we may be unable to transfer personal data between different countries due to data localization laws, regulations, requirements and limitations on cross-border data flows. In the United States, federal, state, and local governments have enacted numerous privacy and data security laws, including consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), data breach notification laws, and personal data privacy laws. For example, state data breach notification laws may come into play in the event of a data breach, thus requiring notice to any affected individuals. We are also subject to risks relating to compliance with a variety of national and local labor laws including, employee health safety, wages and benefits laws and independent contractor regulations. We may, from time to time, be subject to litigation or administrative actions resulting from claims against us by current or former Globers, individually or as part of class actions, including claims of wrongful termination, discrimination, misclassification or other alleged violations of labor law or other conduct. We may also, from time to time, be subject to litigation resulting from claims against us by third parties, including claims of breach of non-compete and confidentiality provisions of our employees' former employment agreements with such third parties. In addition, legislation that restricts the performance of outsourcing services could also materially adversely affect our business, financial condition and results of operations. For example, measures aimed at limiting or restricting outsourcing by U.S. companies have been put forward for consideration by the U.S. Congress and in state legislatures to address concerns over the perceived association between offshore outsourcing and the loss of jobs domestically; and Mexico prohibited outsourcing and regulated subcontracting. Compliance efforts can be expensive and burdensome, and we could be subject to regulatory investigations and orders, significant fines and penalties, mitigation and breach notification expenses, private litigation and contractual damages, corrective action plans and related regulatory oversight and reputational harm. Our real or perceived failure to comply with these regulations in the conduct of our business could result in fines, penalties (including revocation of licenses or registrations), criminal sanctions against us or our officers, disgorgement of profits, prohibitions on doing business and adverse impact on our brand and reputation. In addition, our failure to comply with these regulations in the context of our obligations to our clients could also result in liability for monetary damages, unfavorable publicity and allegations by our clients that we have not performed our contractual obligations. Due to the varying degree of development of the legal systems of the countries in which we operate, local laws might be insufficient to defend us and preserve our rights. Our failure to comply with applicable regulatory requirements could have a material adverse effect on our business, results of operations and financial condition. 20 If we are faced with immigration or work permit restrictions in any country where we currently have personnel onsite at a client location or would like to expand our delivery footprint, then our business, results of operations and financial condition may be adversely affected. A key part of our strategy is to expand our delivery footprint, including through an increase in the number of employees that we deploy onsite and near client locations. Therefore, we must comply with the immigration, work permit and visa laws and regulations of the countries in which we operate or plan to operate. Our future inability to comply with any of these laws or regulations or to obtain or renew sufficient work permits and/or visas due to the impact of these regulations, including any changes to immigration, work permit and visa regulations in jurisdictions such as the United States and European countries, could have a material adverse effect on our business, results of operations and financial condition. Risks Related to the Company and the Ownership of Our Common Shares The price of our common shares may be highly volatile. The market price of our common shares may be volatile, has experienced, and in the future may experience, sudden declines and may be influenced by many factors, some of which are beyond our control, including: •the failure of financial analysts to cover our common shares or changes in financial estimates by analysts; •actual or anticipated variations in our operating results, financial performance or growth prospects; •changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our common shares or the shares of our competitors; •changes in market conditions and macroeconomic developments; •changes in industry-wide developments; •announcements by us or our competitors of significant contracts or acquisitions; •future sales of our common shares; •any repurchases by us of our outstanding common shares under our share repurchase program; •trading volume of our shares; and •investor perceptions of us and the industries in which we operate. In addition, the U.S. capital markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance or results of operations of those companies. These broad market fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, as well as volatility in international capital markets, may cause the market price of our common shares to decline. Downgrades to the U.S. government's sovereign credit rating by any rating agency, as well as negative changes to the perceived creditworthiness of U.S. government-related obligations, could also have a material adverse impact on financial markets and economic conditions in the United States and worldwide. In the past, following periods of volatility in the market price of certain companies' securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations. We may be classified by the Internal Revenue Service as a "passive foreign investment company" (a "PFIC"), which may result in adverse tax consequences for U.S. investors. We believe that we will not be a PFIC for U.S. federal income tax purposes for our current taxable year and do not expect to become one in the foreseeable future. However, because PFIC status depends upon the composition of our income and assets and the market value of our assets (including, among others, less than 25% owned equity investments) from time to time, there can be no assurance that we will not be considered a PFIC for any taxable year. Because we have valued goodwill based on the market value of our equity for purposes of taxation, a decrease in the price of our common shares may also result in us becoming a PFIC. The composition of our income and our assets will also be affected by how, and how quickly, we utilize the cash. Under circumstances where the cash is not deployed for active purposes, our risk of becoming a PFIC may increase. If we were treated as a PFIC for any taxable year during which a U.S. investor held common shares, certain adverse tax consequences could apply to such U.S. investor. See "Additional Information — Taxation — U.S. Federal Income Tax Considerations — Passive foreign investment company rules." 21 Our business and results of operations may be adversely affected by the increased strain on our resources from complying with the reporting, disclosure, and other requirements applicable to public companies in the United States. Compliance with existing, new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance. Changing laws, regulations and standards include those relating to accounting, corporate governance and public disclosure; these include but are not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, new SEC regulations and New York Stock Exchange ("NYSE") listing guidelines that result out of the NYSE listing. These laws, regulations and guidelines may lack specificity and are subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. In particular, our efforts to comply with certain sections of Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404") and the related regulations regarding required assessment of internal controls over financial reporting and our independent registered public accounting firm audit of that assessment requires the commitment of significant financial and managerial resources. Testing and maintaining internal controls can divert our management's attention from other matters that are important to the operation of our business. We also expect the regulations to increase our legal and financial compliance costs, make it more difficult to attract and retain qualified officers and members of our board of directors, particularly to serve on our audit committee, and make some activities more difficult, time consuming and costly. As a “foreign private issuer” under the U.S. securities laws, we are not required to comply with all of the periodic disclosure and current reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to U.S. domestic issuers. We may no longer be a foreign private issuer in the future, which would require us to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. Currently, in order to maintain our current status as a foreign private issuer, either (a) a majority of our common shares must be either directly or indirectly owned of record by non-residents of the United States or (b)(1) a majority of our executive officers or directors cannot be U.S. citizens or residents, (b)(2) more than 50 percent of our assets must be located outside the United States and (b)(3) our business must be administered principally outside the United States. On June 4, 2025, the SEC published a Concept Release on Foreign Private Issuer Eligibility, or the “Concept Release”, inviting public comment on potential amendments to the definition of “foreign private issuer.” The Concept Release highlights six possible approaches to amending the foreign private issuer definition, including updating the existing eligibility requirements, adding a foreign trading volume requirement, adding a major foreign exchange listing requirement, requiring that each foreign private issuer be incorporated in a jurisdiction that the SEC determines to have a robust regulatory and oversight framework, developing robust mutual recognition systems and adding an international cooperation arrangement requirement. To the extent the SEC adopts rules amending the definition of “foreign private issuer,” we may no longer qualify as a foreign private issuer. If we lose our status as a foreign private issuer, or are required to list our shares on a foreign exchange to maintain our status as a foreign private issuer, it would increase our legal and financial compliance costs and make some activities highly time-consuming and costly. If we lost our status as a foreign private issuer, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers and will require that we prepare our financial statements in accordance with U.S. GAAP. We may also be required to make changes in our corporate governance practices in accordance with various SEC and NYSE rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer will be significantly higher than the cost we would incur as a foreign private issuer. If we have to list shares on a foreign exchange, it could result in higher and duplicative costs of complying with two listing regimes, operational complexity and increased regulatory exposure. Existing, new and changing corporate governance and public disclosure requirements could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards. Our efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In addition, new laws, regulations and standards regarding corporate governance may make it more difficult for our company to obtain director and officer liability insurance. Further, our board members and senior management could face an increased risk of personal liability in connection with their performance of duties. As a result, we may face difficulties attracting and retaining qualified board members and senior management, which could harm our business. If we fail to comply with new or changed laws or regulations and standards differ, our business and reputation may be harmed. 22 Failure to establish and maintain effective internal controls in accordance with Section 404 could have a material adverse effect on our business and common share price. As a public company, we are required to document and test our internal control over financial reporting pursuant to Section 404, which requires management assessments and certifications of the effectiveness of our internal control over financial reporting. We have concluded that our internal control over financial reporting is effective as of December 31, 2025 (see "Item 15. Controls and Procedures" for additional information). However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. We may identify material weaknesses in the future and, accordingly, we may not be able to conclude that our internal control over financial reporting is effective in future periods as required by Section 404. If we conclude that our internal control over financial reporting is not effective, we cannot be certain as to the timing, cost or management attention that would be required with respect to remediation actions and testing or their effect on our operations. In addition, our independent registered public accounting firm may be unable to provide us with an unqualified report as required by Section 404, or we may be required to restate our financial statements for errors resulting from material weaknesses in our internal controls over financial reporting, and we may fail to meet our public reporting obligations and investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our common shares. Our exemption as a "foreign private issuer" from certain rules under the U.S. securities laws may result in less information about us being available to investors than for U.S. companies, which may result in our common shares being less attractive to investors. As a "foreign private issuer" in the United States, we are exempt from certain rules under the U.S. securities laws and are permitted to file less information with the SEC than U.S. companies. For example, we are exempt from certain rules under the Exchange Act, that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the "short-swing" profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares; however, pursuant to the Holding Foreign Insiders Accountable Act enacted on December 18, 2025, our directors and officers will, effective March 18, 2026, become subject to the public reporting requirements of Section 16(a) of the Exchange Act with respect to their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies that are not foreign private issuers whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. As a result, our shareholders may not have access to information they may deem important, which may result in our common shares being less attractive to investors. We cannot guarantee that the repurchase of our common shares pursuant to our announced share repurchase program will enhance long-term shareholder value. In September 2025, our board of directors approved a new share repurchase program authorizing the allocation of up to $50 million per quarter, subject to a maximum aggregate of $125 million, for the repurchase of our common shares beginning in the fourth quarter of 2025 through the fourth quarter of 2026 (the "Repurchase Program"). The timing and price of repurchases as well as the actual number of shares repurchased under the share repurchase program will be at our discretion and will depend on a variety of factors, including business and market conditions, the share price, regulatory requirements and limitations, corporate liquidity requirements and priorities, legal requirements and restrictions in the agreements governing our indebtedness, alternative investment opportunities, acquisition opportunities and other factors. In addition, our ability to repurchase may be limited by law, action by creditors, regulatory authority or agreements with third parties. As of the date of this annual report, we have repurchased an aggregate of 1,558,560 of our common shares for a total purchase price of $99,966,003.35 under the Repurchase Program. Repurchases of our common shares pursuant to our Repurchase Program could affect the market price of our common shares or increase its volatility, and could potentially reduce the market liquidity for our common shares. Additionally, our Repurchase Program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. There is no assurance that our Repurchase Program will enhance long-term shareholder value, and short-term share price fluctuations could reduce the Repurchase Program’s effectiveness. 23 We do not plan to declare dividends, and our ability to do so will be affected by restrictions under Luxembourg law. We have not declared dividends in the past and do not anticipate paying any dividends on our common shares in the foreseeable future. In addition, both our articles of association and the Luxembourg law of August 10, 1915 on commercial companies, as amended (loi du 10 août 1915 sur les sociétés commerciales telle que modifiée) (the "Luxembourg Companies Law"), require a general meeting of shareholders to approve any dividend distribution except as set forth below. Our ability to declare dividends under Luxembourg law is subject to the availability of distributable earnings or available reserves, including share premium. Moreover, if we declare dividends in the future, we may not be able to pay them more frequently than annually. As permitted by Luxembourg Companies Law and subject to the provisions thereof, our articles of association authorize the declaration of dividends more frequently than annually by our board of directors in the form of interim dividends so long as the amount of such interim dividends does not exceed total net income made since the end of the last financial year for which the standalone annual accounts have been approved, plus any net income carried forward and sums drawn from reserves available for this purpose, less the aggregate of the prior year's accumulated losses, the amounts to be set aside for the reserves required by law or by our articles of association for the prior year, and the estimated tax due on such earnings. We depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments, which they may not be able to do. Our subsidiaries conduct all of our operations. We have no relevant assets other than the equity interests in our subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by covenants in our or their financing agreements or by the law of their respective jurisdictions of incorporation. If we are unable to obtain funds from our subsidiaries, we will be unable to distribute dividends. We do not intend to seek to obtain funds from other sources to pay dividends. Our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation, which could adversely impact trading in our common shares and our ability to conduct equity financings. Our corporate affairs are governed by our articles of association and the laws of Luxembourg, including the laws governing joint stock companies. The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. There may be less publicly available information about us than is regularly published by or about U.S. issuers. In addition, Luxembourg law governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg law and regulations in respect of corporate governance matters might not be as protective of minority shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. Neither our articles of association nor Luxembourg law provides for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws. As a result of these differences, our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer. Holders of our common shares may not be able to exercise their pre-emptive subscription rights and may suffer dilution of their shareholding in the event of future common share issuances. Under Luxembourg Companies Law, our shareholders benefit from a pre-emptive subscription right on the issuance of common shares for cash consideration. However, in accordance with Luxembourg law, our articles of association authorize our board of directors to suppress, waive or limit any pre-emptive subscription rights of shareholders provided by Luxembourg law to the extent our board deems such suppression, waiver or limitation advisable for any issuance or issuances of common shares within the scope of our authorized share capital. Such common shares may be issued above, at or below market value as well as by way of incorporation of available reserves (including a premium). This authorization is valid from the date of the extraordinary general meeting of shareholders, which was held on May 10, 2024, and ends on May 10, 2029, the fifth anniversary of the date of such meeting. In addition, a shareholder may not be able to exercise the shareholder's pre-emptive right on a timely basis or at all, unless the shareholder complies with Luxembourg Companies Law and applicable laws in the jurisdiction in which the shareholder is resident, particularly in the United States. As a result, the shareholding of such shareholders may be materially diluted in the event common shares are issued in the future. Moreover, in the case of an increase in capital by a contribution in kind, no pre-emptive rights of the existing shareholders exist. 24 We are organized under the laws of the Grand Duchy of Luxembourg and it may be difficult for you to obtain or enforce judgments or bring original actions against us or our executive officers and directors in the United States. We are organized under the laws of the Grand Duchy of Luxembourg. The majority of our assets are located outside the United States. Furthermore, the majority of our directors and officers and some experts named in this annual report reside outside the United States and a substantial portion of their assets are located outside the United States. Investors may not be able to effect service of process within the United States upon us or these persons or to enforce judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Furthermore, Luxembourg law does not recognize a shareholder's right to bring a derivative action on behalf of the company except in limited cases. As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid judgment in civil or commercial matters obtained from a court of competent jurisdiction in the United States may be entered and enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures (exequatur). The enforceability in Luxembourg courts of judgments rendered by U.S. courts will be subject prior any enforcement in Luxembourg to the procedure and the conditions set forth in the Luxembourg procedural code, which conditions may include the following as of the date of this annual report (which may change): •the judgment of the U.S. court is final and enforceable (exécutoire) in the United States; •the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance both with Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules); •the U.S. court has applied to the dispute the substantive law that would have been applied by Luxembourg courts; •the judgment was granted following proceedings where the counterparty had the opportunity to appear and, if it appeared, to present a defense, and the decision of the foreign court must not have been obtained by fraud, but in compliance with the rights of the defendant; •the U.S. court has acted in accordance with its own procedural laws; •the judgment of the U.S. court does not contravene Luxembourg international public policy; and •the U.S. court proceedings were not of a criminal or tax nature. Under our articles of association and also pursuant to separate indemnification agreements, we indemnify our directors for and hold them harmless against all claims, actions, suits or proceedings brought against them, subject to limited exceptions. The rights and obligations among or between us and any of our current or former directors and officers are generally governed by the laws of the Grand Duchy of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce this indemnification provision in an action brought in the United States under U.S. federal or state securities laws, this provision could make it more difficult to obtain judgments outside Luxembourg or from non-Luxembourg jurisdictions that would apply Luxembourg law against our assets in Luxembourg. Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency laws. As a company organized under the laws of the Grand Duchy of Luxembourg and with its registered office in Luxembourg, we are subject to Luxembourg insolvency laws in the event any insolvency proceedings are initiated against us including, among other things, Regulation (EU) No. 2015/848 of the European Parliament and the Council of May 20, 2015 on insolvency proceedings (recast). Should courts in another European country determine that the insolvency laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws. 25