TTEC Holdings, Inc.

**(1)**OVERVIEW AND BASIS OF PRESENTATION

Summary of Business

Founded in 1982, TTEC Holdings, Inc. (“TTEC”, “the Company”; pronounced “T-TEC”) is a global customer experience (“CX”) technology and services outsourcing partner for marquee and disruptive brands and public sector clients. The Company designs, builds, and operates AI-enabled customer experiences across live interaction channels and provides data-driven, AI-enabled digital solutions to help clients improve customer satisfaction and loyalty, increase customer revenue and profitability, and optimize overall cost to serve. As of September 30, 2026, TTEC served approximately 700 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.

The Company operates and reports its financial results of operations throughtwo business segments:

TTEC pursues its CX market leadership through strategic collaboration across TTEC Digital and TTEC Engage. Together, TTEC’s ability to deliver comprehensive and transformational customer experience solutions to its clients is a marketplace differentiation, including integrated AI-enabled, CX technology and service solutions, go-to-market strategies, and innovative offerings.

During the third quarter of 2026, the TTEC global operating platform delivered onshore, nearshore, and offshore services in 22 countries on six continents – the United States, Australia, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, India, Ireland, Malaysia, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Spain, Thailand, and the United Kingdom, with contributions from approximately 48,400 customer care associates, consultants, technologists, and CX professionals.

Basis of Presentation

The Consolidated Financial Statements are comprised of the accounts of TTEC, its wholly owned subsidiaries and its 55% equity owned subsidiary Percepta, LLC. All intercompany balances and transactions have been eliminated in consolidation.

The unaudited Consolidated Financial Statements do not include all of the disclosures required by accounting principles generally accepted in the U.S. (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited Consolidated Financial Statements reflect all adjustments which, in the opinion of management, are necessary to state fairly the consolidated financial position of the Company and the consolidated results of operations and comprehensive income (loss) and the consolidated cash flows of the Company. All such adjustments are of a normal, recurring nature. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

These unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates including those related to derivatives and hedging activities, income taxes including the valuation allowance for deferred tax assets, litigation reserves, restructuring reserves, allowance for credit losses, contingent consideration, and valuation of goodwill, long-lived and intangible assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions.

Concentration of Credit Risk

The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and derivative instruments. Historically, the losses related to credit risk have been immaterial due to the Company’s focus on managing its collection processes to reduce its credit risk. The Company regularly monitors its credit risk to mitigate the possibility of current and future exposures resulting in a loss. The Company evaluates the creditworthiness of its clients prior to entering into an agreement to provide services and as necessary through the life of the client relationship. The Company does not believe it is exposed to more than a nominal amount of credit risk in its derivative hedging activities, as the Company diversifies its activities across multiple investment-grade financial institutions.

Liquidity

As discussed in Note 9, the Company’s Amended and Restated Credit Agreement, originally dated June 3, 2013 (the “Credit Agreement”), includes a number of financial covenants and operating restrictions, failure to comply with which could result in a default under the Credit Agreement.

Subsequent to September 30, 2026, on November 9, 2026, the Company entered into the Thirteenth Amendment (the "Thirteenth Amendment") to the Credit Agreement, as amended, (the “Credit Agreement”), with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. The Thirteenth Amendment, among other matters: extended the maturity of the Credit Agreement from November 23, 2027 to November 23, 2028; reduced the revolving credit facility commitment from $960.0 million to $945.0 million, with scheduled reductions to $915.0 million by October 1, 2027; and set the SOFR credit margin at 4.00% (and the base rate margin at 3.00%) through maturity, in lieu of the increases to 6.25% and 5.25%, respectively, scheduled for November 16, 2026. The Company paid the lenders an extension fee of approximately $2.4 million and agreed to an exit fee of 3.0% of the $945.0 million commitment, with one-third of such exit fee to be paid in January 2028 and the remainder to be paid at maturity. The amount of the exit fee is subject to certain potential reductions if specified commitment reductions are achieved during 2027, including in connection with a sale of the Company's Digital business.

The Thirteenth Amendment also increased the maximum permitted net leverage ratio to 4.25:1.00 for the quarter ending March 31, 2027 and to 4.00:1.00 for the quarters ending June 30 and September 30, 2027, and extended the 4.00:1.00 maximum net leverage ratio and the 2.00:1.00 minimum interest coverage ratio through the extended maturity date. In addition, the Company agreed to certain milestones relating to the potential sale of its Digital business which if not met could result in a further $10.0 million reduction in commitments. The terms of any such sale are subject to the consent of lenders.

On October 1, 2026, the Company entered into the Twelfth Amendment (the “Twelfth Amendment”) to the Credit Agreement that, among other matters, reduced the aggregate revolving credit facility commitment from $975.0 million to $960.0 million (with aggregate outstanding revolving loans, swing loans and letters of credit limited to $950.0 million); extended the period during which the SOFR credit margin remains at 3.25% (and the base rate margin at 2.25%) to November 15, 2026, with the margins increasing to 6.25% and 5.25%, respectively, on November 16, 2026; and eliminated an extension fee of 1.50% that would otherwise have been payable by the Company on October 1, 2026. In connection with the Twelfth Amendment, the Company paid the lenders an upfront fee of $2.4 million.

On August 7, 2026, the Company entered into the Eleventh Amendment to the Credit Agreement. The Eleventh Amendment, among other matters: reduced the revolving credit facility commitment from $1.0 billion to $975.0 million; increased the SOFR credit margin from 3.00% to 3.25% through September 30, 2026, and from 6.00% to 6.25% thereafter. The Eleventh Amendment also provided for less restrictive financial covenants by increasing the maximum permitted net leverage ratio to 4.25:1.00 for the period through December 31, 2026, with subsequent steps down to 4.00:1.00 for the quarter ending March 31, 2027 and 3.75:1.00 for all periods thereafter. In addition, the minimum required interest coverage ratio was reduced to 2.00:1.00 for all periods after December 31, 2026.

As of the issuance date of these unaudited consolidated financial statements, the Company believes it has sufficient liquidity to meet its obligations, including compliance with the covenants under its Credit Agreement obligations, through at least twelve months from the issuance date of these unaudited consolidated financial statements. The Company has the ability to reduce discretionary spending, if necessary, to maintain compliance with the financial covenants under the Credit Agreement. In the event that the Company does not remain in compliance with such financial covenants, it may be required to negotiate additional amendments to, or waivers of, the terms of the Credit Agreement, refinance its debt, or raise additional capital. If the Company is unable to secure a covenant amendment, waiver, or refinancing, in the future, such noncompliance would constitute an event of default, permitting the lenders to accelerate the repayment of all amounts outstanding under the Credit Agreement.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses” which relates to measurement of credit losses for accounts receivable and contract assets and provides a practical expedient. When developing reasonable and supportable forecasts as part of estimating credit losses, all entities may elect a practical expedient that assumes current conditions as of the balance sheet do not change for the remaining life of the asset. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company adopted the standard September 30, 2025. The adoption did not impact the Company’s consolidated balance sheet or income statement.

Other Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” in response to longstanding requests from investors for more information about an entity’s expenses, specifically categories of expenses such as (purchases of inventory, employee compensation, depreciation, and amortization, and depletion). The ASU is effective for fiscal years beginning after December 15, 2026, with retrospective application permitted. The Company is still assessing the impact of this ASU, however, the Company expects the guidance to impact disclosures only and not have a material effect on its financial position or results of operations.

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other Internal Use Software” which was issued to modernize the accounting for software costs and removes all references to prescriptive and sequential software development stages. The ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those fiscal reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the potential impact of this ASU on the Company’s policy for capitalization of development costs for software intended for internal use, including timing of adoption. The Company does not expect it to have a material effect on its consolidated income statements, balance sheets, or statements of cash flows.

**(2)**SEGMENT INFORMATION

The Company hastwo reportable segments, TTEC Digital and TTEC Engage, based on nature of product and independent management of each business segment. Each segment is led by a senior executive reporting to the CEO and the products and services sold are described below. Resources are allocated and performance is assessed by the Company’s CEO, who holds the function of Chief Operating Decision Maker (“CODM”) for the purposes of these disclosures. The CODM uses income from operations to assess the performance of each segment in the budgeting and forecasting process and when making decisions regarding allocating capital and personnel to the segments.

TTEC Digital and the CX Technology Services Industry

TTEC Digital clients are seeking solutions in many areas including cost optimization, CX technology modernization, including migration to a more agile cloud-based ecosystem, improved CX talent and expertise, and other practical solutions to further enable CX applications, such as the design, implementation and pragmatic delivery of AI capabilities. TTEC Digital takes a technology agnostic approach to these challenges and focuses on designing and delivering solutions to each client’s specific business needs at the intersection of contact center, CRM, and AI and Analytics. TTEC Digital supports the majority of CX platform and solution requirements through its strategic partnerships with the leading CX software vendors including Genesys, Microsoft, Cisco, AWS, Google, Salesforce, ServiceNow, and Nice among others.

TTEC Digital’s solutions are built to respond to market needs for both enterprise and small and medium-sized business clients. AI design and delivery capabilities are woven across all five pillars of the Company offerings.

The segment has a three-pronged go to market strategy that includes growing existing client relationships, partner channel motions and general market development.

TTEC Engage and the CX Business Process Outsourcing Services Industry

The TTEC Engage segment’s solutions are built to respond to the following market needs for clients.

TTEC Engage goes to market through a vertical approach with customized solutions that include industry-specific talent, technology, certifications, and capabilities. For example, in the Banking, Financial Services and Insurance vertical, the Company supports several lines of business with customized offerings for retail banking, online banking, credit card, property and casualty and loans. In healthcare, the segment supports care, technical support, revenue generation and back-office capabilities to meet the needs of payer, provider, clinical and pharma clients.

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

The following tables present certain financial data by segment (in thousands). The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Three Months Ended September 30, 2026

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2026

Nine Months Ended September 30, 2025

(1) Cost of services primarily includes employee related and technology costs.

(2) Other segment items include impairment losses and restructuring charges.

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

**(3)**SIGNIFICANT CLIENTS AND OTHER CONCENTRATIONS

The Company hadone client that contributed in excess of 10% of total revenue for the nine months ended September 30, 2026; this client operates in the automotive industry and is included in the TTEC Engage segment. This client contributed 12.0% and 10.8% of total revenue for the nine months ended September 30, 2026 and 2025, respectively. In addition, the Company has other clients with aggregate revenue exceeding $100 million annually and the loss of one or more of these clients could have a material adverse effect on the Company’s business, operating results, or financial condition. To mitigate this risk, the Company’s business arrangements with these larger clients are structured as multiple contracts with different statements of work that are specific to a different line of business or service; these contracts have different durations and renewal dates and could have a revenue opportunity above the $100 million aggregate.

To limit the Company’s credit risk with its clients, management performs periodic credit evaluations, maintains allowances for credit losses and may require pre-payment for services from certain clients whose financial stability or payment practices raise concern. Based on currently available information, management does not believe significant credit risk existed as of September 30, 2026 beyond what was already recognized.

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

**(4)**GOODWILL

Goodwill consisted of the following (in thousands):

The Company performs an annual goodwill impairment assessment on December 1 st, or more frequently, if indicators of impairment exist. The Company also monitors its reporting units for any triggering events and performs qualitative assessments of impairment indicators.

As of December 1, 2025, the date of the annual impairment testing, the Company concluded that for the Engage and Digital Professional Services reporting units, resulting fair values were in excess of the respective carrying values and the goodwill for those reporting units was not impaired. The resulting fair value of the Digital Recurring reporting unit decreased below its carrying value, which resulted in recording a $193.0 million noncash pre-tax impairment charge. Recognition of this non-cash goodwill impairment charge resulted in a tax benefit that generated an incremental deferred tax asset of $12.4 million to the reporting unit’s carrying value. Accordingly, the Company recorded an additional non-cash charge of $12.4 million to reduce the Company’s carrying value to its previously determined fair value in accordance with the applicable goodwill impairment guidance. In total, a non-cash impairment loss of $205.4 million was recognized for the fourth quarter ended December 31, 2025.

During the Company’s annual impairment testing as of December 1, 2025, the Company identified one reporting unit, Digital Professional Services, as at risk for future impairment. The carrying value of Digital Professional Services was $228.8 million at December 1, 2025, including approximately $189.7 million of goodwill. Based on the Company’s assessment, the estimated fair value of the Digital Professional Services reporting unit exceeded its carrying value by approximately 8%. If all assumptions are held constant, either a 0.5% increase in the discount rate or a 4.0% decrease in each year’s projected revenue over the forecast period would result in approximately a $17.7 million decrease in the estimated fair value of the Digital Professional Services reporting unit. Such a change in either of these assumptions individually would have resulted in the Digital Professional Services reporting unit failing Step 1 of the goodwill impairment analysis on December 1, 2025.

As an international outsourcing agent, TTEC’s revenue and cash flows are susceptible to global economic conditions and client business volumes. In performing the Step 1 evaluation, the reporting unit’s current backlog and pipeline of customer business were considered, as well as inflation rates, gross domestic product rates, historical revenue growth and profitability, and state of the CX industry. The estimate of fair value was based on generally accepted valuation techniques and information available at the date of the assessment, which incorporated management’s assumptions about expected revenues, future cash flows and available market information for comparable companies.

Outside of the Company’s annual impairment testing process, the Company monitors its reporting units for any triggering events while also performing qualitative assessments of impairment indicators. During the third quarter of 2026, the Company concluded there were no triggering events and completed its qualitative assessment of impairment indicators, which included, among other things, an assessment of changes in macroeconomic conditions, comparison of the actual results to those forecasted in the most recent annual impairment test and performing sensitivity analysis on key assumptions.

**(5)**DERIVATIVES

TTEC’s Financial Risk Management Committee monitors cash flow and fair value foreign exchange exposures and interest rate exposures on a worldwide basis, assesses the potential economics and earnings impact from foreign exchange and/or interest rate fluctuations, and deploys risk management policies and solutions to reduce volatility related to TTEC’s exposure to foreign exchange rate changes and interest rate changes.

The Company enters into foreign exchange forward and option contracts to reduce its exposure to foreign currency exchange rate fluctuations that are associated with forecasted revenue earned in foreign locations. Upon proper qualification, these contracts are designated as cash flow hedges. The Company formally documents at the inception of the hedge all relationships between hedging instruments and hedged items as well as its risk management objective and strategy for undertaking various hedging activities.

The Company also enters into fair value derivative contracts that hedge against foreign currency exchange gains and losses primarily associated with short-term payables and receivables. These swap contracts are not designated as hedges under ASC Topic 815,Derivatives and Hedging.

It is the Company’s policy to only enter into derivative contracts with investment grade counterparty financial institutions, and correspondingly, the fair value of derivative assets considers, among other factors, the creditworthiness of these counterparties. Conversely, the fair value of derivative liabilities reflects the Company’s creditworthiness. As of September 30, 2026, the Company has not experienced, nor does it anticipate, any issues related to derivative counterparty defaults.

All derivative financial instruments are reported at gross fair value and recorded in Prepaids and other current assets, Other long-term assets, Other current liabilities, and Other long-term liabilities in the accompanying Consolidated Balance Sheets as applicable for each period end.

Fair Value of Derivative Instruments

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

Cash Flow Hedges

Changes in fair value of derivative instruments designated as cash flow hedges are recorded in Accumulated other comprehensive income (loss), a component of Stockholders’ Equity, to the extent they are deemed effective. Ineffectiveness is measured based on the change in fair value of the forward contracts and the fair value of the hypothetical derivatives with terms that match the critical terms of the risk being hedged. Based on the criteria established by current accounting standards, the Company’s cash flow hedge contracts are deemed to be highly effective. Any realized gains or losses resulting from the foreign currency cash flow hedges are recognized together with the hedged transaction within Revenue.

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

The amounts and location of gains and losses on Cash Flow Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2026 and 2025 were as follows (in thousands):

(1) As a result of the valuation allowance recorded in Q2 2024 against the Company’s U.S. Deferred Tax Assets, there is no tax impact recognized in Other comprehensive income (loss) for unrealized foreign exchange cash flow hedge gains or losses.

The activity related to the change in net unrealized gains and losses on the cash flow hedges included in “Accumulated other comprehensive income (loss)” in the Company’s unaudited consolidated statements of stockholders’ equity is presented in Note 11.

Undesignated Derivatives

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

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

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

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

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

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

**(6)**FAIR VALUE

The authoritative guidance for fair value measurements establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The following presents information as of September 30, 2026 and December 31, 2025 for the Company’s assets and liabilities required to be measured at fair value on a recurring basis, as well as the fair value hierarchy used to determine their fair value.

Accounts Receivable and Payable - The amounts recorded in the accompanying balance sheets approximate fair value because of their short-term nature.

*Investments –*The Company measures investments, including cost and equity method investments, at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. The fair values of these investments are determined based on valuation techniques using the best information available, and may include market observable inputs, and discounted cash flow projections. An impairment charge is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary.

Debt - The Company’s debt consists primarily of the Company’s Credit Facility, which permits floating-rate borrowings based upon a base rate or SOFR plus the applicable credit margin (in each case as defined in the Credit Agreement discussed in Note 9). As of September 30, 2026 and December 31, 2025, the Company had $830.0 million and $905.0 million, respectively, of borrowings outstanding under the Credit Facility. During the third quarter of 2026 outstanding borrowings accrued interest at an average rate of 7.1% per annum, excluding unused commitment fees. The amounts recorded in the accompanying Balance Sheets approximate fair value due to the variable nature of the debt based on Level 2 inputs.

Derivatives - Net derivative assets (liabilities) are measured at fair value on a recurring basis. The portfolio is valued using models based on market observable inputs, including both forward and spot foreign exchange rates, interest rates, implied volatility, and counterparty credit risk, including the ability of each party to execute its obligations under the contract. As of September 30, 2026, credit risk did not materially change the fair value of the Company’s derivative contracts.

The following is a summary of the Company’s fair value measurements for its net derivative assets (liabilities) as of September 30, 2026 and December 31, 2025 (in thousands):

As of September 30, 2026

As of December 31, 2025

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

As of September 30, 2026

As of December 31, 2025

Deferred Compensation Plan — The Company maintains a non-qualified deferred compensation plan for certain eligible employees. The deferred compensation asset represents the combined fair value of all the funds based on quoted values and market observable inputs.

**(7)**IMPAIRMENT OF ASSETS

The Company evaluated the recoverability of its leasehold improvement assets at certain customer engagement centers, building and land assets, as well as all internally developed software projects. An asset group is considered to be impaired when the anticipated undiscounted future cash flows of its asset group is estimated to be less than the asset group’s carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. To determine fair value, the Company used Level 3 inputs in its discounted cash flows analysis. Assumptions included the amount and timing of estimated future cash flows and assumed discount rates.

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

**(8)**INCOME TAXES

The Company accounts for income taxes in accordance with the accounting literature for income taxes, which requires recognition of deferred tax assets and liabilities for the expected future income tax consequences of transactions that have been included in the Consolidated Financial Statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. Quarterly, the Company assesses the likelihood that its net deferred tax assets will be recovered. Based on the weight of all available evidence, both positive and negative, the Company records a valuation allowance against deferred tax assets when it is more-likely-than-not that a future tax benefit will not be realized. The Company’s selection of an accounting policy with respect to both the Net CFC Tested Income (“NCTI”) and base erosion and anti-abuse tax (“BEAT”) rules is to compute the related taxes in the period the entity becomes subject to either NCTI or BEAT.

At the end of each interim period, the Company is required to estimate its annual effective tax rate for the fiscal year and to use that rate to provide for income taxes for the current year-to-date reporting period. The Company’s 2026 estimated annual effective tax rate of 25.7%, before discrete items, is driven by the distribution of forecasted income between the U.S. and international tax jurisdictions, earnings in international jurisdictions currently under an income tax holiday, and the impact of valuation allowances in the United States and several other jurisdictions. The Company’s effective tax rate for the nine months ended September 30, 2026 was 521.0%. This rate was the result of the jurisdictional mix of year-to-date income, foreign currency gains and losses and the impact of the exclusion of losses related to entities with a full valuation allowance.

The Company’s U.S. income tax returns filed for the tax years ending December 31, 2020 to present, remain open tax years. The Company has been notified of the intent to audit or is currently under audit with respect to income taxes for India for tax years 2022 through 2025. Although the outcome of examinations by taxing authorities are always uncertain, it is the opinion of management that the resolution of these audits will not have a material effect on the Company’s Consolidated Financial Statements.

The Organization for Economic Co-operation and Development (OECD), supported by 140 of their member countries, have agreed to implement a minimum 15% tax rate on certain multinational enterprises and have released model guidance. This global minimum tax, known as the Pillar 2 framework, became effective across various countries in 2024, as each country works to enact legislation influenced by the OECD Pillar 2 rules. The Company does not expect the adoption of the Pillar 2 framework to have a material impact on its effective tax rate and the Company continues to evaluate additional guidance released by the OECD, along with the pending and adopted legislation in each of the countries in which it operates.

The Company has been granted “Tax Holidays” as an incentive to attract foreign investment by the government of the Philippines. Generally, a Tax Holiday is an agreement between the Company and a foreign government under which the Company receives certain tax benefits in that country, such as exemption from taxation on profits derived from export-related activities. In the Philippines, the Company has been granted multiple agreements under local laws which result in an overall reduced tax rate. These incentives have varying benefit year over year and expire at various times beginning in 2031. The aggregate benefit to income tax expense for the three months ended September 30, 2026 and 2025 was approximately $0.7 million and $0.6 million, respectively, which had an impact on diluted net income per share of $0.02 and $0.01, respectively. The aggregate benefit to income tax expense for the nine months ended September 30, 2026 and 2025 was approximately $2.0 million and $1.8 million, respectively, which had an impact on diluted net income per share of $0.04 and $0.03, respectively.

**(9)**COMMITMENTS AND CONTINGENCIES

Credit Facility

Subsequent to September 30, 2026, on November 9, 2026, the Company entered into the Thirteenth Amendment (the "Thirteenth Amendment") to the Credit Agreement, as amended, (the “Credit Agreement”), with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. The Thirteenth Amendment, among other matters: extended the maturity of the Credit Agreement from November 23, 2027 to November 23, 2028; reduced the revolving credit facility commitment from $960.0 million to $945.0 million, with scheduled reductions to $915.0 million by October 1, 2027; and set the SOFR credit margin at 4.00% (and the base rate margin at 3.00%) through maturity, in lieu of the increases to 6.25% and 5.25%, respectively, scheduled for November 16, 2026. The Company paid the lenders an extension fee of approximately $2.4 million and agreed to an exit fee of 3.0% of the $945.0 million commitment, with one-third of such exit fee to be paid in January 2028 and the remainder to be paid at maturity. The amount of the exit fee is subject to certain potential reductions if specified commitment reductions are achieved during 2027, including in connection with a sale of the Company's Digital business.

The Thirteenth Amendment also increased the maximum permitted net leverage ratio to 4.25:1.00 for the quarter ending March 31, 2027, and to 4.00:1.00 for the quarters ending June 30, 2027 and September 30, 2027, and extended the 4.00:1.00 maximum net leverage ratio and the 2.00:1.00 minimum interest coverage ratio through the extended maturity date. In addition, the Company agreed to certain milestones relating to the potential sale of its Digital business which if not met could result in a further $10.0 million reduction in commitments. The terms of any such sale are subject to the consent of lenders.

On October 1, 2026, the Company entered into the Twelfth Amendment to the Credit Agreement, as amended (the “Credit Agreement”), with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, which, among other matters, reduced the revolving credit facility commitment from $975.0 million to $960.0 million (with aggregate outstanding revolving loans, swing loans and letters of credit limited to $950.0 million); extended the period during which the SOFR credit margin remains at 3.25% (and the base rate margin at 2.25%) to November 15, 2026, with the margins increasing to 6.25% and 5.25%, respectively, on November 16, 2026; and eliminated an extension fee of 1.50% that would otherwise have been payable by the Company on October 1, 2026. In connection with the Twelfth Amendment, the Company paid the lenders an amendment fee of $2.4 million.

On August 7, 2026, the Company entered into the Eleventh Amendment to the Credit Agreement (the “Eleventh Amendment”). The Eleventh Amendment, among other matters, reduced the revolving credit facility commitment from $1.0 billion to $975.0 million; and increased the SOFR credit margin from 3.00% to 3.25% through September 30, 2026, and from 6.00% to 6.25% thereafter. The Eleventh Amendment also provided for less restrictive financial covenants by increasing the maximum permitted net leverage ratio to 4.25:1.00 for the period through December 31, 2026 with subsequent steps down to 4.00:1.00 for the quarter ended March 31, 2027 and 3.75:1.00 for all periods thereafter. In addition, the minimum required interest coverage ratio was reduced to 2.00:1.00 for all periods after December 31, 2026.

Letter of credit fees are one eighth of 1% of the stated amount of the letter of credit on the date of issuance, renewal or amendment, plus an annual fee equal to the borrowing margin for SOFR loans.

Failure to comply with the financial covenants and operating restrictions set forth in the Credit Agreement could result in a default. As of the issuance of these unaudited Consolidated Financial Statements, the Company believes it has sufficient cash on hand, positive working capital, and availability to access additional cash under the Credit Facility to meet its business operating requirements and make its capital expenditures and to continue to comply with the financial covenants under the Credit Agreement for the next 12 months. The Company has the ability to reduce discretionary spending, if necessary, to maintain compliance with the financial covenants under the Credit Agreement. In the event the Company does not remain in compliance with such financial covenants, it may be required to negotiate additional amendments to, or waivers of, the terms of Credit Facility, refinance its debt, or raise additional capital.

As of September 30, 2026 and December 31, 2025, the Company had borrowings of $830.0 million and $905.0 million, respectively, under its Credit Agreement, and its average daily utilization was $916.6 million and $993.9 million for the nine months ended September 30, 2026 and 2025, respectively. Based on the level of availability pursuant to the covenant calculations as of September 30, 2026, the Company’s remaining borrowing capacity was approximately $130.0 million.

Letters of Credit

As of September 30, 2026, outstanding letters of credit under the Credit Agreement totaled $5.1 million. As of September 30, 2026, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled zero.

Guarantees

Indebtedness under the Credit Agreement is guaranteed by the Company’s present and future subsidiaries and, following the Eleventh Amendment, is secured by an expanded collateral package, including an increased pledge of the equity of certain foreign subsidiaries.

Legal Proceedings

From time to time, the Company has been involved in legal actions, both as plaintiff and defendant, which arise in the ordinary course of business. The Company accrues for exposures associated with such legal actions to the extent that losses are deemed both probable and reasonably estimable. To the extent specific reserves have not been made for certain legal proceedings, their ultimate outcome, and consequently, an estimate of possible loss, if any, cannot reasonably be determined at this time.

Based on currently available information and advice received from counsel, the Company believes that the disposition or ultimate resolution of any current legal proceedings, except as otherwise specifically reserved for in its financial statements, will not have a material adverse effect on the Company’s financial position, cash flows or results of operations. In the event of unexpected further developments, however, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s financial position, cash flows, or results of operations.

**(10)**DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Revenue recognized for the nine months ended September 30, 2026 from amounts included in deferred revenue as of December 31, 2025 was $52.6 million. Revenue recognized for the nine months ended September 30, 2025 from amounts included in deferred revenue as of December 31, 2024 was $59.8 million.

Remaining performance obligations (“RPO”) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s RPO excludes performance obligations from on-demand arrangements as there are no minimum purchase commitments associated with these arrangements, and certain time and materials contracts that are billed in arrears.

As of September 30, 2026, the Company’s RPO was $327.9 million, which will primarily be delivered and recognized within the next five years. The Company expects to recognize approximately 60% of the RPO over the next 12 months,27% of the RPO over the subsequent 13 to 24 months, and theremainder thereafter.

**(11)**ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents changes in the accumulated balance for each component of Other comprehensive income (loss), including current period other comprehensive income (loss) and reclassifications out of Accumulated other comprehensive income (loss) (in thousands):

The following table presents the classification and amount of the reclassifications from Accumulated other comprehensive income (loss) to the Statement of Comprehensive Income (Loss) (in thousands):

**(12)**WEIGHTED AVERAGE SHARE COUNTS

The following table sets forth the computation of basic and diluted shares for the periods indicated (in thousands):

For the three months ended September 30, 2026 and 2025, there were 2.6 million and 2.8 million outstanding Restricted Stock Units (“RSUs”), respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive. For the nine months ended September 30, 2026 and 2025, there were 2.3 million and 3.2 million outstanding RSUs, respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive.

**(13)**EQUITY-BASED COMPENSATION PLANS

All equity-based awards to employees are recognized in the Consolidated Statements of Comprehensive Income (Loss) at the fair value of the award on the grant date.

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

Restricted Stock Unit Grants

During the nine months ended September 30, 2026 and 2025, the Company granted 1,761,754 and 742,853 RSUs, respectively, to new and existing employees, which vest over three tofive years. The Company recognized compensation expense related to RSUs of $2.0 million and $3.1 million for the three months ended September 30, 2026 and 2025, respectively. The Company recognized compensation expense related to RSUs of $7.1 million and $10.4 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there was approximately $9.3 million of total unrecognized compensation cost (including the impact of expected forfeitures) related to RSUs granted under the Company’s equity plans.

Performance Based Restricted Stock Unit Grants

During 2022, the Company granted awards of two different performance-based RSU (“PRSU”) programs that are subject to service and performance vesting conditions: ordinary course annual PRSUs and one-time stretch financial goals PRSUs. For the ordinary course annual PRSUs, if defined minimum targets were met, the annual value of the PRSUs issued would have been between $0.9 million and $3.5 million and the PRSUs would have vested in March 2025. If the defined minimum targets were not met, then no shares would be issued. The number of shares awarded would have been based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2024. For the 2022 ordinary course annual PRSUs, no shares were issued in March 2025 as defined minimum targets were not met. For the one-time stretch financial goals PRSUs, no shares were issued in March 2026 as defined minimum targets were not met.

During 2023, the Company awarded PRSUs to senior executives that were subject to service and performance vesting conditions. If defined minimum targets were met, the annual value of the PRSUs issued would have been between zero and $8.9 million and the PRSUs would have vested in 2026. If the defined minimum targets were not met, then no shares would be issued. The number of shares awarded would have been based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2025. For the 2023 PRSUs, no shares were issued in March 2026 as defined minimum targets were not met.

During the fourth quarter of 2024, the Company awarded PRSUs to senior executives that are subject to service and performance vesting conditions. If defined minimum targets are met, the annual value of the PRSUs will be between zero and $4.0 million and the PRSUs will vest in 2027. If the defined minimum targets are not met, then no PRSUs will be issued. The number of PRSUs awarded will be based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2026 and on TTEC Digital’s annual revenue and adjusted EBITDA for fiscal year 2026. The Company did not recognize any compensation expense related to these awards for the nine months ended September 30, 2026, as they were not deemed probable of being achieved.

During the third quarter of 2026, the Company awarded PRSUs to one senior executive that are subject to service and performance vesting conditions. If defined minimum targets are met, the annual value of the PRSUs will be between zero and $1.1 million and the PRSUs will vest in 2029. If the defined minimum targets are not met, then no PRSUs will be issued. The number of PRSUs awarded will be based on TTEC Engage’s annual adjusted EBITDA for fiscal year 2028.

**(14)**NON-QUALIFIED DEFERRED COMPENSATION PLAN

The Company maintains anon-qualified deferred compensation plan for executive officers and other eligible employees that permits such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment. The plan allows for deferral of up to 75% of a participant’s base salary, bonus, commissions, and any amounts that U.S. highly compensated employees are limited from contributing into TTEC’s Deferred Tax Retirement Savings Plan (the “401K Plan”). All amounts deferred under the plan are unfunded, unsecured obligations and are recorded within Other long-term liabilities in the accompanying Consolidated Balance Sheets. In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors. Participants may choose among alternative earnings rates for the amounts they defer, which are primarily based on investment options within the 401K Plan. Amounts contributed and deferred under the Plan are credited or charged with the performance of investment options offered under the plan as elected by the participants. The Company manages the risk of changes in the fair value of the liability for deferred compensation by electing to match its liability under the plan with investment vehicles that offset a portion of its exposure including a Company owned life insurance policy held in a rabbi trust. In the fourth quarter of 2024 the Company suspended additional deferrals into the Plan until further notice.

**(15)**RELATED PARTY TRANSACTIONS

The Company entered into an agreement under which Avion, LLC (“Avion”) and Airmax LLC (“Airmax”) provide certain aviation flight services as requested by the Company. Such services include the use of an aircraft and flight crew. Kenneth D. Tuchman, Chairman and Chief Executive Officer of the Company, has an indirect 100% beneficial ownership interest in Avion and Airmax. During the nine months ended September 30, 2026 and 2025, the Company expensed $0.2 million and $0.5 million, respectively, to Avion and Airmax for services provided to the Company. There was $160 thousand in payments due and outstanding to Avion and Airmax as of September 30, 2026.

In 2025, the Company entered into service agreements with Mantucket Capital Management Corporation (“Mantucket”) to provide staff augmentation and cloud migration services. Kenneth D. Tuchman, Chairman and Chief Executive Officer of the Company, beneficially owns 100% of the equity of Mantucket. During the nine months ended September 30, 2026, the Company recognized revenue under these agreements of $0.1 million.

**(16)**SUBSEQUENT EVENTS

See Note 9 for a description of(1) the Thirteenth Amendment to the Credit Agreement entered into on November 9, 2026 and(2) the Twelfth Amendment to the Credit Agreement entered into on October 1, 2026.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our operations, expected financial condition, results of operation, effective tax rate, cash flow, leverage, liquidity, business strategy, competitive position, demand for our services in international operations, acquisition opportunities and impact of acquisitions, capital allocation and dividends, growth opportunities, spending, capital expenditures and investments, competition and market forecasts, industry trends, our human capital resources, and other business matters that are based on our current expectations, assumptions, and projections with respect to the future, and are not a guarantee of performance.

In this report, when we use words such as “may,” “believe,” “plan,” “will,” “anticipate,” “estimate,” “expect,” “intend,” “project,” “would,” “could,” “target,” or similar expressions, or when we discuss our strategy, plans, goals, initiatives, or objectives, we are making forward-looking statements. Unless otherwise indicated or except where the context otherwise requires, the terms “TTEC,” “the Company,” “we,” “us” and “our” and other similar terms in this report refer to TTEC Holdings, Inc. and its subsidiaries.

We caution you not to rely unduly on any forward-looking statements. Actual results may differ materially from those expressed in the forward-looking statements, and you should review and consider carefully the risks, uncertainties, and other factors that affect our business and may cause such differences as outlined in Part II Item 1A. Risk Factors of this report and Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

Important factors that could cause our actual results to differ materially from those indicated in the forward looking statements include, among others, risks related to our strategic execution in a competitive market, our ability to innovate and introduce technologies that are sufficiently disruptive to allow us to maintain and grow our market share such as the effective adoption of artificial intelligence into our solutions, our leverage and debt service obligations related risks, risks specific to the terms of our credit facility, risks related to the financial and operating restrictions built into our credit agreement, risks related to the changes in client service demands and the level of effort and capacity forecasting, risks related to our cost containment efforts, risks specific to outsourcing trends and the prices that clients are willing to pay to outsource services that we provide, uncertainties tied to goodwill, assets and strategic investment impairments, risks inherent in M&A activity, revenue risks specific to client concentration in our TTEC Engage business segment, risks specific to our technology partners in our TTEC Digital business segment and to the impact on our business due to TTEC Digital clients’ transition to public cloud and SaaS solutions, risks specific to our public sector business, risks specific to our clients seeking to transfer to us risks related to cybersecurity, data privacy and emerging technologies that we cannot control or mitigate, risks specific to our remote delivery model, risks specific to our ability to recruit and retain labor at the right price point to meet changing business demands, risks specific to our operational controls and employee misconduct, risks arising from our long sales cycles and lead time to revenue, risks tied to our ability to meet our clients’ geographic footprint expansions, operational risks that arise from events outside of our control, risks specific to cost and availability of labor, telecommunication services and energy that cannot be passed on to clients, risks tied to contracting terms typical in our industry that lead to revenue volatility and impact profitability, risks related to disruption to our information technology systems, cybersecurity events and unauthorized data access, reliance on communication and utility services provided by third parties, risks specific to use of AI technologies in our client offerings and in how we run our business, and our growing reliance on third parties for data, cloud and SaaS services, risks specific to uncertainties and inconsistencies in privacy, data protection and AI oversight laws, the high cost of compliance with such laws and business impacts if we fail to comply, high cost and reputational damage of wage and hour, ADA, and ERISA class action lawsuits, risks specific to the uncertainties in AI regulatory environments, risks specific to IP protection and infringement, risks inherent in the changes in income tax rates, ability to timely secure and maintain licenses needed to support certain regulated lines of business, and risks specific to the interpretations of transfer pricing arrangements, risks specific to our operations outside of the U.S., risks inherent in our geographic concentration in certain markets where weather and regulatory environment may represent significant challenges, risks inherent in our capital structure, our controlling shareholder risk, risks related to the

price and trading volumes of our common stock being affected by factors that we cannot fully impact or control, risks inherent in our dividend and stock repurchase policies, risks specific to being a Texas company and provisions in our charter documents that may discourage, delay or prevent change in control events potentially depressing the price of our common stock, risks arising from the Company’s completed redomestication from Delaware to Texas by conversion, effective May 28, 2026, as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2026 and in our proxy statement for our 2026 annual meeting of stockholders, filed with the SEC on April 10, 2026, and the fact that our chairman and chief executive officer has control over matters requiring shareholder action potentially impacting our stock price and making it less attractive to investors.

Our forward-looking statements speak only as of the date that this report is filed with the SEC. We undertake no obligation to update them, except as may be required by applicable law. Although we believe that our forward-looking statements are reasonable, they depend on many factors outside of our control and we can provide no assurance that they will prove to be correct. You should, however, consult any subsequent disclosures we make in our filings with the SEC on Forms 10-Q or 8-K.