IBEX Ltd 2027年度股东大会将审议董事人数上限及薪酬计划修订

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED OCTOBER 16, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

IBEX Limited

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED OCTOBER 16, 2026

IBEX Limited
1717 Pennsylvania Avenue NW, Suite 825
Washington, D.C. 20006

NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Our Shareholders:

On behalf of the Board of Directors (the "Board") of IBEX Limited (the "Company"), we cordially invite you to attend the Company’s 2026 annual general meeting of shareholders (the "Annual Meeting") on December 10, 2026, at 4:00 p.m. Eastern Time (5:00 p.m. Atlantic Time) online via live audio webcast at www.virtualshareholdermeeting.com/IBEX2026.

At the Annual Meeting, you will be asked to:

1.Set the number of directors of the Company at a maximum of eight directors (in accordance with customary practice for Bermuda companies and as required by the Bye-laws of the Company);

2.Elect the eight nominees for director named in this proxy statement to hold office until the earlier of the next annual general meeting of shareholders or their resignation, death, or removal;

3.Authorize the Board to fill any vacancy on the Board;

4.Approve, on a non-binding advisory basis, the compensation of our named executive officers;

5.Approve, on a non-binding advisory basis, the frequency of shareholder advisory votes to approve our named executive officers' compensation;

6.Approve the amendment to Bye-Law 74 to adopt a simple majority vote standard for Bye-law amendments;

7.Approve the amendment to the Ibex Limited Amended and Restated 2020 Long-Term Incentive Plan; and

8.Approve the appointment of Deloitte & Touche LLP as the Company’s auditor and independent registered public accounting firm and authorize the Audit Committee, acting on behalf of the Board, to fix the remuneration of Deloitte & Touche LLP for the fiscal year ended June 30, 2027 (in accordance with legal requirements applicable to Bermuda companies).

Additional Items: In addition, shareholders may be asked to consider and vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. If any other matters properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy card will vote the shares represented by all properly executed proxies in their discretion.

Financial Statements: We will also lay before the Annual Meeting our audited financial statements for the fiscal year ended June 30, 2026 pursuant to the provisions of the Companies Act 1981 of Bermuda, as amended (the "Companies Act"), and our Bye-laws.

Record Date: The record date for qualification of shareholders to participate and vote in the Annual Meeting has been set for 5:00 p.m. Eastern Time on October 9, 2026.

Attending the Meeting: All shareholders are invited to participate in the Annual Meeting. The electronic system for remote participation will be available for access from 3:45 p.m. Eastern Time (4:45 p.m. Atlantic Time) on December 10, 2026 at www.virtualshareholdermeeting.com/IBEX2026. To attend the virtual meeting, shareholders of record will need to enter the 16-digit control number included on your proxy card. Beneficial owners should review these proxy materials and their voting instruction form for how to vote in advance of, and how to participate in, the Annual Meeting.

Voting: We encourage you to vote as promptly as possible by telephone, through the internet or by mailing your completed and signed proxy card. Please follow the directions on your proxy card. You may also vote during the meeting, once logged in, by using the "Vote Here!" button.

We are first mailing or making available this proxy statement for the Annual Meeting (the "Proxy Statement"), proxy card, and the Company’s 2026 Annual Report (collectively the "proxy materials") on or about October [ ], 2026.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of shareholders to be held by means of remote communication under the Companies Act, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 4:30 p.m. Eastern Time (5:30 p.m. Atlantic Time) on the date specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://investors.ibex.co/.

We look forward to having you join us on December 10, 2026.

By Order of the Board of Directors,

Christy O’Connor

Chief Legal Officer and Assistant Secretary

Washington, D.C.

October [ ], 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 10, 2026

The Proxy Statement and 2026 Annual Report are available at www.proxyvote.com.

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current facts, made in this document are forward-looking. We use words such as "anticipates," "believes," "expects," "future," "intends," and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, such as changes in demand for our services and changes in macroeconomic conditions, are described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED OCTOBER 16, 2026

TABLE OF CONTENTS

CORPORATE GOVERNANCE

We refer to IBEX Limited as the "Company," "ibex," "us," "we," or "our" in this Proxy Statement.

Board of Directors

Our Bye-laws provide that our Board of Directors (the "Board") shall consist of no less than one and no more than ten directors, with such number to be determined at each annual general meeting. The size of our Board is currently set at eight directors. Our Board currently consists of the following directors:

Our directors generally hold office for such terms as our shareholders may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.

On December 4, 2025, the Chairman of the Board, Mr. Mohammed Khaishgi, notified the Company of his decision to withdraw as a nominee for election as a director at the 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting"). Mr. Khaishgi withdrew as a nominee for personal reasons and not due to any disagreements with the Company on any matter relating to its operations, policies, or practices. As a result of his decision not to stand for re-election, Mr. Khaishgi's service on the Board ended immediately after the 2025 Annual Meeting.

On December 19, 2025, in accordance with our Bye-laws, the Board unanimously appointed Mr. Shuja Keen to fill the vacancy on the Board. Mr. Keen previously served on the Company's Board from March 2018 through December 2024. There are no arrangements or understandings between Mr. Keen and any other person pursuant to which Mr. Keen was appointed as a director of the Company.

Also on December 19, 2025, the Board appointed current director Mr. John Jones to serve as the Chairman of the Board. Since Mr. Jones is not considered independent under Nasdaq rules, the Board appointed Mr. Mingzhe (JJ) Zhuang to serve as Lead Independent Director, which further enhances the Board's governance structure.

All of the above appointments were made by the Board after careful consideration, following the recommendation of the Nominating Committee of the Board (the "Nominating Committee"), for a term that lasts until the earlier of the 2026 annual general meeting of shareholders or the appointee's resignation, death, or removal. Our Board currently consists of 37.5% female directors and 62.5% male directors, with 37.5% of our directors self-reporting as racially/ethnically diverse.

Director Independence

Our Board has undertaken a review of the independence of the directors in light of the Nasdaq listing standards and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning such director’s background, employment, and affiliations, including family relationships, our Board affirmatively determined that Mses. Ballou-Aares, Batungbacal, and Beck and Messrs. McGinnis and Zhuang are "independent directors" under the listing standards of Nasdaq. This represents five of our eight current directors and will represent five of our eight directors after the Annual Meeting. In making these determinations, our Board considered

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the current and prior relationships that each non-employee director has with us and our affiliates, and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our share capital by each non-employee director, the transactions involving them, and other boards upon which they serve.

In addition, the Board determined that each member of the Audit Committee satisfies the applicable independence requirements under the applicable Securities and Exchange Commission ("SEC") rules and the Nasdaq listing standards for such members. Our Compensation Committee and Nominating Committee are also solely comprised of independent directors, in line with the Nasdaq listing standards.

Board Leadership Structure

The Board does not have a formal policy on whether the role of Chairman and Chief Executive Officer ("CEO") should be separate or combined. Mr. John Jones was appointed as the Chairman of the Board in December 2025. Mr. Jones has served as a Board member since March 2018. Based on his depth of industry experience and long-term involvement with the Company, the Board determined that Mr. Jones should serve as Chairman, maintaining responsibility for coordinating board activities, including the scheduling of meetings and executive sessions of the non-employee directors and managing the relevant agenda items in each case (in consultation with the CEO as appropriate). This structure also enables Mr. Robert Dechant, the CEO to focus on leading and managing the Company. As Mr. Jones is not an independent director, the Board appointed Mr. Mingzhe (JJ) Zhuang as Lead Independent Director ("LID").

The Chairman and the LID work together to support the effective functioning of the Board and its oversight of the Company. The Chairman leads the Board, presides at Board meetings and works with the LID to develop meeting agendas and identify matters for Board consideration. The Chairman also facilitates communication between the Board and management and helps ensure that directors receive the information needed to perform their responsibilities.

The LID provides independent leadership and serves as a point of coordination for the independent directors. In consultation with the Chairman, the LID reviews proposed agendas and meeting materials and may request that additional matters be included for discussion. The independent directors meet in executive sessions without management and non-independent directors present to discuss matters relating to Board oversight, management performance, corporate strategy and other matters they deem appropriate. The LID presides at executive sessions of the independent directors, facilitates discussion of matters raised in those sessions, communicates relevant feedback to the Chairman and, as appropriate, management, and facilitates follow-up as applicable.

Between meetings, the Chairman and the LID maintain an ongoing dialogue regarding Board priorities, meeting preparation and matters requiring the Board’s attention. This collaboration combines the Chairman’s leadership of the Board with the LID’s independent perspective, while preserving the ability of the independent directors to meet and deliberate independently.

Shareholder Engagement

The Board recognizes the importance of maintaining open communication with shareholders and considering their perspectives on corporate governance, executive compensation and the Company's long-term strategy. The Nominating Committee oversees the Company’s shareholder engagement.

The Company’s Chief Executive Officer and Chief Financial Officer regularly make themselves available to speak with shareholders. The Company also maintains active shareholder engagement with its largest shareholders to solicit inputs and feedback on a range of topics, including business strategy, governance practices and executive compensation, as well as other topics of importance to our shareholders. In addition, the Company seeks to participate in approximately one investor conference per quarter to meet with current shareholders and prospective investors.

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The Company utilizes its earnings calls and investor presentations to address matters of interest to shareholders. Recent shareholder topics of interest include:

•Company’s artificial intelligence (“AI”) strategy;

•Potential AI opportunities and risks;

•Capital allocation strategy; and

•Governance priorities.

The Nominating Committee and, as appropriate, the Board and other committees consider feedback received through these investor communication channels in their ongoing review of governance, compensation, and strategic matters.

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with Section 84 of the Companies Act and the Company's Bye-law 68, our audited financial statements for the fiscal year ended June 30, 2026 will be presented at the Annual Meeting. These financial statements have been approved by our Board. There is no requirement under Bermuda law that these financial statements be approved by shareholders, and no such approval will be sought at the Annual Meeting.

PROPOSAL ONE

SET NUMBER OF DIRECTORS

The current maximum number of directors was set at eight by the shareholders at the 2025 Annual Meeting. Bye-law 37 requires the maximum number of directors to be set by the shareholders at each annual general meeting. Accordingly, the Board proposes to set the maximum number of directors at eight at the Annual Meeting until the next annual general meeting. The Board has nominated eight directors for these positions, as further described below in Proposal Two.

Our Board recommends a vote FOR the proposal to set the maximum number of directors as eight.

PROPOSAL TWO

ELECTION OF DIRECTORS

Based on the recommendation of the Nominating Committee of the Board, the Board nominated eight directors for election at the Company’s Annual Meeting to hold office until the next annual general meeting of our shareholders or until their resignation, death, or removal.

With the exception of Mr. Keen, all directors were elected by shareholders at the 2025 Annual Meeting. Mr. Keen was appointed by the Board on December 19, 2025 to fill the vacancy of Mr. Mohammed Khaishgi, who withdrew as a nominee for election as a director at the 2025 Annual Meeting.

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Director Nominations

In accordance with the Company's Procedures for Identifying and Evaluating Director Candidates adopted by the Board, the Nominating Committee is responsible for identifying and evaluating the best available, qualified candidates for election to the Board. Following their evaluation, the Nominating Committee, acting through a majority, can recommend to the full Board a slate of director candidates to be nominated for election by the Company's shareholders on an annual basis. In the case of incumbent directors, the Nominating Committee reviews each director's overall service during his or her current term and any other factors that the Nominating Committee considers relevant, including the number of meetings attended, level of participation, quality of performance, and any transactions between the director and the Company. In the case of new director candidates, the Nominating Committee first determines whether the nominee would be independent under the Nasdaq Listing Rules, then identifies any special needs of the current Board. The Nominating Committee will consider individuals recommended by Board members, Company management, shareholders, and if it deems appropriate, a professional search firm.

The Board recognizes the value of cultivating a board with a broad mix of opinions, perspectives, skills, experiences and professional backgrounds. As such, the Board actively seeks director candidates from a wide variety of backgrounds, without discrimination based on any status protected by law. All nominations to the Board will be based on merit, experience and professional background relevant to the Board’s current and anticipated needs, as well as the Company’s business.

The Board believes that director candidates should meet and demonstrate the following minimum criteria:

•Character and integrity

•A commitment to the long-term growth and profitability of the Company

•A willingness and ability to make a sufficient time commitment to the affairs of the Company to effectively perform the duties of a director, including regular attendance at Board and committee meetings

•Significant business or public company experience relevant and beneficial to the Board and the Company

In addition to the minimum criteria described above, the following factors may also be considered in evaluating candidates for the Board:

•Present and anticipated needs of the Board for particular experience or expertise and whether the candidate would satisfy those needs

•Requirement for the Board to have a majority of independent directors and whether the candidate would be considered independent

•Whether the candidate would be considered an audit committee "financial expert" or be financially literate as described in the Nasdaq Listing Rules and the Audit Committee Charter

•Accomplishments of each candidate in his or her field and applicability to the Company’s business and industry

•Outstanding professional and personal reputation

•Relevant experience

•Ability to exercise sound business judgment

•Breadth of knowledge about issues affecting the Company

The Nominating Committee reviews the qualifications of director candidates and incumbent directors in light of the criteria approved by Board, and any shareholder recommendations for director are evaluated in the same manner as other candidates considered by the Nominating Committee. Shareholders that wish to nominate a director for election to our Board should follow the procedures described under the "Submission of Shareholder Proposals for the 2027 Annual Meeting" heading.

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Board Skills and Experience

Director Nominees

The Board has selected the following eight nominees for election to the Board.

All nominees currently serve as directors with terms expiring at the Annual Meeting. The nominees will hold office from their election until the next annual meeting of shareholders, or until their resignation, death, or removal.

Each of the nominees identified in this Proxy Statement has consented to being named as a nominee in the Company's proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company's shareholders. The Company has no reason to believe that any of the nominees will be unavailable or, if elected will decline or be unable to serve as a director.

For each of the director nominees standing for election, the following describes certain biographical information and the specific experience, qualifications, attributes, or skills that qualify them to serve as our directors and, as applicable, the Board committees on which they serve.

Our Board recommends a vote FOR the election of each director nominee.

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Board Meetings

During the fiscal year ended June 30, 2026, the Board held nine regular and special meetings.

Board Committee Meetings

Our Board has four standing committees: an Audit Committee, a Compensation Committee, a Nominating Committee, and a Corporate Governance Committee. During the fiscal year ended June 30, 2026:

Director Attendance

Each of our directors attended or participated in at least 75% of the meetings of our Board and the respective committees of which he or she is a member held during the period such director was a director during the fiscal year ended June 30, 2026.

The Company does not have a policy regarding director attendance at the annual general meeting of shareholders, though such attendance is encouraged. Seven directors attended the annual general meeting of shareholders held on December 5, 2025.

Board Committees

Audit Committee

Our Audit Committee consists of independent Board members, Mses. Ballou-Aares and Beck, and Mr. McGinnis. Ms. Beck is the chair of the Audit Committee. Each member satisfies the independence requirements of the Nasdaq listing standards, and our Board has determined that Ms. Beck qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

The Audit Committee oversees our accounting and financial reporting processes and the audits of our consolidated financial statements. The Audit Committee is primarily responsible for, among other things:

•making recommendations to our Board regarding the appointment by the shareholders at the general meeting of shareholders of our independent auditors;

•overseeing the work of the independent auditors, including resolving disagreements between management and the independent auditors relating to financial reporting;

•pre-approving all audit and non-audit services permitted to be performed by the independent auditors;

•reviewing the independence and quality control procedures of the independent auditors;

•discussing material off-balance sheet transactions, arrangements and obligations with management and the independent auditors;

•reviewing and approving proposed related-party transactions;

•discussing the annual audited consolidated and statutory financial statements with management;

•discussing the Company's quarterly reports on Form 10-Q with management and solely responsible for approval of the Form 10-Q for filing with the SEC;

•overseeing the Company's compliance programs with respect to legal and regulatory requirements, including the Company's Code of Conduct;

•annually reviewing and reassessing the adequacy of our Audit Committee charter;

•meeting separately with the independent auditors to discuss critical accounting policies, recommendations on internal control, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management; and

•attending to such other matters as are specifically delegated to our Audit Committee by our Board from time to time.

Compensation Committee

Our Compensation Committee consists of independent Board members, Ms. Batungbacal and Mr. Zhuang. Ms. Batungbacal is the chair of the Compensation Committee. The Compensation Committee assists the Board in reviewing and approving or recommending our compensation structure. The Company's CEO may not be present at any committee meeting while his compensation is deliberated. The Compensation Committee is primarily responsible for, among other things:

•reviewing and approving the compensation, including equity compensation, change-of-control benefits and severance arrangements, of our CEO, chief financial officer and such other members of our management as it deems appropriate;

•overseeing the evaluation of our management;

•reviewing periodically and making recommendations to our Board with respect to any incentive compensation and equity plans, programs or similar arrangements; and

•attending to such other matters as are specifically delegated to our Compensation Committee by our Board from time to time.

The Compensation Committee may delegate any or all of its responsibilities to one or more subcommittees comprised of one or more of its members.

Nominating Committee

Our Nominating Committee consists of our independent directors, Mses. Ballou-Aares, Batungbacal, and Beck, and Messrs. McGinnis and Zhuang. Ms. Ballou-Aares is the chair of the Nominating Committee. The Nominating Committee oversees the process of director nominee criteria, selections and recommendations to the Board. The Nominating Committee is primarily responsible for, among other things:

•reviewing and determining criteria for selecting new directors, including desired board skills, experience and attributes, and identifying individuals qualified to become directors;

•evaluating, selecting and recommending to the Board nominees for each election of directors or to fill vacancies;

•considering any nominations of director candidates validly made by the Company's shareholders and establish procedures for considering such candidates;

•evaluating the composition of the Board and reviewing and making recommendations to the Board regarding qualifications, appointment and removal of committee members, and the size structure, composition, and functioning of the Board and its committees;

•reviewing and making recommendations to the Board concerning the form and amount of director and committee compensation;

•assisting the Board in its evaluation of the performance of the Board and each committee;

•discussing and assisting the Board with succession planning for the Board and its committees;

•overseeing the Company's shareholder engagement program; and

•overseeing and making recommendations to the Board regarding sustainability matters relevant to the Company's business, including policies, activities and opportunities.

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Corporate Governance Committee

Our Corporate Governance Committee consists of Messrs. Jones and Zhuang. Mr. Zhuang is the chair of the Corporate Governance Committee. The Corporate Governance Committee assists the Board in advising on corporate governance principles and the code of conduct applicable to the Company. The Corporate Governance Committee is primarily responsible for, among other things:

•reviewing the Company's corporate governance guidelines and code of conduct and ethics applicable to all employees and directors;

•reviewing the Company's compliance with the Nasdaq corporate governance listing requirements;

•assisting the Board in developing criteria for the evaluation of Board and committee performance;

•overseeing the Company's succession planning for the executive officers and Board, as requested; and

•overseeing the Board’s annual review of its own performance and the performance of its committees.

Risk Oversight

Our Board is currently responsible for overseeing our risk management processes and the Company’s enterprise risk management framework. The Board focuses on our general risk management strategy and the most significant risks facing the Company. The Board is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Given the increasing importance of AI to the Company's business strategy, the Board's risk oversight responsibilities include consideration of emerging risks associated with AI deployment, data privacy, cybersecurity, regulatory compliance and responsible technology adoption. Management provides updates to the Board regarding these matters, including their potential implications for the Company's operations, customers and long-term strategy. The Board also receives quarterly updates from management on cybersecurity strategy, risk assessments, and significant developments. The Chief Technology Officer provides updates on cybersecurity matters to the Company’s Board to support the Board’s oversight of cybersecurity-related risks. The Board and executive management meet regularly to review cybersecurity risks and developments as part of our enterprise risk management framework. This structure had no effect on the Board's current leadership structure.

The Audit Committee is responsible for discussing guidelines and policies to govern the process by which risk assessment and management is undertaken and handled, and to discuss with management major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee is also responsible for reviewing (on a monthly basis) any whistleblower complaints received, with follow-up and reporting to the full Board as appropriate. The Compensation Committee is responsible for monitoring and assessing risks associated with the Company's compensation policies and consulting with management regarding such risks. Our Board committees are responsible for considering and addressing relevant risks as they perform their respective committee responsibilities. All committees are to report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Our management is responsible for day-to-day risk management and operational decision-making. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

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Director Nominations Process

As part of its ongoing oversight of Board composition, the Nominating Committee periodically evaluates the Board's collective skills, experience, independence, tenure and succession needs in light of the Company's evolving business strategy. This review includes consideration of emerging areas of expertise, including artificial intelligence, cybersecurity, digital transformation and global operations, to ensure the Board remains appropriately positioned to oversee the Company's long-term strategic objectives.

Director Nominations are made in accordance with the Company's Procedures for Identifying and Evaluating Director Candidates. The Nominating Committee of the Company’s Board is responsible for identifying and evaluating the best available, qualified candidates for election to the Board. Following their evaluation, the Nominating Committee, acting through a majority, can recommend to the full Board director candidates to be appointed to the Board from time to time, and a slate of director candidates to be nominated for election by the Company’s shareholders on an annual basis.

In the case of incumbent directors, the Nominating Committee reviews each director’s overall service during his or her current term and any other factors that the Nominating Committee considers relevant, including the number of meetings attended, level of participation, quality of performance, and any transactions between the director and the Company. In the case of new director candidates, the Nominating Committee first determines whether the nominee would be independent under the Nasdaq Listing Rules, then identifies any special needs of the current Board. The Nominating Committee will consider individuals recommended by Board members, Company management, shareholders, and if it deems appropriate, a professional search firm.

The Board may also consider candidates to fill a vacancy in the Board outside the annual shareholder meeting process in accordance with the Company’s Bye-laws. The same criteria shall be used to evaluate a director nominee as one to be elected by shareholders. In the event of a vacancy to be filled by the Board, the Nominating Committee, acting by majority, can recommend one or more candidates for election by the Board.

The Board recognizes the value of cultivating a board with a broad mix of opinions, perspectives, skills, experiences and backgrounds. As such, the Board actively seeks director candidates from a wide variety of backgrounds, without discrimination based on any status protected by law. All nominations to the Board will be based on merit, experience and background relevant to the Board’s current and anticipated needs, as well as the Company’s business.

The Board believes that director candidates should meet and demonstrate the following minimum criteria:

•Character and integrity

•A commitment to the long-term growth and profitability of the Company

•A willingness and ability to make a sufficient time commitment to the affairs of the Company to effectively perform the duties of a director, including regular attendance at Board and committee meetings

•Significant business or public experience relevant and beneficial to the Board and the Company

In addition to the minimum criteria described above, the following factors may also be considered in evaluating candidates for the Board:

•Present and anticipated needs of the Board for particular experience or expertise and whether the candidate would satisfy those needs

•Requirement for the Board to have a majority of independent directors and whether the candidate would be considered independent under the Nasdaq Listing Rules

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•Whether the candidate would be considered an audit committee “financial expert” or be financially literate as described in the Nasdaq Listing Rules and the Audit Committee Charter

•Accomplishments of each candidate in his or her field and applicability to the Company’s business and industry

•Outstanding professional and personal reputation

•Relevant experience

•Ability to exercise sound business judgment

•Breadth of knowledge about issues affecting the Company

Annual Board and Director Evaluations

The Board conducts an annual self-evaluation process designed to assess its overall effectiveness, committee performance, Board composition, director engagement and the adequacy of its oversight responsibilities. The process is overseen by the Nominating Committee and Corporate Governance Committee and includes written confidential questionnaires and considers Board leadership, oversight, meeting effectiveness, information flow, and the Board’s relationship with management. The evaluation process provides directors with an opportunity to identify areas for improvement and recommend enhancements to Board composition and practices. The results are discussed with the full Board and considered in developing governance priorities for the following year.

Insider Trading; Prohibition of Hedging and Pledging

We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities that applies to our directors, officers, employees and other covered persons. We believe that our securities trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to us. Our Insider Trading Policy prohibits employees (including officers) and directors from engaging in certain transactions related to our securities. In particular, we prohibit hedging and pledging transactions in our securities, including hedging or monetization transactions, such as zero-cost collars and forward sale contracts; holding our securities in a margin account; pledging our securities as collateral for a loan; and puts, calls, or other derivative securities involving our securities, on an exchange or in any other organized market.

Communications with Directors

Shareholders may contact the Board by mailing correspondence “c/o Christy O’Connor” to the Company’s offices at 500 Penn Center Boulevard, Suite 302, Pittsburgh, PA 15235. Correspondence will be forwarded to the respective director, except that the Assistant Secretary reserves the right not to forward solicitations or any offensive or otherwise inappropriate materials.

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Governance Documents

The Audit Committee, Compensation Committee, Nominating Committee, and Corporate Governance Committee each operate pursuant to written charters adopted by the Board. These charters, along with the Code of Business Conduct and Ethics, are available at the Company’s website and in print to any shareholder who requests a copy. To access these documents from the Company’s website, go to investors.ibex.co and select “Corporate Governance” from the drop-down menu. Requests for a printed copy should be addressed to Christy O’Connor, IBEX Limited, 500 Penn Center Boulevard, Suite 302, Pittsburgh, PA 15235.

Director Compensation

The Board has approved the non-employee director compensation program described below.

Cash Compensation. Each of the non-employee directors is eligible to receive a $75,000 annual cash retainer for their Board and committee service, with the exception of the Audit Committee Chair, who is eligible to receive a $90,000 cash retainer based on the extensive work of this position. The cash retainers are paid quarterly. In addition, the Company will reimburse non-employee directors for reasonable travel expenses incurred by them in connection with attendance at Board and committee meetings, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

In August 2026, the Nominating Committee determined and recommended to the Board that in order to retain the best directors for certain lead positions on the Board, fairly compensate Board members for their additional workload and responsibilities, and maintain a competitive director pay structure, the annual cash retainers for fiscal year 2027 should be increased for certain board positions. In September 2026, the Board approved the following annual retainers: Chairman of the Board: $115,000, Lead Independent Director: $95,000, Audit Committee Chair: $95,000, and the Compensation Committee Chair: $90,000. All other Board positions will remain at an annual cash retainer of $75,000.

Equity Compensation. The Company has typically awarded discretionary grants in the past to new directors; however, we do not maintain a formal policy providing for initial equity grants to newly appointed Board members. On March 2, 2026, the Company awarded new director Shuja Keen a grant of 5,000 restricted share units ("RSUs"), with 25% of such restricted share units to vest annually, commencing March 2, 2027, provided Mr. Keen remains in continuous service to the Company on each vesting date, to immediately align his interests with those of the Company's shareholders.

The Company's Compensation Committee has retained Exequity LLP as its compensation consultant, to provide ongoing executive and director compensation advisory services. During fiscal year 2024, Exequity completed a review of compensation of the Company's non-employee directors, the executive leadership team, and additional global leadership team members and presented their findings and recommendations to the Compensation Committee. It was determined that to bring the Company in alignment with its peer group, annual grants of equity should be awarded to our non-employee directors. On March 2, 2026, on recommendation by the Compensation Committee and approval of the Board, initial annual equity grants were made as follows: (1) Mr. Jones as Chairman of the Board received 2,250 restricted share units and 2,250 performance-based share units; and (2) all other non-employee Board members, with the exception of Mr. Keen, received 2,083 restricted share units and 2,083 performance-based share units. The restricted share units vest 25% annually, commencing on July 1, 2026, provided the director remains in continuous service to the Company on each vesting date.

Performance-based share units ("PSUs") vest over three years, with the first review period ending June 30, 2026, with vesting for such period at 180% of target. Depending on the Company’s TSR relative to the performance peer group during each applicable performance period, participants may earn up to 200% of the target number of PSUs. The aggregate value of the PSUs at vesting is capped at five times the grant-

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date fair market value of the target award, regardless of the level of relative TSR achievement or appreciation in the Company’s stock price.

Indemnification Agreements. We have entered into indemnification agreements with our officers and directors. The indemnification agreements and our Bye-laws require us to indemnify these individuals to the fullest extent permitted by Bermuda law.

2026 Non-Employee Director Compensation Table

This table discloses all compensation provided to each non-employee director of the Company for fiscal year 2026.

1.Robert Dechant is also a member of the Company's Board, but as an employee does not receive any additional compensation for his Board service, and accordingly, he is not included in this table.

2.The director fees for Messrs. Khaishgi and Keen were paid by the Company to The Resource Group International Limited in accordance with the terms of their respective director agreements. Mr. Khaishgi did not stand for re-election at the 2025 Annual Meeting and his term ended on December 5, 2025. Mr. Keen was appointed to the Board on December 19, 2025. Accordingly, the director fees for Messrs. Khaishgi and Keen were pro-rated for their time served on the Board during fiscal year 2026.

3.Amounts reflect the aggregate grant date fair value of RSUs and PSUs granted to the Directors during fiscal year 2026 computed in accordance with FASB ASC Topic 718 and based on (a) the closing price of our common shares on the date of grant for RSUs, and (b) a Monte Carlo valuation for PSUs. See footnote 11 (Stock-Based Compensation) to the Financial Statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for an explanation of the assumptions made by the Company in the valuation of the awards shown in this column. The values reported above for PSUs are based on the probable outcome as of the grant date. The values for such PSUs, assuming the achievement of the performance goals at the maximum level, would be as follows for each director: Ms. Ballou-Aares: $163,974; Ms. Batungbacal: $163,974; Ms. Beck: $163,974; Mr. Jones: $177,120; Mr. McGinnis: $163,974; and Mr. Zhuang: $163,974. Mr. Keen was not eligible for this PSU award based on his tenure and instead received a new member grant solely in the form of RSUs as noted above. These amounts may not correspond to the actual value eventually realized by each Director because the value depends on the market value of our common shares at the time the award vests. Equity awards vest as described above in the Director Compensation section entitled "Equity Compensation."

4.As of June 30, 2026, the directors had the following unvested RSUs and PSUs (in the aggregate): each of Ms. Ballou-Aares and Ms. Beck 4,166; each of Ms. Batungbacal and Messrs. McGinnis and Zhuang 6,041; Mr. Jones 4,500; and Mr. Keen 5,000.

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PROPOSAL THREE

TO VOTE TO PERMIT THE BOARD TO FILL ANY VACANCY ON THE BOARD

Bye-law 36.5 permits shareholders to authorize the Board to fill any vacancy on the Board left unfilled at the Annual Meeting. The Board expects that the maximum Board size of eight directors will be filled with the eight director nominees selected in Proposal Two. However, in the event that any nominee for the Board in Proposal Two is not elected by the shareholders or becomes unable or unwilling to stand for election or serve as a director, the Board proposes that it shall have the authority to fill any vacancy on the Board left unfilled at the Annual Meeting if this proposal is passed.

Our Board recommends a vote FOR the proposal to authorize the Board to fill any vacancy on the Board.

PROPOSAL FOUR

NON-BINDING ADVISORY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICERS' COMPENSATION

In accordance with Section 14A of the Securities Exchange Act of 1934 (the "Exchange Act"), we are providing our shareholders with the opportunity to express their view, on a non-binding advisory basis, on the compensation of the named executive officers (commonly known as a "say-on-pay" vote).

This say-on-pay proposal provides our shareholders the opportunity to express their views on our named executive officers' compensation as a whole. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices described in this Proxy Statement. Please read the "Compensation Discussion and Analysis" and the compensation tables and narrative disclosures that follow for information about our executive compensation program, including the details of the fiscal year 2026 compensation of our named executive officers. Our Compensation Committee believes that these policies and practices are effective in implementing our compensation philosophy and achieving our compensation program goals.

Accordingly, we are asking our shareholders to vote FOR the following resolution:

“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.”

As an advisory vote, the outcome of the vote on this proposal is not binding. However, our management team, our Board and our Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by our shareholders, and will consider the outcome of this vote when making future executive compensation decisions. Subject to the outcome of Proposal Five, we expect to conduct the next say-on-pay vote at our 2027 annual general meeting of shareholders.

Our Board recommends a vote FOR the approval, on a non-binding advisory basis, of our named executive officers' compensation.

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PROPOSAL FIVE

NON-BINDING ADVISORY VOTE TO APPROVE THE FREQUENCY OF SHAREHOLDER VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to express their view, on a non-binding, advisory basis, regarding how often we should provide our shareholders an opportunity to vote, on an advisory basis, to approve the compensation of our named executive officers (the say-on-pay vote). Shareholders may specify whether they prefer such votes to occur every one year, two years or three years, or they may abstain from voting. The Board recommends that the Company hold a say-on-pay vote every year.

As an advisory vote, the result is not binding on the Board. However, the Board will give careful consideration to the voting results on this proposal and expects to be guided by the alternative that receives the greatest number of votes, even if that alternative does not receive a majority of votes in accordance with our Bye-laws. Notwithstanding the Board's recommendation and the outcome of the shareholder vote, the Board may in the future decide to conduct say-on-pay votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs. The next say-on-frequency vote will occur at the 2032 annual meeting of shareholders.

The Board recommends a vote for ONE YEAR as the preferred frequency of the non-binding advisory resolution approving the Company's Named Executive Officer compensation.

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PROPOSAL SIX

APPROVAL OF THE AMENDMENT TO BYE-LAW 74

In response to shareholder feedback, on November 26, 2025, the Board approved an amendment to the Company's Bye-law 74 to adopt a simple majority vote standard for Bye-law amendments. In accordance with Bermuda law where the Company is incorporated, this amendment is subject to approval by the Company's shareholders. If this proposal is approved, the simple majority standard will replace the current 75% threshold.

Currently, Bye-law 74 reads as follows:

"No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Companies Act and until such amendment or alteration has been approved by a resolution of the Board, and by a resolution of the Members carried by 75% of more [of] those Members voting in such resolution."

The Board proposes that Bye-law 74 be amended as follows:

"No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Companies Act and until such amendment or alteration has been approved by a resolution of the Board, and by a resolution of the Members carried by a simple majority of those Members voting in such resolution."

The Board believes this change reflects its commitment and ongoing focus on strengthening corporate governance practices to align with leading market standards and shareholder priorities.

The Board recommends a vote FOR the proposal to amend the Bye-laws to adopt a simple majority vote standard for changes to the Bye-laws.

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PROPOSAL SEVEN

APPROVAL OF THE AMENDMENT TO THE IBEX LIMITED AMENDED AND RESTATED 2020 LONG-TERM INCENTIVE PLAN

Overview

We are asking shareholders to approve an amendment (the “Amendment”) to the Ibex Limited Amended and Restated 2020 Long-Term Incentive Plan. On October 14, 2026, the Compensation Committee of the Board of Directors, acting pursuant to authority delegated by the Board, approved and adopted the Amendment, subject to approval by shareholders at the Annual Meeting.

In this proposal, we refer to the Ibex Limited Amended and Restated 2020 Long-Term Incentive Plan currently in effect as the “Current LTIP,” and we refer to the Ibex Limited Amended and Restated 2020 Long-Term Incentive Plan, as amended by the Amendment, as the “Amended LTIP.”

The Amendment would authorize an additional 1,000,000 Common Shares, par value $0.000111650536 per share ("Common Shares"), for issuance under the Amended LTIP, resulting in a new aggregate share reserve of 3,637,326.13 Common Shares. Except for the increase in the number of shares authorized for issuance, the Amendment would not materially change the terms of the Current LTIP.

The Amended LTIP will continue to provide the Compensation Committee with the flexibility to structure equity-based compensation arrangements that support the Company's evolving business objectives, reward sustained performance and promote the creation of long-term shareholder value. The Amended LTIP authorizes a variety of equity-based awards intended to encourage stock ownership among eligible officers, employees, consultants, other service providers and non-employee directors.

As of October 9, 2026, 460,424 Common Shares remained available for issuance under the Current LTIP. We believe that increasing the available share reserve is necessary to maintain a competitive compensation program, support the Company's long-term growth strategy and ensure that the Company can continue to attract, motivate and retain the talent essential to its success.

A conformed copy of the Amended LTIP is attached to this Proxy Statement as Appendix B. The following description of the Amended LTIP is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix B.

Why We Believe You Should Vote for This Proposal

The Board believes that approval of the Amendment is in the best interests of the Company and its shareholders because it will provide the Company with the resources necessary to attract and retain critical talent, reinforce a performance-driven culture, align compensation with long-term shareholder value creation and preserve financial flexibility as the Company executes its strategic growth initiatives.

•Equity Compensation is Critical to Attracting and Motivating Talent. The customer experience industry is undergoing a fundamental transformation driven by artificial intelligence, automation, advanced analytics and increasingly sophisticated technology-enabled service delivery. As the Company continues to expand its capabilities and invest in innovative solutions, its long-term success depends on attracting, developing and retaining highly skilled professionals with the technical, operational and leadership expertise necessary to execute its strategy.

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Competition for these individuals is particularly intense, especially in areas involving artificial intelligence, machine learning, digital transformation, engineering, technology integration and complex enterprise solutions. We compete for talent not only with traditional customer experience providers but also with technology companies, software providers and other businesses seeking many of the same specialized skills. Equity-based compensation is a critical component of our ability to compete effectively in this environment. It enables us to offer compensation opportunities that are competitive with those of other employers while directly connecting a portion of employee compensation to the Company's long-term performance and shareholder value creation. The additional share authorization will provide the Compensation Committee with the flexibility necessary to support the Company's talent acquisition and retention strategies as our business continues to evolve. We believe that the inability to offer competitive equity incentives could place the Company at a meaningful disadvantage in attracting and retaining the individuals responsible for driving innovation, strengthening client relationships, expanding our technology capabilities and delivering sustainable growth.

•Broad-Based Equity Program is Critical to Retaining Talent Beyond the Executive Level. Although equity awards are an important component of executive compensation, their value extends beyond the Company's most senior officers. As our business has grown in size, geographic reach and operational complexity, the contributions of key leaders throughout the organization have become increasingly important to our success. Our ability to deliver high-quality services, execute complex client engagements, implement new technologies and expand into attractive markets depends on the continuity and expertise of individuals across multiple management levels and specialized functions. Our equity compensation program currently extends beyond senior executive management to key employees and critical talent throughout the organization. While limited in participation relative to our overall workforce, this group includes individuals whose expertise, institutional knowledge and leadership responsibilities are particularly important to the Company's operational performance and strategic objectives. We believe that providing these employees with a meaningful ownership opportunity strengthens retention, encourages collaboration across functions and reinforces a shared commitment to the Company's long-term success. Equity awards are particularly effective in supporting retention because their multi-year vesting schedules encourage employees to remain with the Company while contributing to its continued growth and performance. In an industry characterized by intense competition for specialized talent, maintaining this incentive structure is important to minimizing disruption, preserving institutional knowledge and supporting continuity in the execution of our strategic priorities. Without additional share capacity, our ability to continue offering competitive equity incentives to these critical employees would be significantly constrained. We believe this could adversely affect our ability to retain and motivate the talent necessary to sustain our competitive position.

•Equity Incentives Reinforce Leadership Accountability and Shareholder Alignment. We believe that a well-designed equity compensation program is one of the most effective mechanisms for aligning the interests of management with those of shareholders. Equity awards provide our executives and other key employees with a direct financial interest in the Company's long-term success. By linking a meaningful portion of compensation to the value of our Common Shares, these awards encourage decisions that support sustainable growth, disciplined capital allocation, operational efficiency and long-term value creation. Our compensation philosophy emphasizes rewarding performance over time rather than encouraging decisions focused exclusively on short-term results. Multi-year vesting requirements and performance-based equity awards are intended to reinforce this philosophy by promoting leadership continuity and encouraging management to pursue strategies that generate lasting benefits for shareholders. Performance-based equity awards also provide the Compensation Committee with the ability to establish measurable objectives that reflect the Company's strategic and financial priorities,

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thereby strengthening accountability for results. We believe that maintaining sufficient shares in our long-term incentive plan is essential to preserving this alignment. Without the ability to grant meaningful equity incentives, the Company could become increasingly reliant on cash compensation arrangements that may not provide the same direct connection between compensation outcomes and shareholder returns.

Approval of the Amendment will allow us to continue rewarding those who execute our strategy, encouraging them to think and act like owners of the Company.

•We Have Demonstrated a Disciplined Approach to Equity Compensation and Capital Allocation. We recognize that the issuance of additional equity awards may result in dilution to existing shareholders. Accordingly, the Board and Compensation Committee seek to balance the benefits of equity-based compensation against the potential dilutive impact of such awards. Our approach to equity compensation is grounded in the belief that share-based incentives should be used thoughtfully, with a focus on rewarding performance, retaining critical talent and supporting long-term shareholder value creation. This philosophy is consistent with our broader commitment to disciplined capital allocation.

During fiscal 2026, the Company repurchased approximately 0.5 million Common Shares, representing an investment of approximately $14.4 million. These repurchases demonstrate our commitment to returning capital to shareholders while investing in the people, capabilities and technologies necessary for future growth. Although share repurchases do not eliminate the potential dilution associated with equity awards, we believe our capital allocation strategy reflects an appropriate balance between investing in the Company's long-term success and managing the interests of existing shareholders.

The proposed increase of 1,000,000 Common Shares would provide flexibility for future equity awards, rather than to authorize an immediate issuance of the entire reserve. Actual share issuance will depend on future awards, applicable vesting requirements and the terms of the Amended LTIP.

We believe the proposed increase represents a prudent investment in the Company's human capital and our ability to generate sustainable long-term shareholder value.

•The LTIP Includes Important Shareholder Protections and Governance Safeguards. The Board and Compensation Committee recognize shareholders' expectations for appropriate governance protections and responsible stewardship of shareholder capital. The Amended LTIP maintains provisions designed to support these objectives, including restrictions on the repricing of underwater stock options and stock appreciation rights without shareholder approval. Dividend equivalents on applicable performance-based and service-based full-value awards are accrued and paid only to the extent the underlying awards vest so participants do not receive the economic benefits from unearned or unvested awards. In addition, equity awards under the Amended LTIP are subject, where applicable, to the Company's Compensation Recoupment (Clawback) Policy, which provides for the recovery of certain compensation under specified circumstances. These governance features are intended to discourage excessive risk-taking, reinforce accountability and ensure that equity compensation arrangements remain appropriately aligned with shareholder interests. Importantly, these protections are existing features of the Company's compensation framework and are not being presented as newly adopted provisions of the Amendment. We believe that the continuation of these governance safeguards, together with the Compensation Committee's oversight of equity awards, provides shareholders with important protections while preserving the flexibility necessary to maintain a competitive compensation program.

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•The LTIP Does Not Include an Evergreen Provision or Automatic Share Replenishment. The Current LTIP does not contain an evergreen provision that automatically increases the number of shares available for issuance on an annual or other recurring basis. Any increase in the authorized share reserve requires shareholder approval.

We believe this structure is an important shareholder protection because it provides investors with the opportunity to evaluate proposed increases in the equity compensation pool and assess the Company's use of equity incentives before authorizing additional shares. The Amendment preserves this approach. Approval of the Amendment would authorize a specified increase of 1,000,000 Common Shares, not an open-ended or automatically replenishing share reserve. The absence of an evergreen provision reflects our commitment to transparency, shareholder oversight and disciplined equity compensation practices.

•Additional Equity Capacity Will Preserve Cash Resources and Support Financial Flexibility.

Equity-based compensation provides the Company with an important tool for balancing competitive compensation with the need to preserve cash for operational and strategic investments. As of October 9, 2026, 460,424 Common Shares remained available for issuance under the Current LTIP. We believe this may be insufficient to support the Company's anticipated long-term equity compensation needs. If shareholders do not approve the Amendment, the Company may be required to reconsider the structure of its compensation programs, including potentially increasing the cash component of compensation offered to executives, key employees and non-employee directors. A greater reliance on cash compensation could reduce the Company's financial flexibility and limit resources otherwise available to support strategic priorities, including investments in artificial intelligence, technology infrastructure, innovation, client expansion and other growth opportunities. In addition, cash-based compensation arrangements may not provide the same direct alignment with long-term shareholder value creation as equity awards. We believe that preserving an appropriate balance between cash and equity compensation is particularly important as the Company continues to pursue opportunities in an evolving and highly competitive industry. Approval of the Amendment will allow the Company to maintain that balance while preserving the ability to deploy capital in support of initiatives designed to enhance long-term shareholder returns.

•Approval of the Amendment Is an Investment in the Company's Future and Long-Term Shareholder Value. The proposed increase in the Current LTIP share reserve is not simply a request for additional compensation capacity. It is an important component of our broader strategy to position the Company for sustained growth and long-term success. Our ability to execute our strategic priorities depends on the continued contributions of experienced leaders, innovative technical professionals and high-performing employees who understand our business, our clients and the increasingly complex technologies shaping our industry. We believe that the value created by attracting, motivating and retaining these individuals can meaningfully exceed the potential dilutive impact of appropriately structured equity awards. By providing the Company with the ability to continue offering competitive, performance-oriented equity compensation, the Amendment will support the retention of key talent, promote accountability for long-term results and strengthen the alignment between employee performance and shareholder outcomes. The Board and Compensation Committee believe that the proposed additional share authorization is reasonable and appropriate in light of the Company's anticipated compensation needs, strategic growth objectives and commitment to responsible corporate governance.

For these reasons, the Board believes that approval of the Amendment is in the best interests of the Company and its shareholders and recommends that shareholders vote FOR the proposal to amend the Ibex Limited Amended and Restated 2020 Long-Term Incentive Plan.

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We believe the proposed increase is a measured and responsible investment in the Company's future. Our ability to create sustainable shareholder value depends upon attracting, retaining and motivating the talented individuals who drive our operational performance, technological innovation and strategic growth. The Amendment will provide the Company with the flexibility necessary to maintain competitive, performance-oriented compensation programs while preserving cash resources, reinforcing management accountability and aligning the interests of our employees with those of our shareholders.

We believe that approving the Amendment is an important step in supporting the Company's continued success and delivering long-term value to our shareholders. A summary of key terms and other information regarding the Amended LTIP is provided below.

Our Board unanimously recommends a vote FOR the proposal to approve the Amendment to the Ibex Limited Amended and Restated 2020 Long-Term Incentive Plan

Overhang and Dilution

The following includes aggregated information regarding our view of the overhang and dilution associated with the Current LTIP, and the potential dilution associated with the Amended LTIP. This information is as of June 30, 2026.

Based on the closing price on the Nasdaq Stock Market for our Common Shares on October 9, 2026 of $44.52 per share, the aggregate market value as of October 9, 2026 of the additional 1,000,000 Common Shares requested under the Amended LTIP was $44,520,000.

The additional reserve does not mean all 1,000,000 shares will be issued immediately. The Company retains discretion over future awards, subject to the terms of the Amended LTIP. Actual dilution depends on the awards granted, the type of awards, vesting, settlement and other applicable factors.

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Burn Rate

Burn rate provides a measure of the potential dilutive impact of our annual equity award program. Set forth below is a table that reflects our burn rate as of fiscal year end for 2026, 2025 and 2024, as well as the average over those years:

We currently anticipate that the shares available for issuance following the approval of the Amended LTIP will last for about three years, based on our forecasted grant rates and the approximate current share price, but could last for a different period of time if actual practice does not match recent rates or our share price changes materially.

Summary of Material Terms of the Amended LTIP

Purpose

We believe that the Amended LTIP will enable us to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, consultants and directors, and to promote the success of our business. The Amended LTIP is designed to:

•promote the long-term financial interests and growth of our Company and its subsidiaries by attracting and retaining directors and employees, which include management as well as other personnel;

•motivate management by means of growth-related incentives to achieve long-range goals; and

•further the alignment of the interests of participants and those of our shareholders, through opportunities for increased share or share-based ownership in our Company.

Administration

The Amended LTIP will be administered by the “Administrator”, as defined below. For the purposes of the Amended LTIP, “Administrator” means our Compensation Committee, or such other committee(s) of director(s) duly appointed by our Board or our Compensation Committee to administer the Amended LTIP or delegated limited authority to perform administrative actions under the Amended LTIP, and having such powers as shall be specified by our Board or our Compensation Committee, provided, however, that at any time our Board may serve as the Administrator in lieu of or in addition to our Compensation Committee or such other committee(s) of director(s) to whom administrative authority has been delegated. As of October 9, 2026, the Administrator is the Compensation Committee. The Administrator has the authority, in its sole and absolute discretion, to grant awards under the Amended LTIP to eligible individuals, and to take all other actions necessary or desirable to carry out the purpose and intent of the Amended LTIP. Further, the Administrator has the authority, in its sole and absolute discretion, subject to the terms and conditions of the Amended LTIP, to, among other things:

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•determine the eligible individuals to whom, and the time or times at which, awards shall be granted;

•determine the type of awards to be granted to any eligible individual;

•determine the number of shares to be covered by or used for reference purposes for each award or the value to be transferred pursuant to any award; and

•determine the terms, conditions and restrictions applicable to each award and any shares acquired pursuant thereto, including, without limitation, (i) the purchase price of any shares, (ii) the method of payment for shares purchased pursuant to any award, (iii) the method for satisfying any tax withholding obligation arising in connection with any award, including by the withholding or delivery of shares, (iv) the timing, terms and conditions of the exercisability, vesting or payout of any award or any shares acquired pursuant thereto, (v) the performance goals applicable to any award and the extent to which such performance goals have been attained, (vi) the time of the expiration of an award, (vii) any such modification, amendment or substitution that results in repricing of the award which may be made without prior shareholder approval, (viii) the effect of a participant’s Termination of Service, as defined in the Amended LTIP, on any of the foregoing and (ix) all other terms, conditions and restrictions applicable to any award or shares acquired pursuant thereto as the Administrator considers to be appropriate and not inconsistent with the terms of the Amended LTIP.

Eligibility

Subject to certain exceptions, officers and employees of, and other individuals, including non-employee directors, who are natural persons providing bona fide services to or for, the Company or its subsidiaries, as well as certain prospective service providers, are eligible to participate in the Amended LTIP. As of June 30, 2026, there were approximately 9 officers, 265 non-officer employees, 7 non-employee directors, and 2 other service providers of the Company eligible to participate in the Current LTIP. The basis for participation in the Amended LTIP is being eligible and selected by the Administrator or its designee to receive a grant thereunder.

Participation by Non-Employee Directors

Although our non-employee directors, including our independent directors, are not involved in the day-to-day running of our operations, they play an invaluable role in furthering our business interests by contributing their experience and expertise. It is crucial for us to be able to attract, retain and incentivize such individuals. It may not always be possible to quantify the services and contributions of our non-employee directors to our Company, and accordingly, it may not always be possible to compensate them fully or appropriately by increasing their directors’ fees or other cash payments. To that end, participation by non-employee directors in the Amended LTIP provides our Company with a further avenue via which to acknowledge and reward their services and contributions to our Company. In addition, we believe that opportunities for increased shares or share-based ownership in our Company will further the alignment of the interests of our non-employee directors with the interests of our shareholders.

Available Shares

Subject to adjustment, a maximum of 3,637,326.13 Common Shares may be awarded under the Amended LTIP (which consists of the original 1,287,326.13 Common Shares approved in fiscal year 2020, an additional 700,000 Common Shares added in fiscal year 2022, an additional 650,000 Common Shares added in fiscal year 2026 and an additional 1,000,000 Common Shares proposed to be added pursuant to the Amendment). As of October 9, 2026, 460,424 Common Shares remained available for issuance under the Current LTIP. Shares issued under Amended LTIP may consist in whole or in part of authorized but unissued shares or treasury shares. This limit may be adjusted to reflect certain changes in our capitalization, such as share splits, reverse share splits, share dividends, recapitalizations, rights offerings,

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reorganizations, mergers, consolidations, spin-offs, split-ups and similar transactions. Subject to adjustment as provided in the provision of the Amended LTIP pertaining to the occurrence of certain corporate transactions, the maximum number of shares that may be issued pursuant to share options granted under the Amended LTIP that are intended to qualify as “incentive stock options” as that term is defined in Section 422 of the Internal Revenue Code (the “Code”) is 3,500,000 (provided that only the Common Shares originally reserved for issuance in 2020 will be eligible to be granted as incentive stock options).

If any award of Common Shares under the Amended LTIP or IBEX Holdings Limited 2018 Restricted Share Plan (the “2018 RSA Plan”) expires or is forfeited in whole or in part, the unused Common Shares covered by such awards shall again be available for the grant under the Amended LTIP. Additionally, any Common Shares used to satisfy the applicable tax withholding obligations with respect to any awards under the Amended LTIP or the 2018 RSA Plan (including shares retained from the award creating the tax obligation) shall be added back to the number of shares available for the future grant of awards under the Amended LTIP. The Amended LTIP’s share pool shall not be increased by any Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of share options.

Maximum Entitlements

Under the Amended LTIP the Administrator may establish compensation for our non-employee directors from time to time, provided that the sum of any cash compensation and the grant date fair value of awards granted under the Amended LTIP to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed $450,000; provided, however, that in a non-employee director’s first year of service, compensation for services may not exceed $900,000. The Administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving such non-employee director.

Types of Awards

Awards may be granted individually or in tandem with other types of awards, concurrently with or with respect to outstanding awards. All awards are subject to the terms and conditions provided in the award agreement, which shall be delivered to the participant receiving such award upon, or as promptly as is reasonably practicable following, the grant of such award. Unless otherwise specified by the Administrator, in its sole discretion, or otherwise provided in the award agreement, an award shall not be effective unless the award agreement is signed or otherwise accepted by the Company and the participant receiving the award (including by electronic delivery and/or electronic signature). Participants are not required to pay for the application or acceptance of awards.

•Share Options. The Administrator may grant awards of share options (“Share Options”). A Share Option means a right to purchase a specified number of Common Shares from the Company at a specified price during a specified period of time. The exercise price per share subject to a Share Option granted under the Amended LTIP shall not be less than the fair market value of one share on the date of grant of the Share Option, except as provided under applicable law or with respect to Share Options that are granted in substitution of similar types of awards of a company acquired by our Company or with which our Company combines (whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or otherwise) to preserve the intrinsic value of such awards. The Administrator may from time to time grant to eligible individuals awards of incentive stock options or nonqualified stock options; provided, however, that awards of incentive stock options shall be limited to employees of the Company or of any current or hereafter existing “parent corporation” or “subsidiary corporation,” as

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defined in Sections 424(e) and 424(f) of the Code, respectively, of the Company, and any other eligible individuals who are eligible to receive incentive stock options under the provisions of Section 422 of the Code. No Share Option shall be an incentive stock option unless so designated by the Administrator at the time of grant or in the applicable award agreement. Share Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that awards of Share Options may not have a term in excess of ten years’ duration unless required otherwise by applicable law. Except as provided in the applicable award agreement or otherwise determined by the Administrator, to the extent Share Options are not vested and exercisable, a participant’s Share Options shall be forfeited upon his or her Termination of Service. Share Options granted under the Amended LTIP may not provide for any dividends or dividend equivalents thereon.

•Share Appreciation Rights. The Administrator may grant awards of share appreciation rights. A share appreciation right entitles the participant to receive, subject to the provisions of Amended LTIP and the applicable award agreement, a payment having an aggregate value equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of Common Share over (B) the base price per share specified in the applicable award agreement, times (ii) the number of shares specified by the share appreciation right, or portion thereof, which is exercised. The base price per share specified in the applicable award agreement shall not be less than the lower of the fair market value on the date of grant or the exercise price of any tandem share option to which the share appreciation right is related, or with respect to share appreciation rights that are granted in substitution of similar types of awards of a company acquired by the Company or a subsidiary or with which the Company or a subsidiary combines (whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or share, or otherwise) such base price as is necessary to preserve the intrinsic value of such awards. Share appreciation rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that share appreciation rights granted under the Amended LTIP may not have a term in excess of ten years unless otherwise required by applicable law. Except as provided in the applicable award agreement or otherwise determined by the Administrator, to the extent share appreciation rights are not vested and exercisable, a participant’s share appreciation rights shall be forfeited upon his Termination of Service. Share appreciation rights granted under the Amended LTIP may not provide for any dividends or dividend equivalents thereon.

•Share Awards. The Administrator may grant awards of unrestricted Common Shares or restricted shares (collectively, “Share Awards”) on such terms and conditions, such as performance based on certain performance criteria, and for such consideration, including no consideration or such minimum consideration as the Administrator shall determine, subject to the limitations set forth in the Amended LTIP. Share Awards shall be evidenced in such manner as the Administrator may deem appropriate, including via book-entry registration. The Administrator shall determine the terms and conditions of a Share Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. Dividends declared on restricted shares shall be held by the Company and made subject to forfeiture until the underlying restricted shares vest. For the avoidance of doubt, any dividends or other distributions shall accrue and only be paid to the extent the corresponding portion of the award of restricted shares becomes vested.

•Share Units. The Administrator may, from time to time, grant to eligible individuals awards of unrestricted share units or restricted share units. For the purposes of the Amended LTIP, “restricted share unit” means a right granted to a participant to receive shares or cash at the end of a specified deferral period, which right may be conditioned on the satisfaction of certain requirements, including the satisfaction of certain performance goals. Restricted share units shall be subject to such vesting, risk of forfeiture and/or payment provisions as the Administrator may impose at the date of grant. The restriction period to which such vesting and/or risk of forfeiture applies may lapse under such circumstances, including without limitation upon the attainment of

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performance goals, in such installments, or otherwise, as the Administrator may determine. Until shares are issued to the participant in settlement of share units, the participant shall not have any rights of a shareholder with respect to the share units or the shares issuable thereunder. The Administrator may grant the participant the right to dividend equivalents on share units; provided, however, that dividend equivalents declared payable on share units shall be accrued and made subject to forfeiture until such share units vest. For the avoidance of doubt, any dividend equivalents or other distributions shall accrue and only be paid to the extent the corresponding portion of the award of share units becomes vested.

•Performance Shares and Performance Units. An award of Performance Shares, as that term is used in the Amended LTIP, refers to Common Shares or stock units that are expressed in terms of our Common Shares, the issuance, vesting, lapse of restrictions or payment of which is contingent on performance as measured against predetermined objectives over a specified performance period. An award of Performance Units, as that term is used in the Amended LTIP, refers to dollar-denominated units valued by reference to designated criteria established by the administrator, other than our Common Shares, whose issuance, vesting, lapse of restrictions or payment is contingent on performance as measured against predetermined objectives over a specified performance period. The applicable award agreement will specify whether Performance Shares and Performance Units will be settled or paid in cash or Common Shares or a combination of both, or will reserve to the Administrator or the participant the right to make that determination prior to or at the payment or settlement date. The Administrator will, prior to or at the time of grant, condition the grant, vesting or payment of, or lapse of restrictions on, an award of Performance Shares or Performance Units upon (A) the attainment of performance goals during a performance period or (B) the attainment of performance goals and the continued service of the participant. The length of the performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be conclusively determined by the Administrator in the exercise of its absolute discretion. Performance goals may include minimum, maximum and target levels of performance, with the size of the award or payout of Performance Shares or Performance Units or the vesting or lapse of restrictions with respect thereto based on the level attained. An award of Performance Shares or Performance Units will be settled as and when the award vests or at a later time specified in the award agreement or in accordance with an election of the participant, if the Administrator so permits, that meets the requirements of Section 409A or Section 457A of the Code. Performance goals applicable to performance-based awards may be awarded based on performance metrics to be attained within a predetermined performance period as they may apply to an individual, one or more business units, divisions, or affiliates, or on a company-wide basis, and in absolute terms, relative to a base period, or relative to the performance of one or more comparable companies, peer groups, or an index covering multiple companies. The Administrator may, in its discretion, adjust the performance goals applicable to any awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes.

•Other Share-Based Awards. The Administrator may, from time to time, grant to eligible individuals awards in the form of Other Share-Based Awards. For the purposes of the Amended LTIP, “Other Share-Based Award” means an award of shares or any other award that is valued in whole or in part by reference to, or that is otherwise based upon, shares, including without limitation dividend equivalents and convertible debentures. Dividend equivalents payable on Other Share-Based Awards shall be accrued and made subject to forfeiture until such Other Share-Based Awards vest. For the avoidance of doubt, any dividend equivalents or other distributions shall accrue and only be paid to the extent the corresponding portion of the Other Share-Based Award becomes vested.

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Adjustment Events

In the event of a merger, amalgamation, consolidation, rights offering, statutory share exchange or similar event affecting our Company (each, a “Corporate Event”), or a share dividend, share split, reverse share split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision or recapitalization or similar event affecting the capital structure of our Company (each, a “Share Change”), the Administrator shall make equitable and appropriate substitutions or proportionate adjustments to (a) the aggregate number and kind of shares or other securities on which awards under the Amended LTIP may be granted to eligible individuals, (b) the maximum number of shares or other securities with respect to which awards may be granted during any one calendar year to any individual, (c) the maximum number of shares or other securities that may be issued with respect to incentive stock options granted under the Amended LTIP, (d) the number of shares or other securities covered by each outstanding award and the exercise price, base price or other price per share, if any, and other relevant terms of each outstanding award and (e) all other numerical limitations relating to awards, whether contained in the Amended LTIP or in award agreements; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated and that no such adjustment shall be made if as a result, the participant receives a benefit that a shareholder does not receive and any adjustment (except in relation to a capitalization issue) must be confirmed in writing by the auditors of our Company (acting as experts and not as arbitrators) to be, in their opinion, fair and reasonable.

In the case of Corporate Events, the Administrator may make such other adjustments to outstanding awards as it determines to be appropriate and desirable, which adjustments may include, without limitation, (a) the cancellation of outstanding awards in exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such awards, as determined by the Administrator in its sole discretion (it being understood that in the case of a Corporate Event with respect to which shareholders receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Administrator that the value of a share option or share appreciation right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each share pursuant to such Corporate Event over the exercise price or base price of such share option or share appreciation right shall conclusively be deemed valid and that any share option or share appreciation right may be cancelled for no consideration upon a Corporate Event if its exercise price or base price equals or exceeds the value of the consideration being paid for each share pursuant to such Corporate Event), (b) the substitution of securities or other property (including, without limitation, cash or other securities of our Company and securities of entities other than our Company) for the shares subject to outstanding awards and (c) the substitution of equivalent awards, as determined in the sole discretion of the Administrator, of the surviving or successor entity or a parent thereof.

Change in Control

In the event of a change in control, as defined in the Amended LTIP, of our Company, outstanding awards will terminate upon the effective time of the change in control unless provision is made for the continuation, assumption or substitution of awards by the surviving or successor entity or its parent. Unless an award agreement says otherwise, the following will occur with respect to awards that terminate in connection with a change in control of our Company:

•share options and share appreciation rights will become fully exercisable and holders of these awards will be permitted immediately before the change in control to exercise them;

•restricted shares and share units with time-based vesting (i.e., not subject to achievement of performance goals) will become fully vested immediately before the change in control, and share units will be settled as promptly as is practicable in accordance with applicable law; and

•restricted shares and share units that vest based on the achievement of performance goals will vest as if the performance goal for the unexpired performance period had been achieved at the

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target level; and the performance share units will be settled as promptly as is practicable in accordance with applicable law.

In addition, unless otherwise specified in an award agreement or determined by the Compensation Committee, in the event that (i) outstanding awards are continued, assumed or substituted in connection with a change in control by the surviving or successor entity and (ii) within two years following such change in control, a participant experiences a Termination of Service as a result of a termination by the Company without cause, then such continued, assumed or substituted awards held by such participant shall become fully vested and exercisable.

Shareholder Rights

Except as otherwise provided in the applicable award agreement, and with respect to an award of restricted shares, a participant will have no rights as a shareholder with respect to Common Shares covered by any award until the participant becomes the record holder of such Common Shares.

Amendment and Termination

Our Board of Directors may, at any time, amend or terminate the Amended LTIP but no amendment or termination may be made that would materially and adversely affect the rights of any participant under any outstanding award, without his or her consent, except such an amendment made to comply with applicable law or rule of any securities exchange or market on which our shares are listed or admitted for trading or to prevent adverse tax or accounting consequences to our company or the participant. If required to comply with Bermuda law and any other applicable laws or stock exchange rules or the rules of any automated quotation systems (other than any requirement which may be disapplied by the Company following any available home country exemption), the Company shall obtain shareholder approval of any amendment to the Amended LTIP in such a manner and to such a degree as required.

Amendment of Awards

The Administrator may unilaterally amend the terms of any award theretofore granted, but no such amendment shall materially impair the rights of any participant with respect to an award without the participant’s consent, except such an amendment made to cause the Amended LTIP or award to comply with applicable law, applicable rule of any securities exchange on which our Common Shares are listed or admitted for trading, or to prevent adverse tax or accounting consequences for the participant or our company or any of our affiliates. For purposes of the foregoing sentence, an amendment to an award that results in a change in the tax consequences of the award to the participant shall not be considered to be a material impairment of the rights of the participant and shall not require the participant’s consent. Except in connection with a corporate transaction or event under Adjustment Events above or in connection with a change in control, the terms of outstanding awards may not be amended to reduce the exercise price of outstanding share options or the base price of outstanding share appreciation rights, or cancel outstanding “underwater” share options or share appreciation rights (including following a participant’s voluntary surrender of “underwater” share options or share appreciation rights) in exchange for cash, other awards or share options or share appreciation rights with an exercise price or base price, as applicable, that is less than the exercise price of the original share option or base price of the original share appreciation right, as applicable, without shareholder approval.

Transferability

Subject to certain limited exceptions, awards under the Amended LTIP may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution.

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Effective Date; Term

The Amended LTIP will remain in effect, subject to the right of our Board or our Compensation Committee to amend or terminate the Amended LTIP at any time, until the earlier of (a) the earliest date as of which all awards granted under the Amended LTIP have been satisfied in full or terminated and no shares approved for issuance under the Amended LTIP remain available to be granted under new awards, or (b) December 5, 2035. No awards will be granted under the Amended LTIP after such termination date. Subject to other applicable provisions of the Amended LTIP, all awards made under the Amended LTIP on or before December 5, 2035, or such earlier termination of the Amended LTIP, shall remain in effect until such awards have been satisfied or terminated in accordance with the Amended LTIP and the terms of such awards.

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Historical Awards

Since its inception, the following grants have been made under the Current LTIP to the persons and categories of persons identified below:

*The number of PSUs in the table above assumes target (100%) payout for all awards.

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New Plan Benefits

Future awards under the Amended LTIP will be made at the discretion of the Compensation Committee; therefore, it is not currently possible to quantify the benefits or amounts that may be received by the named executive officers or groups noted in the table below pursuant to the Amended LTIP in the future. However, we have estimated awards that are anticipated to be made in fiscal year 2027 to our non-employee directors based on the current non-employee director compensation program.

U.S. Federal Income Tax Consequences

The following is a brief summary of certain of the Federal income tax consequences of certain transactions under the Amended LTIP based on Federal income tax laws in effect. This summary, which is presented for the information of shareholders considering how to vote on this proposal and not for Amended LTIP participants, is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Tax Consequences to Participants

Restricted Shares

The recipient of restricted shares generally will be subject to tax at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the recipient for such restricted shares) at such time as the restricted shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code ("Restrictions"). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

Performance Shares and Performance Units

No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of the earn-out of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted Common Shares received.

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Nonqualified Stock Options

In general:

•no income will be recognized by an optionee at the time a non-qualified stock option is granted;

•at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and

•at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Incentive Stock Options

No income generally will be recognized by an optionee upon the grant or exercise of an “incentive stock option” as defined in Section 422 of the Code. If Common Shares are issued to the optionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.

If Common Shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

Share Appreciation Rights

No income will be recognized by a participant in connection with the grant of a share appreciation right. When the share appreciation right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted Common Shares received on the exercise.

Restricted Share Units

No income generally will be recognized upon the award of restricted share units. The recipient of a restricted share unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted Common Shares on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such restricted share units), and the capital gains/loss holding period for such shares will also commence on such date.

Tax Consequences to the Company and its Subsidiaries

To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section

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280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

Registration with the SEC

We intend to file a Registration Statement on Form S-8 relating to the issuance of Common Shares under the Amended LTIP with the SEC pursuant to the Securities Act of 1933, as amended (the "Securities Act"), as soon as practicable after approval of the Amended LTIP by our shareholders.

Equity Compensation Plan Information

The following table provides certain information with respect to all of our equity compensation plans as of June 30, 2026:

(1) Refers to the Current LTIP.

(2) This number reflects the stock options, time-based RSUs and PSUs granted under the Current LTIP.

(3) Represents weighted average exercise price for outstanding stock options with respect to 434,179 common shares.

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PROPOSAL EIGHT

APPOINTMENT OF THE COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUTHORIZATION OF AUDIT COMMITTEE TO FIX REMUNERATION OF AUDITOR AND INDEPENDENT PUBLIC ACCOUNTING FIRM

In accordance with Section 89 of the Companies Act, our shareholders have the authority to appoint our auditors and independent registered public accounting firm and to authorize the Audit Committee, acting on behalf of the Board, to fix the remuneration of such firm. At the Annual Meeting, shareholders will be asked to appoint Deloitte & Touche LLP ("Deloitte") as our auditor and independent registered public accounting firm and authorize the Audit Committee to fix the remuneration of Deloitte for the fiscal year ending June 30, 2027.

Deloitte has served as the Company’s auditor and independent registered public accounting firm since October 28, 2021. Representatives of Deloitte are not expected to be physically present at the Annual Meeting. However, they will be available online during the Annual Meeting and will have an opportunity to make a statement if they wish and be available to respond to appropriate questions from shareholders.

We are asking shareholders to ratify the Audit Committee’s selection of Deloitte as our auditor and independent registered public accounting firm and authorize the Audit Committee to fix the remuneration of Deloitte for the fiscal year ending June 30, 2027. In the event that shareholders do not re-appoint Deloitte at the Annual Meeting, Deloitte shall hold office until a successor is appointed in accordance with Bermuda law and our Bye-laws.

Audit Fees and Services

The following is a summary of fees paid or to be paid to Deloitte for services rendered over the prior two fiscal years.

(1) Audit fees are the aggregate fees billed or expected to be billed for each of fiscal years ended June 30, 2026 and June 30, 2025 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of quarterly financial statements for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

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Pre-Approval Policy

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval policy, under which the Audit Committee annually reviews and pre-approves the services that are expected to be provided by the outside auditor. Any engagement to provide audit or non-audit services that has not been pre-approved through that process must be specifically pre-approved by the Audit Committee if it is to be provided by the outside auditor. All of the services provided by Deloitte to us since their appointment were pre-approved by the Audit Committee.

Our Board recommends a vote FOR the resolution to authorize the appointment of Deloitte as the Company’s auditor and independent registered public accounting firm and to authorize the Audit Committee to set the remuneration of Deloitte for the fiscal year ended June 30, 2027.

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Audit Committee Report*

The Audit Committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and SEC. Additionally, the Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon such review and discussion, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for filing with the SEC.

Submitted by:

Audit Committee of the Board of Directors:

Fiona Beck (Chair)

Daniella Ballou-Aares

Patrick McGinnis

* The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended or the Exchange Act.

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EXECUTIVE COMPENSATION

Loss of Emerging Growth Company Status

As of June 30, 2026, we ceased to qualify as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act because June 30, 2026 was the last day of the fiscal year in which the fifth anniversary of our initial public offering occurred. As a result, we are no longer entitled to rely on the exemptions and reduced disclosure requirements available to emerging growth companies. Accordingly, this Proxy Statement includes the executive compensation disclosures required for registrants that are not emerging growth companies, including the Pay versus Performance disclosure required by Item 402(v) of Regulation S-K. Because this is the first proxy statement in which we are required to provide the Pay Versus Performance disclosure following the loss of our emerging growth company status, we are using the transition provisions of Item 402(v) of Regulation S-K and are presenting three years of required information. We expect to add one additional year of information in each of the next two annual proxy statements in which the Pay Versus Performance disclosure is required.

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion & Analysis ("CD&A") describes the compensation of the following executive officers, whom we refer to as our named executive officers or "NEOs." For fiscal year 2026, our named executive officers and the positions each held as of June 30, 2026 were:

Messrs. Dechant, Greenwald, and Afdahl served in their positions for the full fiscal year. Mr. Darwal was promoted to the Chief AI & Digital Officer on January 1, 2026. Mr. Darwal previously served as the Company's Deputy Chief Financial Officer and President of ibex Digital. Mr. Ringman joined the Company as Chief Technology Officer on October 1, 2025.

About ibex

ibex is a global technology leader in outsourced business services and AI-powered customer experience solutions, enabling clients to acquire, engage and retain their customers. Through our integrated customer lifecycle experience platform, we combine customer engagement, digital acquisition and intelligent automation solutions with a global delivery model, proprietary technology and deep operational expertise to deliver differentiated experiences and measurable business outcomes.

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Fiscal Year 2026 Performance Highlights

Fiscal year 2026 results reflect the continued strength of our financial profile and best-in-class culture and client partnerships. We are proud to have delivered broad-based growth across key verticals, expanded our AI-enabled offerings and digital acquisition business, and generated record revenue, profitability and cash flow. These results demonstrate our ability to deliver superior customer experiences while investing to support future growth.

Fiscal Year 2026

1.Please see Exhibit A - for a reconciliation of non-GAAP items against the closest GAAP measures.

•Broad-based growth across four key verticals. Revenue growth was driven by HealthTech, Technology, Travel, Transportation and Logistics and Retail & E-commerce, as well as growth in ibex’s Wave iX solutions and digital acquisition business.

•Continued advancement of AI-enabled solutions. ibex delivered more than 10 successful AI Agent implementations across five verticals, extending the Company’s AI-powered customer experience capabilities.

•Scaled global delivery platform. As of fiscal year-end, ibex operated 30 delivery centers and employed approximately 35,000 people across its customer engagement operations.

•Record cash generation and investment to support growth. Operating cash flow increased to a record $59.0 million, compared with $45.7 million in fiscal 2025, and annual free cash flow increased to a record $31.2 million, compared with $27.3 million in fiscal 2025.

•Disciplined, strategic investments. Ibex invested $27.8 million in capital expenditures in the year, including offshore capacity expansion and technology and telecommunications equipment to support continued growth.

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Fiscal Year 2026 Incentive Plan Structure and Payouts

Target Pay Mix

In alignment with our compensation philosophy, the Compensation Committee believes a significant at-risk pay structure is appropriate to incentivize progress toward our nearer- and longer-term financial and strategic growth objectives. In fiscal year 2026, 77.3% of our CEO's total target pay opportunity and 73.2% of our other NEO’s total target pay opportunity on average was ‘at-risk,’ with value tied to the achievement of pre-set performance goals or stock price appreciation.

2026 Incentive Plan Structure

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Pay and Performance Alignment

Compensation Program Design

Compensation Philosophy and Objectives

The Compensation Committee is focused on maintaining an executive compensation program that supports ibex’s business strategy, reinforces a performance-oriented culture and aligns the interests of our executive leadership team with those of our shareholders. Our program is intended to attract, motivate and retain experienced leaders with the capabilities necessary to advance a global, client-focused business while delivering sustainable, long-term value creation.

In establishing compensation opportunities for our named executive officers, the Compensation Committee considers the scope and complexity of each executive’s role, individual experience and contributions, Company performance, retention considerations and competitive, market-based compensation data for comparable positions. The Compensation Committee seeks to maintain an appropriate balance between fixed and variable compensation, with a meaningful portion of each executive’s total compensation opportunity linked to the achievement of Company performance objectives directly tied to our ability to create shareholder value.

The primary objectives of our executive compensation program are as follows:

•Align pay with achievement of long-term growth, financial and operational objectives;

•Attract, retain and motivate high-caliber executive leaders;

•Promote a long-term ownership mindset and alignment with shareholder experience; and

•Maintain robust governance practices that support responsible risk-taking and value creation.

Compensation Determination Process

The Compensation Committee operates under a written charter and is responsible for reviewing and approving or making recommendations to the Board regarding the compensation of the Chief Executive Officer and other named executive officers, overseeing management evaluations, and reviewing and making recommendations to the Board regarding incentive compensation and equity plans.

The Chief Executive Officer’s performance is assessed annually through a written evaluation reviewed by the Compensation Committee and the Board Chair, which informs compensation decisions. The Chief Executive Officer does not participate in Compensation Committee deliberations regarding his own compensation. In carrying out its responsibilities, the Board and the Compensation Committee receive input from management and retain and receive advice from an independent compensation consultant.

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The Compensation Committee monitors and assesses risks associated with the Company’s compensation policies and practices, including whether those policies and practices are reasonably likely to have a material adverse effect on the Company.

The Chief Executive Officer makes recommendations to the Compensation Committee with respect to the compensation of the named executive officers, other than himself, based on their performance and contributions. The Chief People Officer and Chief Legal Officer also support the Compensation Committee in the administration, design and benchmarking of the Company’s compensation programs. The Compensation Committee retains ultimate responsibility for reviewing and approving executive compensation decisions.

Independent Compensation Consultant

The Compensation Committee has retained Exequity LLP (“Exequity”) as its independent compensation consultant. Exequity reports directly to the Compensation Committee, attends committee meetings at the Compensation Committee’s request, and performs no services for the Company other than those directed by the Compensation Committee. The Compensation Committee has assessed Exequity’s independence under the factors specified in the applicable Nasdaq listing standards and has concluded that no conflict of interest exists that would prevent Exequity from providing independent advice to the Compensation Committee.

Elements of Our Executive Compensation Program

Our executive compensation program balances fixed and variable pay, and short- and long-term incentives to align compensation outcomes with our strategic objectives and shareholder interests.

Peer Group

The Compensation Committee uses peer group data as an important reference point in its compensation decision-making, including in evaluating target compensation levels and pay-for-performance alignment, designing incentive programs, assessing equity utilization and reviewing executive compensation policies and practices. However, the Company does not target a specific percentile within the peer group for any element of its executive compensation program.

In selecting and evaluating peer companies, the Compensation Committee, in consultation with its independent compensation consultant, considers a range of factors, including:

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•ibex’s competitive market for executive talent;

•Industry comparability;

•Organizational size and operating characteristics;

•Scope and scale of operations; and

•Prevailing governance practices.

The Compensation Committee recognizes that a company may be a relevant business peer but not an appropriate compensation peer if its size, scale or organizational complexity differs meaningfully from the Company. Because few companies are directly comparable across every relevant dimension, the Committee does not expect each individual peer to align with the Company on all criteria. Instead, it seeks to construct a peer group that, in the aggregate, provides an appropriate and balanced benchmark for the Company’s executive compensation program.

Fiscal Year 2026 Peer Group

Our fiscal year 2026 peer group consisted of the following fourteen companies:

As part of the fiscal 2027 compensation review cycle, the Compensation Committee worked with its independent compensation consultant to review and update the Company’s peer group. The review was designed to ensure the peer group continues to reflect appropriately comparable companies based on such factors as revenue, operating focus, market capitalization and assets, organizational complexity, geographic footprint, industry profile and financial relevance, while also accounting for M&A activity.

The fiscal 2027 peer group was developed with the following considerations:

1.Competitors and related industries. The Compensation Committee identifies publicly traded companies listed on major U.S. exchanges that compete with the Company for business, executive talent or both, or operate in related industries. Primary consideration was given to companies classified within the Data Processing and Outsourced Services industry, companies in the Advertising, Application Software, Interactive Media and Services and IT Consulting industries.

2.Relative size. The Compensation Committee evaluated potential peers relative to the Company’s size, generally considering companies with revenues of approximately 0.35x to 2.5x and market capitalizations of approximately 0.25x to 4.0x the Company’s revenue and market capitalization, respectively.

3.Qualitative evaluation. The Compensation Committee applied judgment to assess the overall comparability and business fit of potential peers, including factors such as business model, service offerings, operating profile, geographic footprint and competition for executive talent.

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As a result of these considerations, the Company made the following changes to the peer group for fiscal year 2027, and the final fiscal year 2027 peer group is listed below.

Fiscal Year 2027 Peer Group

Compensation Program Governance

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2026 Executive Compensation Program

Base Salary

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Each NEO's initial base salary was provided in his or her employment agreement, and the base salaries of the Company's executives are reviewed and, if appropriate, adjusted on an annual basis.

In August 2025, the Committee approved market-based base salary adjustments for certain executives, including Mr. Afdahl based on market benchmarks, demonstrated leadership and contributions to the Company’s strategic and operational priorities.

1.Mr. Dechant's salary was increased during fiscal year 2025 from $600,000 to $650,000.

2.Mr. Darwal and Mr. Ringman were not named executive officers in fiscal year 2025.

Management Incentive Plan

All named executive officers are eligible to participate in the Management Incentive Plan (“MIP”), which is designed to incentivize the achievement of rigorous financial and operational objectives that support the Company’s annual progress toward long-term strategic objectives.

For fiscal year 2026, the MIP was based on two financial performance measures:

•Adjusted EBITDA (75% weighting); and

•Revenue (25% weighting).

The Compensation Committee selected Adjusted EBITDA as the primary performance measure because it reflects the Company’s ability to translate revenue into profitable growth and provides a meaningful measure of operating performance. Revenue serves as a complementary measure of topline performance and reinforces management team’s focus on client growth, service delivery and expansion of customer relationships. Together, these measures are intended to balance growth and profitability and align annual incentive outcomes with the Company’s key financial priorities.

Revenue is defined as the reported Revenue in the Company's quarterly and annual financial statements. Adjusted EBITDA is defined per Appendix A - Non-GAAP Measures except that it is calculated pre-incentive awards for the purposes of the MIP awards. MIP awards, if any, are calculated after finalization and release of the Company's financial results for the quarter or full year, as applicable, and are approved by the Company's Board, pursuant to recommendations by the Company's CEO, CFO and the Compensation Committee.

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The MIP is structured to require meaningful performance before any incentive is earned. No payout is provided for performance results below threshold performance level. At the respective threshold performance levels, participants earn 50% of the applicable target opportunity, while achievement of 100% of the applicable performance goal is required to earn a target payout. Except for the limited overachievement discretionary payout described below, payouts for the Adjusted EBITDA metric are capped at 100% of target, even if actual performance results exceed the established target performance level. For performance results that fall between established threshold and target achievement levels, payout is determined using linear interpolation.

If the full-year Adjusted EBITDA target is exceeded, then 20% of the Adjusted EBITDA over-attainment (the amount the Actual Adjusted EBITDA exceeded the MIP target Adjusted EBITDA) may be used for discretionary payouts at the sole discretion of the Company's CEO. Importantly, the accelerator applies only when actual Adjusted EBITDA exceeds the budgeted level, directly linking above-target incentive payouts to incremental profitability.

The amount of a participant's payout, if any, equals the product of (1) a participant's base salary at the time payment is calculated, (2) adjusted for any time not active in the plan, (3) times the participant's incentive percent eligibility, (4) times the payout percentage.

For fiscal 2026, named executive officers were eligible to receive payments during the first three fiscal quarters, each equal to one-eighth of their annual target incentive opportunity provided that the quarter's threshold performance goal is met. These payments are deducted from the final incentive payout determined based on full-year performance. The quarterly payment structure is designed to incentivize strong performance throughout the year while maintaining accountability for full-year results, which ultimately determine the annual incentive earned under the MIP.

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Fiscal Year 2026 MIP Payout Structure

1.Adjusted EBITDA for the MIP is defined as Adjusted EBITDA, except it is calculated pre-incentive awards.

2.The EBITDA Accelerator for fiscal year 2026 was a maximum of $1.42 million (20% of the Adjusted EBITDA over-attainment less estimated taxes). Per the recommendation of both the CEO and CFO, the Compensation Committee approved a 10% additional payout to each MIP participant ($1.03 million in the aggregate), based on the EBITDA accelerator funds available under the terms of the MIP.

3.Total may slightly differ from the sum of individual quarterly threshold, target and actual performance levels due to rounding.

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The fiscal year 2026 MIP bonuses paid to each NEO were calculated as follows:

1.Mr. Afdahl's salary increased in August 2025 from $400,000 to $440,000; his MIP bonus was pro-rated based on his salary in effect during the fiscal year.

2.Mr. Darwal's salary was increased on January 1, 2026 to $400,000 and his MIP Target was increased from 50% to 100% for his promotion to Chief AI & Digital Officer; his MIP bonus was pro-rated based on his salary and target percentage in effect during the fiscal year.

3.Mr. Ringman joined the Company on October 1, 2025; his MIP bonus was pro-rated for the time he was in service to the Company during fiscal year 2026.

Long-Term Incentive Plan

Fiscal Year 2026 Grants

The Compensation Committee believes that equity-based compensation is an important tool for attracting, retaining and motivating the executive talent necessary to execute our long-term strategy. Our long-term incentive program is designed to align the interests of our executives with those of our shareholders by linking a meaningful portion of compensation to sustained Company performance and long-term shareholder value creation, while encouraging disciplined decision-making and discouraging excessive risk-taking.

For fiscal year 2026, 50% of each executive’s long-term incentive opportunity was granted in the form of Performance Stock Units (“PSUs”), with the remaining 50% granted in the form of Restricted Stock Units (“RSUs”).

1.Mr. Darwal was awarded 3,000 RSUs in August 2025, as a special award, and 25,000 RSUs and 25,000 PSUs in February 2026 as part of his compensation package in his amended employment agreement and promotion to Chief AI and Digital Officer.

2.Mr. Ringman was awarded 15,000 RSUs and 15,000 PSUs in November 2025 as part of his compensation package in his employment agreement.

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Fiscal Year 2026 PSUs

The PSUs are earned based on the pre-set Total Shareholder Return (“TSR”) performance hurdles measured relative to the performance peer group companies, directly linking realized compensation to our performance relative to relevant peers, which include the following publicly listed U.S. and global companies:

To reinforce a sustained focus on shareholder value creation, the PSUs are divided into three equal tranches, each measured based on relative TSR over a progressively longer performance period commencing on July 1, 2025:

•One-third is measured over the one-year period ending June 30, 2026;

•One-third is measured over the two-year period ending June 30, 2027; and

•One-third is measured over the three-year period ending June 30, 2028.

For each performance period, the percentage of target PSUs earned is determined based on the Company’s relative TSR percentile ranking as follows:

TSR for ibex and its peers is calculated using the volume-weighted average stock price over the 30- trading days ending on the last day of each applicable performance period, including the value of dividends paid during such period.

The Compensation Committee approved a performance peer group for measuring relative TSR performance to incentivize ibex's value creation relative to companies competing with us for the same or closely related business. The Compensation Committee also included the Russell 2000 Index as a broader market benchmark, recognizing the wide range of investment alternatives available to shareholders and seeking to incentivize outperformance relative to the broader market.

If the Company’s absolute TSR is zero or negative for a performance period, the PSUs eligible to vest for that Performance Period will be capped at 100% of the applicable performance period target amount, regardless of the Company’s relative TSR percentile rank.

Depending on the Company’s TSR relative to the performance peer group during each applicable performance period, executives may earn up to 200% of the target number of PSUs. The aggregate value of the PSUs at vesting is capped at five times the grant-date fair market value of the target award, regardless of the level of relative TSR achievement or appreciation in the Company’s stock price.

Payouts for performance between the applicable achievement levels are determined using linear interpolation.

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The table below reflects the target number of PSUs granted to each participating named executive officer and the number and value of PSUs ultimately earned on July 31, 2026 based on the certified performance results for the performance period of July 1, 2025 - June 30, 2026.

1.Mr. Darwal was not included in this 2026 PSU grant.

2.Mr. Ringman's PSUs were certified on September 30, 2026 and per the terms of his grant document, the TSR was calculated using the 30-trading day period commencing on July 1, 2025, rather than ending July 1, 2025, which resulted in a relative TSR percentile of 81 for such period and a corresponding 181% payout.

Employment Compensation PSU Grant to Mr. Darwal

On February 11, 2026, as part of Mr. Darwal's employment compensation package for his promotion to Chief AI and Digital Officer, the Compensation Committee approved an equity award of 25,000 PSUs that vest in 5,000 share increments subject to achievement of five separate AI revenue performance triggers. As of June 30, 2026, none of these performance triggers had been met.

Fiscal Year 2026 RSUs

RSUs are designed to promote the retention and continuity of key executive talent while aligning executives’ interests with those of our shareholders. The awards vest in equal annual installments over four years, reinforcing the program’s long-term orientation, while their value is directly tied to the Company’s share price over the vesting period, aligning realized compensation with the shareholder experience.

One-Time Special Award for Mr. Darwal

The Compensation Committee also approved a one-time special equity award of 3,000 RSUs to Michael Darwal in September 2025, in connection with his strong individual performance, expanded leadership responsibilities and the strategic importance of his role in advancing the Company’s digital and operational priorities. The award was designed to recognize the increased scope of his responsibilities, strengthen alignment with long-term shareholder interests and support his continued retention, while bringing his long-term compensation opportunity more closely in line with relevant market benchmarks for comparable roles at peer companies.

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Employment Related Grants

As part of their overall compensation package, the Compensation Committee approved an equity award of 15,000 RSUs to Mr. Ringman upon his joining the Company in October, 2025; and 25,000 RSUs to Mr. Darwal, upon his promotion to Chief AI and Digital Officer in January 2026. Each grant vests in equal annual installments over a period of four years, commencing on the first anniversary of the grant date, subject to their continued service to the Company on each applicable grant date.

Fiscal Year 2025 PSU Grant Performance Results

In September 2025, the Company certified the performance results for the first tranche of the PSUs granted during fiscal year 2025 on November 8, 2024, which were based on the Company’s TSR relative to a defined performance peer group over the fiscal year 2025 performance period, and in September 2026, the Company certified the performance results for the second tranche of the PSUs granted on November 8, 2024, which were based on the Company's TSR relative to substantially the same peer group over the fiscal years 2024-2026 performance period, in each case as further described below.

The Performance Peer Group Companies include (1):

1.TELUS International (Cda) Inc. and WNS (Holdings) Limited were both removed from the peer group for the fiscal year 2026 review, as both companies were both delisted during the performance period.

For each performance period, the percentage of target PSUs earned was determined based on the Company’s relative TSR percentile ranking as follows:

Payouts for performance between the applicable achievement levels are determined using linear interpolation.

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The table below reflects the target number of PSUs granted to each participating named executive officer and the number of PSUs ultimately earned in fiscal year 2026 based on the certified performance results for the performance period of July 1, 2024 - June 30, 2025.

1. Mr. Ringman joined the Company after this grant was made.

The table below reflects the target number of PSUs granted to each participating named executive officer and the number of PSUs ultimately earned on September 30, 2026 based on the certified performance results for the performance period of July 1, 2024 - June 30, 2026.

1. Mr. Ringman joined the Company after this grant was made.

Fiscal Year 2022 PSU Grant Performance Results

In February 2026, the Company certified the performance results for the PSUs granted during fiscal year 2022 on April 20, 2022 to Messrs. Dechant, Afdahl, and Darwal, which were based on the Company meeting certain Revenue and EBITDA targets. One-third of the PSUs vested immediately upon the certification of meeting the performance triggers, with the remaining two-thirds vesting in equal annual installments over the next two years. As of June 30, 2026 all performance triggers had been met.

1. Messrs. Greenwald and Ringman joined the Company after this grant was made.

Other Performance Grant Results

In February 2026 and May 2026, the Company certified the performance results of the performance triggers for 20,000 PSUs granted on May 31, 2024 to Mr. Greenwald, 50% of which were based on the

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Company meeting a certain Revenue threshold and the other 50% of which were based on the Company meeting two separate EBITDA targets. Upon certification of meeting each performance trigger, one third of the applicable 50% of the PSUs vested immediately, with the remaining two-thirds vesting in equal annual installments over the next two years, subject to Mr. Greenwald's continued service to the Company at each applicable vesting date. As of June 30, 2026 all performance triggers had been met.

Other Elements of Compensation

Retirement Plans

The Company maintains a 401(k) retirement savings plan for its employees in the United States, including the named executive officers, who satisfy certain eligibility requirements. The named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees, including matching contributions equal to 100% of the first 3% of applicable employee contributions and 50% of the next 2% of such contributions. The Company does not maintain any defined benefit pension plans or non-qualified deferred compensation plans in which the named executive officers are eligible to participate.

Employee Benefits and Perquisites

All of our full-time employees in the United States, including the named executive officers, are eligible to participate in health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending and health savings accounts, short-term and long-term disability insurance and life insurance.

We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our employees, including our NEOs.

Clawback Policy

The Amended and Restated 2020 Long-Term Incentive Plan contains clawback provisions, revised in connection with the 2025 amendment and restatement, together with whistleblower protection provisions. The Company has a comprehensive Compensation Recoupment (Clawback) Policy, as required under Nasdaq rules, that applies in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company will recover on a reasonably prompt basis the amount of any Incentive-Based Compensation (as defined in the policy) received by a covered executive during the recovery period that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. This policy is administered by the Compensation Committee.

Incentive-Based Compensation is defined as any compensation granted, earned, or vested based in whole or in part on the Company’s attainment of a financial reporting measure that was received by a person (i) on or after October 2, 2023 and after the person began service as a covered executive, and (ii) who served as a covered executive at any time during the performance period for the Incentive-Based Compensation. A financial reporting measure is (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based in whole or in part on the Company’s stock price or total shareholder return.

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The above description of the Compensation Recoupment (Clawback) Policy is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in the full copy, filed as Exhibit 97 to our 2026 Annual Report on Form 10-K.

Timing of Grants

Grants are not made by the Company if it is determined by the Insider Trading Officer that its officers and directors are likely to be in possession of any material nonpublic information. Other than described above, the Company does not take into account material nonpublic information to determine the timing or terms of any such equity grant, and the Company has not timed the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2026, Karen Batungbacal and Mingzhe (JJ) Zhuang served on the Compensation Committee. No member of the Compensation Committee was, during fiscal 2026, an officer or employee of the Company or any of its subsidiaries, formerly an officer of the Company or had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. During fiscal 2026, none of the Company’s executive officers served on the board or the compensation committee of any other entity having officers that served on either the Company’s Board or the Compensation Committee.

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Compensation Committee Report

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, our Compensation Committee has recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

Compensation Committee of the Board of Directors:

Karen Batungbacal (Chair)

Mingzhe (JJ) Zhuang

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COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

2026 Summary Compensation Table

The following table presents all of the compensation awarded to, earned by or paid to our NEOs for the fiscal years ended June 30, 2026, 2025, and 2024, as applicable.

1.Amounts reflect the base salary in effect for and actually paid to the NEOs in the years shown. For more information on base salaries and increases, please see "Executive Compensation Arrangements" below.

2.For fiscal 2024, amounts represent the discretionary Fast Track Bonuses paid to Mr. Dechant and Mr. Afdahl following the end of the first quarter of fiscal year 2024. For more information, please see "Elements of the Company's Executive Compensation Program - 2024 Bonuses" in our proxy statement filed with the SEC on October 28, 2024. For fiscal year 2025, Mr. Dechant earned a $100 bonus in recognition of his tenure with the Company. For fiscal year 2026, Mr. Afdahl earned a $100 bonus in recognition of his tenure with the Company; Mr. Darwal earned $2,539 in sales commissions for his previous position of President of ibex Digital.

3.Amounts for fiscal year 2026 reflect the aggregate grant date fair value of time-based and performance-based restricted share units granted to the NEOs during fiscal year 2026, computed in accordance with FASB ASC Topic 718 using a Monte Carlo valuation model for the performance-based awards, with the exception of the performance based restricted share grant to Mr. Darwal. See footnote 11 (Stock-Based Compensation) to the Financial Statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for an explanation of the assumptions made by the Company in the valuation of the awards shown in these columns. The values reported above for performance-based restricted share units are based on the probable outcome as of the grant date. The values for such performance-based restricted share units, assuming the achievement of the performance goals at the maximum level, would be as follows for each NEO: Mr. Dechant - $1,416,960; Mr. Greenwald - $432,960; Mr. Afdahl - $346,368; Mr. Darwal - $754,250; and Mr. Ringman - $1,678,800. Amounts reflect the aggregate grant date fair value of time-based units granted during fiscal year 2026, computed in accordance with FASB ASC Topic 718 and based on the closing price of our common stock on the date of grant. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the achievement of goals and market value of our common stock at the time the award vests.

4.Amounts reflect annual cash bonuses earned by the NEOs for the years shown. Under the annual bonus plan, the NEOs were each eligible to receive bonuses determined as a percentage of their respective base salaries based on the achievement of pre-established financial and operational metrics. For more information, please see "Fiscal Year 2026 MIP Payout Structure" above.

5.    Amounts reflect, for Messrs. Dechant, Greenwald, Afdahl, and Darwal, Company contributions to their respective accounts under the Company’s 401(k) plan.

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Executive Compensation Arrangements

Employment Agreements

The Company has entered into employment agreements with each NEO (the “Employment Agreements”), the key terms of which are described below.

Dechant Employment Agreement

On April 2, 2015, we entered into an employment agreement with Mr. Dechant (the “Dechant Employment Agreement”), providing for his employment as Chief Executive Officer of the Company. The Dechant Employment Agreement provides that Mr. Dechant is entitled to an annual base salary, which was $650,000 as of June 30, 2026, and eligible for an annual performance bonus based on the Company’s achievement of targets and milestones as determined by the Board.

Pursuant to the Dechant Employment Agreement, upon the termination of Mr. Dechant’s employment by the Company without “Cause” or by Mr. Dechant for “Good Reason”, Mr. Dechant will be entitled, in addition to any accrued amounts and subject to his execution and non-revocation of a general release of claims in favor of the Company, to (i) 12 months’ salary continuation (unless, during such period, Mr. Dechant commences employment with a new employer or provides consulting services for more than six months with monthly compensation in excess of $20,000, in which case, his severance payments will be reduced by an amount equal to 70% of his compensation), and (ii) for the same period of time, continued participation by Mr. Dechant and his dependents in the Company’s health and welfare benefit plans at active employee rates.

“Cause” is defined in the Dechant Employment Agreement generally as Mr. Dechant’s (i) material breach of the Dechant Employment Agreement or material violation of the Company’s policies or any law or regulation pertinent to our business or reputation, (ii) failure to promptly follow any lawful directive of the Board (to the extent such failure is not cured within three days following Mr. Dechant’s receipt of written notice thereof), (iii) engagement in any intentional misconduct or negligence in the performance of his duties, (iv) falsification of any reports or communications issued to any member of the Board or an employee, officer, agent, or director of the Company, or any act of willful dishonesty, fraud, blackmail, or extortion as determined by the Board in its reasonable discretion, (v) commission of any act in competition with or materially detrimental to the best interests of the Company, or (vi) conviction or, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude. “Good Reason” is defined in the Dechant Employment Agreement generally as (i) any material diminution in Mr. Dechant’s base salary, other than as a result of a similar percentage reduction in the base salary of other members of the Company’s senior management team, or (ii) the Company removing Mr. Dechant from the office of Chief Executive Officer; provided, that Mr. Dechant’s resignation will not be deemed to constitute “Good Reason” unless (x) Mr. Dechant provides the Company written notice of the purported Good Reason within 30 days after the initial evidence of such event or circumstance, (y) such event or circumstance is not corrected within 30 days following our receipt of such notice, and (z) Mr. Dechant’s resignation becomes effective not more than 180 days following the date of such notice.

In addition, pursuant to the Dechant Employment Agreement, Mr. Dechant is subject to (i) a non-competition restriction for a period of 15 months following his termination of employment with the Company for any reason, (ii) a non-solicitation restriction (covering our customers and employees and consultants) for a period of 24 months following his termination of employment with the Company for any reason, (iii) a perpetual non-disparagement restriction, and (iv) a perpetual restriction on his disclosure of the Company’s confidential information.

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Greenwald Employment Agreement

On August 14, 2023, we entered into an employment agreement with Mr. Greenwald (the “Greenwald Employment Agreement”), providing for his employment as Chief Financial Officer of the Company. The Greenwald Employment Agreement provides that Mr. Greenwald is entitled to an annual base salary of $450,000 and eligible for an annual performance bonus based on the Company’s achievement of targets and milestones as determined by the Board.

Pursuant to the Greenwald Employment Agreement, upon the termination of Mr. Greenwald’s employment by the Company without “Cause” or by Mr. Greenwald for “Good Reason”, Mr. Greenwald will be entitled, in addition to any accrued amounts and subject to his execution and non-revocation of a general release of claims in favor of the Company, to (i) 12 months’ salary continuation (unless, during such period, Mr. Greenwald commences employment with a new employer or provides consulting services for more than six months with monthly compensation in excess of $20,000, in which case, his severance payments will be reduced to an amount equal to 70% of his compensation), and (ii) for the same period of time, continued participation by Mr. Greenwald and his dependents in the Company’s health and welfare benefit plans at active employee rates.

For purposes of the Greenwald Employment Agreement, “Cause” and “Good Reason” are each defined in a manner that is substantially similar to the respective definitions of such terms in the Dechant Employment Agreement.

In addition, pursuant to the Greenwald Employment Agreement, Mr. Greenwald is subject to (i) a non-competition restriction for a period of 12 months following his termination of employment with the Company for any reason, (ii) a non-solicitation restriction (covering our customers and employees and consultants) for a period of 12 months following his termination of employment with the Company for any reason, (iii) a two-year non-disparagement restriction, and (iv) a perpetual restriction on his disclosure of the Company’s confidential information.

Afdahl Employment Agreement

On July 1, 2020, we entered into an amended employment agreement with Mr. Afdahl (the “Afdahl Employment Agreement”), providing for his employment as Chief Operations Officer of the Company. The Afdahl Employment Agreement provides that Mr. Afdahl is entitled to an annual base salary, which was increased in August 2025 from $400,000 to $440,000, and eligible for an annual performance bonus based on the Company’s achievement of targets and milestones as determined by the Company's Board.

Pursuant to the Afdahl Employment Agreement, upon the termination of Mr. Afdahl’s employment by the Company without “Cause” or by Mr. Afdahl for “Good Reason”, Mr. Afdahl will be entitled, in addition to any accrued amounts and subject to his execution and non-revocation of a general release of claims in favor of the Company, to (i) 12 months’ salary continuation (unless, during such period, Mr. Afdahl commences employment with a new employer or provides consulting services for more than six months with monthly compensation in excess of $20,000, in which case, his severance payments will be reduced to an amount equal to 70% of his compensation), and (ii) for the same period of time, continued participation by Mr. Afdahl and his dependents in the Company’s health and welfare benefit plans at active employee rates.

For purposes of the Afdahl Employment Agreement, “Cause” and “Good Reason” are each defined in a manner that is substantially similar to the respective definitions of such terms in the Dechant and Greenwald Employment Agreements.

In addition, pursuant to the Afdahl Employment Agreement, Mr. Afdahl is subject to (i) a non-competition restriction for a period of 12 months following his termination of employment with the Company for any reason, (ii) a non-solicitation restriction (covering our customers and employees and consultants) for a

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period of 12 months following his termination of employment with the Company for any reason, (iii) a two-year non-disparagement restriction, and (iv) a perpetual restriction on his disclosure of the Company’s confidential information.

Darwal Employment Agreement

On January 1, 2026, we entered into an amended employment agreement with Mr. Darwal (the “Darwal Employment Agreement”), providing for his employment as Chief AI and Digital Officer of the Company. The Darwal Employment Agreement provides that Mr. Darwal is entitled to an annual base salary of $400,000, eligible for an annual performance bonus based on the Company’s achievement of targets and milestones as determined by the Company's Board, and equity grants as detailed above in the section "Compensation Discussion and Analysis - Employment Related Grants".

Pursuant to the Darwal Employment Agreement, upon the termination of Mr. Darwal’s employment by the Company without “Cause” or by Mr. Darwal for “Good Reason”, Mr. Darwal will be entitled, in addition to any accrued amounts and subject to his execution and non-revocation of a general release of claims in favor of the Company, to (i) 12 months’ salary continuation (unless, during such period, Mr. Darwal commences employment with a new employer or provides consulting services for more than six months with monthly compensation in excess of $20,000, in which case, his severance payments will be reduced to an amount equal to 70% of his previous compensation), and (ii) for the same period of time, continued participation by Mr. Darwal and his dependents in the Company’s health and welfare benefit plans at active employee rates.

For purposes of the Darwal Employment Agreement, “Cause” and “Good Reason” are each defined in a manner that is substantially similar to the respective definitions of such terms in the Dechant, Greenwald, and Afdahl Employment Agreements.

In addition, pursuant to the Darwal Employment Agreement, Mr. Darwal is subject to (i) a non-competition restriction for a period of 12 months following his termination of employment with the Company for any reason, (ii) a non-solicitation restriction (covering our customers and employees and consultants) for a period of 12 months following his termination of employment with the Company for any reason, (iii) a two-year non-disparagement restriction, and (iv) a perpetual restriction on his disclosure of the Company’s confidential information.

Ringman Employment Agreement

On October 1, 2025, we entered into an employment agreement with Mr. Ringman (the “Ringman Employment Agreement”), providing for his employment as Chief Technology Officer of the Company. The Ringman Employment Agreement provides that Mr. Ringman is entitled to an annual base salary of $350,000, eligible for an annual performance bonus based on the Company’s achievement of targets and milestones as determined by the Company's Board, and equity grants as detailed above in the section "Compensation Discussion and Analysis - Employment Related Grants".

Pursuant to the Ringman Employment Agreement, upon the termination of Mr. Ringman’s employment by the Company without “Cause” or by Mr. Ringman for “Good Reason”, Mr. Ringman will be entitled, in addition to any accrued amounts and subject to his execution and non-revocation of a general release of claims in favor of the Company, to (i) 12 months’ salary continuation (unless, during such period, Mr. Ringman commences employment with a new employer or provides consulting services for more than six months with monthly compensation in excess of $20,000, in which case, his severance payments will be reduced to an amount equal to 70% of his previous compensation), and (ii) for the same period of time, continued participation by Mr. Ringman and his dependents in the Company’s health and welfare benefit plans at active employee rates.

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For purposes of the Ringman Employment Agreement, “Cause” and “Good Reason” are each defined in a manner that is substantially similar to the respective definitions of such terms in the Dechant, Greenwald, Afdahl, and Darwal Employment Agreements.

In addition, pursuant to the Ringman Employment Agreement, Mr. Ringman is subject to (i) a non-competition restriction for a period of 12 months following his termination of employment with the Company for any reason, (ii) a non-solicitation restriction (covering our customers and employees and consultants) for a period of 12 months following his termination of employment with the Company for any reason, (iii) a two-year non-disparagement restriction, and (iv) a perpetual restriction on his disclosure of the Company’s confidential information.

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GRANTS OF PLAN-BASED AWARDS

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Outstanding Equity Awards at 2026 Fiscal-Year End Table

The following table sets forth information regarding equity awards held by our named executive officers as of June 30, 2026.

1.These options became vested as to 25% of the options on the grant date with the remaining 75% vesting in equal monthly installments over the following three-year period, subject to the named executive officer’s continued employment through each applicable vesting date. As of June 30, 2026, these options are fully vested.

2.These options became vested in full immediately following the first such time, prior to the option expiration date, as the Company common shares, publicly traded on Nasdaq, maintained an average closing price of $30.00 over a thirty-day period. As of June 30, 2026, these options are fully vested.

3.This performance-based restricted share unit award was granted on April 20, 2022 and vests as described in the narrative under the heading "Fiscal Year 2022 PSU Grant Performance Results" in the CD&A section above.

4.Market value reflects the $30.37 closing price of the Company's stock on June 30, 2026.

5.This restricted share unit award was granted November 8, 2024. 25% of the shares vested on July 1, 2025, with 25% vesting annually thereafter.

6.This performance-based restricted share unit award was granted November 8, 2024 and vests as described in the narrative under the heading "Fiscal Year 2025 PSU Grant Performance Results" in the CD&A section above. Based on applicable SEC rules, the amounts and values for these performance-based restricted share units are reported assuming achievement of the performance goals at the maximum level.

7.This RSU award was granted on February 26, 2026. 25% of the shares vest on July 1, 2026, with 25% vesting annually thereafter.

8.This performance-based restricted share unit award was granted February 26, 2026 and vests as described in the narrative under the heading "Fiscal Year 2026 PSUs" in the CD&A section above. Based on applicable SEC rules, the amounts and values for these performance-based restricted share units are reported assuming achievement of the performance goals at the maximum level.

9.This restricted share unit award was granted on December 4, 2023. 7,500 shares vested on September 18, 2024, with 7,500 shares vesting annually thereafter, subject to Mr. Greenwald's continued service through each applicable vesting date.

10.This performance-based restricted share unit award was granted on May 31, 2024 and vests as described in the narrative under the heading "Fiscal Year 2022 PSU Grant Performance Results" in the CD&A section above.

11.These options became vested as to 50% of the options on the grant date with the remaining 50% vesting in equal monthly installments over the following one-year period, subject to the named executive officer’s continued employment through each applicable vesting date. As of June 30, 2026, these options are fully vested.

12.This restricted share unit award was granted on September 16, 2025. 25% of the shares vest on September 16, 2026, with 25% vesting annually thereafter, subject to Mr. Darwal's continued service through each applicable vesting date.

13.This restricted share unit award was granted on February 11, 2026. 25% of the shares vest on February 11, 2027, with 25% vesting annually thereafter, subject to Mr. Darwal's continued service through each applicable vesting date.

14.This performance-based restricted share unit award was granted on February 11, 2026 and vests as described in the narrative under the heading "Fiscal Year 2026 PSUs" in the CD&A section above.

15.This restricted share unit award was granted on November 11, 2025. 25% of the shares vest on November 11, 2026, with 25% vesting annually thereafter, subject to Mr. Ringman's continued service through each applicable vesting date.

16.This performance-based restricted share unit award was granted on November 11, 2025 and vests as described in the narrative under the heading "Fiscal Year 2026 PSUs" in the CD&A section above. Based on applicable SEC rules, the amounts and values for these performance-based restricted share units are reported assuming achievement of the performance goals at the maximum level.

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OPTION EXERCISES AND STOCK VESTED

The following table presents, for each of our named executive officers, the number of options exercised and shares acquired upon the vesting of RSUs and PSUs during fiscal year 2026 and the aggregate value realized upon the vesting of such RSU and PSU awards.

1.The number of shares acquired on vesting represents the aggregate number of RSUs, both time based and performance-based that vested during the fiscal year.

2.Value realized on vesting is calculated by multiplying the number of shares vesting by the closing market price of the Company's common stock on the applicable vesting date.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table and narrative provide information regarding the estimated payments and benefits that would be provided in the event of a "Qualifying Termination," which includes: (i) a termination of a NEO's employment without "cause," or (ii) a resignation by the NEO from their employment for "good reason," (each, as defined in their respective employment agreements or award agreements, as applicable), that occurs either within 12 months after a change in control of the Company (the "Change of Control Period") or outside the Change of Control Period. A "change in control" of the Company shall only be deemed to occur upon a change in ownership of the Company, a change in effective control of the Company, or a change in the ownership of the assets of the Company, in each case as described in the Current LTIP and construed in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.

Payments and benefits are estimated assuming that the triggering event took place on the last business day of our 2026 fiscal year, June 30, 2026, and the price per share of our common stock is the closing price on Nasdaq as of June 30, 2026 ($30.37). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event were to occur on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. The NEOs are not entitled to any benefits upon a termination for cause, a termination by death or disability, or a resignation without good reason, all of which are detailed in each NEO's employment agreement.

In accordance with the terms of the current LTIP and each NEO's grant agreements, upon a Qualifying Termination that occurs within the Change of Control Period:

•RSUs: 100% of all unvested RSUs shall immediately vest upon the date of such Qualifying Termination event;

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•PSUs that do not include a performance trigger based on TSR: 100% of all unvested PSUs shall immediately vest at the target level upon the date of such Qualifying Termination event; and

•PSUs that do include a performance trigger based on TSR: any unvested PSUs in respect of any incomplete performance period shall automatically become vested in an amount equal to two times the applicable performance period target amount.

For more information on each NEO's unvested RSUs and PSUs, see "Outstanding Equity Awards".

1.The payment of severance is contingent upon the NEO's timely execution and non-revocation of a separation agreement, with general waiver and release of claims agreement in the Company's customary form.

2.Represents 12 months of the NEO's annual salary in effect on June 30, 2026. In the event of a Qualifying Termination, this amount shall be paid in substantially equal installments over the 12 months following the Qualifying Termination, in accordance with the Company's normal payroll processing.

3.The amounts in this row reflects the estimated value of COBRA payments for the duration of the severance period of 12 months.

4.The amounts in this row reflect the value of accelerated vesting of unvested RSUs and PSUs. The value of accelerated vesting of RSUs and PSUs was calculated by multiplying the number of shares subject to accelerated vesting under the NEO's applicable award agreement by $30.37, which was the closing market price per share of our common stock on June 30, 2026.

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PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our named executive officers and certain performance measures of the Company. For further information concerning the Company's variable "pay-for-performance" philosophy and how the Compensation Committee aligns executive compensation with the Company's performance, please refer to the section "Compensation Discussion and Analysis."