# ATN International, Inc. (ATNI)

Informational only - not investment advice.

CIK: 0000879585
SIC: 4813 Telephone Communications (No Radiotelephone)
SIC breadcrumb: [Transportation, Communications, Electric, Gas, And Sanitary Services](/division/E/) > [Communications](/major-group/48/) > [SIC 4813 Telephone Communications (No Radiotelephone)](/industry/4813/)
Latest 10-K filed: 2026-03-16
SEC page: https://www.sec.gov/edgar/browse/?CIK=879585
Filing source: https://www.sec.gov/Archives/edgar/data/879585/000110465926028515/atni-20251231x10k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 727975000 | USD | 2025 | 2026-03-16 |
| Net income | -14906000 | USD | 2025 | 2026-03-16 |
| Assets | 1673254000 | USD | 2025 | 2026-03-16 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-16. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000879585.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  | 457,003,000 | 481,193,000 | 451,207,000 | 438,722,000 | 455,444,000 | 602,707,000 | 725,745,000 | 762,216,000 | 729,075,000 | 727,975,000 |
| Net income |  |  |  |  |  |  |  |  | -14,538,000 | -26,429,000 | -14,906,000 |
| Operating income |  | 51,270,000 | 55,308,000 | 61,023,000 | 13,377,000 | 9,180,000 | -15,026,000 | 7,942,000 | 13,175,000 | -795,000 | 28,434,000 |
| Diluted EPS |  | 0.75 | 1.94 | 1.24 | -0.68 | -0.89 | -1.52 | -0.67 | -1.25 | -2.10 | -1.38 |
| Operating cash flow |  | 111,656,000 | 145,725,000 | 115,865,000 | 87,903,000 | 86,284,000 | 80,548,000 | 102,912,000 | 111,632,000 | 127,916,000 | 133,935,000 |
| Capital expenditures |  | 124,282,000 | 142,371,000 | 185,921,000 | 72,725,000 | 75,323,000 | 96,442,000 | 160,114,000 | 163,297,000 | 110,375,000 | 90,022,000 |
| Dividends paid |  | 20,965,000 | 19,227,000 | 10,866,000 | 10,880,000 | 10,891,000 | 10,813,000 | 10,708,000 | 13,178,000 | 14,674,000 | 15,671,000 |
| Share buybacks | 1,893,000 | 4,114,000 | 10,635,000 | 1,576,000 | 162,000 | 6,589,000 | 10,546,000 | 942,000 | 14,999,000 | 10,000,000 |  |
| Assets |  | 1,198,218,000 | 1,205,605,000 | 1,107,304,000 | 1,130,726,000 | 1,083,711,000 | 1,608,604,000 | 1,707,869,000 | 1,783,714,000 | 1,727,103,000 | 1,673,254,000 |
| Liabilities |  | 389,049,000 | 375,382,000 | 283,980,000 | 324,643,000 | 329,375,000 | 833,415,000 | 938,571,000 | 1,059,994,000 | 1,055,349,000 | 1,032,454,000 |
| Stockholders' equity |  | 677,055,000 | 688,727,000 | 695,387,000 | 676,122,000 | 645,649,000 | 601,250,000 | 580,813,000 | 541,073,000 | 489,493,000 | 444,292,000 |
| Cash and cash equivalents |  | 269,721,000 | 207,956,000 | 191,836,000 | 161,287,000 | 103,925,000 | 79,601,000 | 54,660,000 | 49,225,000 | 73,393,000 | 102,491,000 |
| Free cash flow |  | -12,626,000 | 3,354,000 | -70,056,000 | 15,178,000 | 10,961,000 | -15,894,000 | -57,202,000 | -51,665,000 | 17,541,000 | 43,913,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  |  |  |  |  |  |  |  | -1.91% | -3.63% | -2.05% |
| Operating margin |  | 11.22% | 11.49% | 13.52% | 3.05% | 2.02% | -2.49% | 1.09% | 1.73% | -0.11% | 3.91% |
| Return on equity |  |  |  |  |  |  |  |  | -2.69% | -5.40% | -3.36% |
| Return on assets |  |  |  |  |  |  |  |  | -0.82% | -1.53% | -0.89% |
| Liabilities / equity |  | 0.57 | 0.55 | 0.41 | 0.48 | 0.51 | 1.39 | 1.62 | 1.96 | 2.16 | 2.32 |
| Current ratio |  | 2.45 | 2.12 | 1.96 | 1.91 | 1.62 | 1.05 | 0.99 | 0.96 | 1.16 | 1.25 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000879585.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | -0.11 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | -0.25 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | -0.44 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 186,441,000 | -661,000 | -0.03 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 191,036,000 | -3,718,000 | -0.31 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 198,966,000 | -7,319,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 186,794,000 | -7,948,000 | -0.50 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 183,281,000 | 11,337,000 | 0.50 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 178,451,000 | -39,451,000 | -2.26 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 180,548,000 | 4,207,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 179,294,000 | -11,387,000 | -0.69 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 181,300,000 | -9,260,000 | -0.56 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 183,165,000 | 3,933,000 | 0.18 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 184,215,000 | -6,807,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 182,219,000 | -3,474,000 | -0.29 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/879585/000110465926058667/atni-20260331x10q.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-05-11
Report date: 2026-03-31

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (this “MD&A”) is intended to help the reader understand the Company, our operations and our present business environment. This MD&A is provided as a supplement to — and should be read in conjunction with — our MD&A for fiscal year 2025, which can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.

In addition, the following discussion and analysis of financial condition and results of operations are based upon our Consolidated Financial Statements and should be read in conjunction with these statements and notes thereto.

Overview

We are a leading provider of digital infrastructure and communications services with a strategic focus on rural and remote markets in the US, and internationally, including Bermuda and the Caribbean region.

We have developed significant operational capabilities and resources that enhance the performance of our local market operations. Our operating subsidiaries benefit from this shared expertise, which allows them to deliver improved service quality and achieve greater economies of scale than would typically be possible in the smaller markets we serve. We provide centralized management, technical, financial, regulatory, and marketing support to these operating subsidiaries and typically receive a management fee based on a percentage of their revenues. The intercompany fees are eliminated in our consolidated financial results.

We use the cash generated from our operations to repay debt and increase liquidity, reinvest our network and service operations, fund capital expenditures, return value to stockholders through dividends or share repurchases, and to pursue strategic transactions. We continuously evaluate both domestic and international opportunities that align with our long-term goal of generating sustained excess operating cash flows.

For additional information regarding our reportable segments and geographic distribution of revenues and assets, please refer to Notes 1 and 13 of the Consolidated Financial Statements included in this Report.

As of March 31, 2026, we offered the following services to our customers:

●

Fixed Services. We provide fixed data and voice telecommunications services to business and consumer customers, including high-speed broadband and enterprise data solutions. In select markets, fixed services also include video offerings and revenue derived from support under certain government programs.

●

Carrier Services. We offer infrastructure services to other telecommunications providers, including the leasing of critical network infrastructure such as towers and transport facilities, wholesale roaming, site maintenance and international long-distance services.

●

Mobility Services. We offer mobile communications services over our wireless networks, including voice, messaging and data services along with related equipment, such as handsets, to both business and consumer customers.

●

Managed Services. We deliver information technology solutions, including network management, application support and infrastructure services to complement our fixed telecommunications services in our existing markets for the purpose of supporting both enterprise and residential users.

39

Table of Contents

Through March 31, 2026, we identified two operating segments to manage and review our operations, as well as to support investor presentations of our results. These operating segments are as follows:

●

International Telecom.  In our international markets, we offer fixed, carrier, mobility and managed services to customers in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands.

●

US Telecom.  In the US, we offer fixed, carrier, and managed services to customers in Alaska and the western US.

The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reported our revenue and the markets we served as of and for the three months ended March 31, 2026:

​

​

​

​

​

​

​

International Telecom

US Telecom

Services

Markets

Tradenames (1)

Markets

Tradenames

Mobility Services

Bermuda, Guyana, US Virgin Islands

One Communications, Brava

US (rural markets)

Choice NTUA Wireless

Fixed Services

Bermuda, Cayman Islands, Guyana, US Virgin Islands

One Communications, Logic, Brava

US

Alaska Communications, Commnet, Choice NTUA Wireless, Sacred Wind Communications, Ethos Broadband, Deploycom

Carrier Services

Bermuda, Guyana, US Virgin Islands, Cayman Islands

One Communications, Essextel, Logic, Brava

US

Alaska Communications, Commnet, Sacred Wind Communications

Managed Services

Bermuda, Cayman Islands, US Virgin Islands, Guyana

One Communications, Logic, Brava

US

Alaska Communications, Commnet

(1)

During 2025, we continued to unify branding across our networks, and we now sell Fixed and Mobility Services under the “One Communications” brand in Bermuda, Guyana and the US Virgin Islands. We refer to our business in Guyana as “OneGY” and we refer to our business in the US Virgin Islands as “OneVI” throughout this Report.

Tower Portfolio Transaction

On February 11, 2026, through certain Commnet subsidiaries, we entered into a Purchase and Sale Agreement (the “Transaction Agreement”) with EIP Holdings IV, LLC, an affiliate of Everest Infrastructure Partners, Inc. (“Everest”), to sell approximately 214 tower portfolio sites (representing the substantial majority of our Commnet tower portfolio and operations (the “Tower Portfolio”) to Everest for up to $297 million in cash consideration, subject to certain adjustments and prorations (the “Tower Portfolio Transaction”).

The Tower Portfolio Transaction may be completed in one or more closings. The Transaction Agreement sets forth certain conditions that must be satisfied prior to the conveyance of tower sites at a closing. During the period between signing and the initial closing, the parties will determine which tower sites within the Tower Portfolio have satisfied such conditions and are ready to be conveyed at the initial closing, which sites have not yet satisfied all such conditions but for which Everest is prepared to assume management pending satisfaction of such conditions, and which sites are not yet constructed or are subject to other conditions that will continue to be managed by us until such conditions are satisfied.

At the initial closing, we will enter into, among other ancillary agreements, (i) a management agreement for

40

Table of Contents

certain sites, (ii) master lease agreements, pursuant to which we will lease the requisite ground, tower, or other space of the conveyed tower site for our continued use, and (iii) a preferred backhaul agreement whereby we will become the preferred backhaul provider with respect to the conveyed tower sites.

The Transaction Agreement contains customary representations, warranties, covenants, and indemnities by each of the parties, and requires the receipt of certain consents and approvals prior to a closing. The waiting period required under the Hart-Scott Rodino Act of 1976 with respect to the Tower Portfolio Transaction expired in early March 2026. If the Transaction Agreement is terminated under certain circumstances that are not our fault, we will receive a termination fee equal to approximately $14.9 million.

We continue to expect the initial closing of the Tower Portfolio Transaction to occur in the second quarter of 2026 generating gross proceeds of approximately $250 million to $270 million. Subsequent closings, totaling approximately $27 million to $47 million, are anticipated to occur over the twelve months following the initial closing, subject to the achievement of specified construction and operational milestones at designated sites within the Tower Portfolio.

We now currently anticipate that approximately 45-55% of the amount of proceeds to be received at the initial closing will be subject to post-closing resolution, due to delays in obtaining ground lease assigning consents from government and tribal agencies, as well as other conditions being satisfied with respect to such sites.

Universal Service Fund and Other Domestic Funding Programs

In general, all telecommunications providers are obligated to contribute to the Universal Service Fund (“USF”), which is used to promote the availability of qualifying telecommunications and broadband service to low-income households, households located in rural and high-cost areas, and to schools, libraries, and rural health care providers. We contribute to the USF and also receive various forms of USF support. We are subject to audit by the Universal Service Administrative Company with respect to our federal contributions and our receipts of universal service funding. To our knowledge, as of the date of this Report, we were in compliance with, in all material respects, applicable federal and state USF assessment and support requirements.

USF High-Cost Support. The Federal Communications Commission’s (“FCC”) high-cost USF (or alternatives to former high-cost USF) mechanisms promote the deployment and operation of voice and broadband networks in areas where high costs would otherwise undermine the availability of service to consumers, including in rural, insular, and remote areas. High-cost support mechanisms generally include explicit conditions to deploy broadband to new locations and provide service meeting specified standards. We receive several forms of high-cost support, including but not limited to, as follows:

●

We receive federal USF support under the Alaska Connect Fund (“ACF”). Beginning January 1, 2025, we began receiving $25.6 million per year and expect such annual funding to continue until December 31, 2028. Beginning in 2029 and continuing through 2034, the amount of ACF support we receive will be determined by the FCC staff taking into consideration broadband deployment funded through the Broadband Equity Access and Deployment Program;

●

As part of the Enhanced Alternative Connect America Model (“E-ACAM”) funding available to our operations in the western US, we are estimated to receive approximately $9 million annually through 2029 before gradually increasing to $13 million annually in 2038. This funding is subject to a requirement to deploy voice and broadband service at speeds of 100/20 Mbps to all required locations by the end of calendar year 2028;

●

We expect to receive approximately $8 million per year in CAF II support in the rural southwest US until July 2028;

●

We received approximately $5.5 million annually in the US Virgin Islands through December 31, 2025. In September 2025, we requested that the FCC extend such support for at least one additional year. As of the

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date of this Report, the FCC had not yet acted on this request and, as a result, the Company is currently not receiving this support. If the FCC grants our request, it may or may not extend our support on a retroactive basis from December 31, 2025; and

●

We receive state USF support in Alaska of approximately $2.5 million annually.

As of March 31, 2026, we were in compliance in all material respects with requirements associated with such funding. If we fail to meet these obligations or require substantial additional capital expenditures to meet the obligations in a timely manner, our revenue, results of operations and liquidity may be materially adversely impacted.

Construction Grants

We have also been awarded construction grants to build network connectivity for eligible communities. The funding of these grants, used to reimburse us for our construction costs, is generally distributed after we incur reimbursable costs. Once these projects are constructed, we are obligated to provide service to the participants. We expect to meet all

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading provider of digital infrastructure and communications services with a strategic focus on rural and remote markets in the US, and internationally, including Bermuda and the Caribbean region.

We have developed significant operational capabilities and resources that enhance the performance of our local market operations. Our operating subsidiaries benefit from this shared expertise, which allows them to deliver improved service quality and achieve greater economies of scale than would typically be possible in the smaller markets we serve. We provide centralized management, technical, financial, regulatory, and marketing support to these operating subsidiaries and typically receive a management fee based on a percentage of their revenues. The intercompany fees are eliminated in our consolidated financial results.

We use the cash generated from our operations to repay debt and increase liquidity, reinvest our network and service operations, fund capital expenditures, return value to stockholders through dividends or share repurchases, and to pursue strategic transactions. We continuously evaluate both domestic and international opportunities that align with our long-term goal of generating sustained excess operating cash flows.

For additional information regarding our reportable segments and geographic distribution of revenues and assets, please refer to Notes 1 and 13 of the Consolidated Financial Statements included in this Report.

As of December 31, 2025, we offered the following services to our customers:

●

Fixed Services. We provide fixed data and voice telecommunications services to business and consumer customers, including high-speed broadband and enterprise data solutions. In select markets, fixed services also include video offerings and revenue derived from support under certain government programs.

​

●

Carrier Services. We offer infrastructure services to other telecommunications providers, including the leasing of critical network infrastructure such as towers and transport facilities, wholesale roaming, site maintenance and international long-distance services.

​

●

Mobility Services. We offer mobile communications services over our wireless networks, including voice, messaging and data services along with related equipment, such as handsets, to both business and consumer customers.

​

●

Managed Services. We deliver information technology solutions, including network management, application support and infrastructure services to complement our fixed telecommunications services in our existing markets for the purpose of supporting both enterprise and residential users.

​

Through December 31, 2025, we identified two operating segments to manage and review our operations, as well as to support investor presentations of our results. These operating segments are as follows:

​

●

International Telecom. In our international markets, we offer fixed, carrier, mobility and managed services to customers in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands.

​

●

US Telecom.  In the US, we offer fixed, carrier, and managed services to customers in Alaska and the western US.

​

31

Table of Contents

​

The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reported our revenue and the markets we served during 2025:

​

​

​

​

​

​

​

International Telecom

US Telecom

Services

Markets

Tradenames (1)

Markets

Tradenames

Mobility Services

Bermuda, Guyana, US Virgin Islands

One Communications, Brava

United States (rural markets)

Choice, Choice NTUA Wireless

Fixed Services

Bermuda, Cayman Islands, Guyana, US Virgin Islands

One Communications, Logic, Brava

United States

Alaska Communications, Commnet, Choice, Choice NTUA Wireless, Sacred Wind Communications, Ethos Broadband, Deploycom

Carrier Services

Bermuda, Guyana, US Virgin Islands, Cayman Islands

One Communications, Essextel, Logic, Brava

United States

Alaska Communications, Commnet, Sacred Wind Communications

Managed Services

Bermuda, Cayman Islands, US Virgin Islands, Guyana

One Communications, Logic, Brava

United States

Alaska Communications, Choice

​

(1)

During 2025, we completed our planned integration and alignment of management across our international markets, driving efficiencies and advancing the shared mission of these markets. We also continued to unify branding across our networks, and we now sell fixed and mobility services under the “One Communications” brand in Bermuda, Guyana and the US Virgin Islands. We completed a rebranding in Guyana, and GTT is now known as “One Communications.” We refer to our business in Guyana as “OneGY” throughout this Report. We completed a rebranding in the US Virgin Islands, and Viya is now known as “One Communications.” We refer to our business in the US Virgin Islands as “OneVI” throughout this Report.

​

Tower Portfolio Transaction

On February 11, 2026, through certain of our Commnet subsidiaries, we entered into a Purchase and Sale Agreement (the “Transaction Agreement”) with EIP Holdings IV, LLC, an affiliate of Everest Infrastructure Partners, Inc. (“Everest”) to sell approximately 214 tower portfolio sites (representing the substantial majority of our Commnet tower portfolio and operations (the “Tower Portfolio”)) to Everest for up to $297 million in cash consideration, subject to certain adjustments and prorations as set for in the Transaction Agreement (the “Tower Portfolio Transaction”).

The Tower Portfolio Transaction may be completed in one or more closings with each closing being subject to certain conditions that must be satisfied prior to the conveyance of the tower sites at that closing. We will receive a portion of the cash consideration attributable to those sites that are transferred as a part of each closing. The initial closing is expected to occur in the second quarter of 2026.

At the initial closing, we will enter into, among other ancillary agreements, (i) the management agreement for certain sites, (ii) master lease agreements, pursuant to which we will lease the requisite ground, tower, or other space of the conveyed tower site for our continued use, and (iii) a preferred backhaul agreement whereby we will become the preferred backhaul provider with respect to the conveyed tower sites.

The Transaction Agreement contains customary representations, warranties, covenants, and indemnities by each of the parties, and requires the receipt of certain consents and approvals prior to a closing. If the Transaction Agreement is terminated under certain circumstances that are not the fault of us or our subsidiaries, we will receive a termination fee equal to approximately $14.9 million.

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Table of Contents

Carrier Managed Services

In July 2019, we entered into a Network Build and Maintenance Agreement with AT&T Mobility, LLC (“AT&T”) that we subsequently amended through March 31, 2025 (the “FirstNet Agreement”). In connection with the FirstNet Agreement, we are building a portion of AT&T’s network for the First Responder Network Authority (“FirstNet”) in or near our current operating areas in the western US. Pursuant to the FirstNet Agreement and subject to certain limitations contained therein, all cell sites must be completed and accepted within a specified period of time. The FirstNet Transaction includes construction and service performance obligations. As of December 31, 2025, we had substantially completed the build of AT&T’s network for FirstNet. Since the inception of the project through December 31, 2025, we have recorded $82 million in construction revenue and expect to record approximately $4 million in additional construction revenue and related costs as sites are completed. Revenues from construction are expected to have minimal impact on the Company’s operating income.

Following acceptance of a cell site, AT&T will own the cell site, and we will assign to AT&T any third-party tower lease applicable to such cell site. If the cell site is located on a communications tower we own, AT&T will pay us pursuant to a separate lease agreement for an initial term of eight years. In addition to building the network, we will provide ongoing equipment and site maintenance and high-capacity transport to and from these cell sites for an initial term ending in 2031.

On May 10, 2023, we entered into a Carrier Managed Services Master Agreement (the “Verizon CMS Agreement”) with Cellco Partnership d/b/a Verizon Wireless (“Verizon”), pursuant to which we will provide a variety of network, infrastructure and technical services that will help deliver next generation wireless services to Verizon’s subscribers in our current operating areas in the southwestern US.

Pursuant to the Verizon CMS Agreement and subject to certain limitations contained therein, we will upgrade our wireless service in specific areas and provide services to Verizon for an initial rolling seven-year term, with renewals beginning in 2030.

With respect to each of our FirstNet Agreement and Verizon CMS Agreement, our carrier partners will continue to use our wholesale domestic mobility network for roaming services at a fixed rate per site during the construction period until such time as the cell site is completed.  Thereafter, revenue from the maintenance, leasing and transport services provided is expected to generally offset revenue from wholesale mobility roaming services.  

Universal Service Fund and Other Domestic Funding Programs

In general, all telecommunications providers are obligated to contribute to the Universal Service Fund (“USF”), which is used to promote the availability of qualifying telecommunications and broadband service to low-income households, households located in rural and high-cost areas, and to schools, libraries, and rural health care providers. We contribute to the USF and also receive various forms of USF support. We are subject to audit by the Universal Service Administrative Company (“USAC”) with respect to our federal contributions and our receipts of universal service funding. To our knowledge, as of the date of this Report, we were in compliance with, in all material respects, applicable federal and state USF assessment and support requirements.

USF High-Cost Support. The Federal Communications Commission’s (“FCC”) high-cost USF (or alternatives to former high-cost USF) mechanisms promote the deployment and operation of voice and broadband networks in areas where high costs would otherwise undermine the availability of service to consumers, including in rural, insular, and remote areas. High-cost support mechanisms generally include explicit conditions to deploy broadband to new locations and provide service meeting specified standards. We receive several forms of high-cost support, including but not limited to, as follows:

●

We receive federal USF support under the Alaska Connect Fund (“ACF”). Beginning January 1, 2025, we began receiving $25.6 million per year and expect such annual funding to continue until December 31, 2028. Beginning in 2029 and continuing through 2034, the amount of ACF support we receive will be determined by the FCC staff taking into consideration broadband deployment funded through the

33

Table of Contents

Broadband Equity Access and Deployment Program. The ACF replaced the $19.7 million per year that we had previously received in Connect America Fund II (“CAF II”) support in Alaska;

●

As part of the Enhanced Alternative Connect America Model (“E-ACAM”) funding available to our operations in the western US, we are estimated to receive $144.9 million over the next thirteen years, through 2038, with approximately $9 million annually through 2029 before gradually increasing to $13 million annually in 2038. This funding is subject to a requirement to deploy voice and broadband service at speeds of 100/20 Mbps to all required locations by the end of calendar year 2028;

●

We expect to receive approximately $8 million per year in CAF II support in the rural southwest US until July 2028;

●

We received approximately $5.5 million annually in the US Virgin Islands through December 31, 2025. In September 2025, we requested that the FCC extend such support for at least one additional year. As of the date of this Report, the FCC had not yet acted on this request and, as a result, the Company is currently not receiving this support. If the FCC grants our request, it may or may not extend our support on a retroactive basis from December 31, 2025;

●

We were awarded approximately $2.3 million annually in the western US through December 31, 2031 as part of the Rural Digital Opportunity Fund Phase I (“RDOF”) auction. In exchange for this support, we committed to deploy voice and broadband service to covered areas within six years and to provide service in those areas for ten years. As of December 31, 2025, we transferred $1.3 million of the annual awards to other providers and returned $0.7 million of the annual awards to the FCC. The returned awards caused us to be subject to certain penalties;

●

We receive state USF support in Alaska, which for the year ended December 31, 2025 was $2.5 million.

As of December 31, 2025, we were in compliance in all material respects with requirements associated with such funding. If we fail to meet these obligations or require substantial additional capital expenditures to meet the obligations in a timely manner, our revenue, results of operations and liquidity may be materially adversely impacted.

Construction Grants

We have also been awarded construction grants to build network connectivity for eligible communities. The funding of these grants, used to reimburse us for our construction costs, is generally distributed after we incur reimbursable costs. Once these projects are constructed, we are obligated to provide service to the participants. We expect to meet all requirements associated with these grants. As of December 31, 2025, we were awarded $98.8 million of construction grants that are pending completion.

During the year ended December 31, 2025, we disbursed capital expenditures of $22.4 million under these programs and received reimbursement of $14.7 million. These cash flows are classified as investing activities in our statement of cash flows.

In addition, we partner with tribal governments to obtain grants under various government grant programs including, but not limited to, the Tribal Broadband Connectivity Program (“TBCP”) and the Rural Development Broadband ReConnect Program (“ReConnect”). These programs are administered by US government agencies to deploy broadband connectivity in certain underserved areas. We were identified as a sub recipient of grants under these programs totaling $239 million as of December 31, 2025. Through December 31, 2025, we received $35.3 million of funding under these programs and spent $37.3 million on construction obligations. These amounts are recorded as operating cash flows in the Company’s statement of cash flows.

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Table of Contents

Replace and Remove Program

In July 2022, we were approved to participate in the Replace and Remove Program, designed to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of communications equipment and services in their networks that has been deemed to pose a national security risk. Pursuant to the Replace and Remove Program, our eligible subsidiaries were initially allocated up to approximately $207 million to replace, remove and securely destroy such communications equipment and services in our networks in the western US and in the US Virgin Islands; however, in December 2024, this program was fully funded for an increased allocation to the Company of an aggregate amount of approximately $517 million. The Replace and Remove Program requires each of our participating subsidiaries to complete the project no later than a specified deadline, which was extended to May 8, 2026. In March 2026, we requested a further extension through early November 2026, and the FCC has not yet acted on that request.

As of December 31, 2025, we had incurred total expenditures of $233.7 million related to this project, of which $65.3 million were incurred in 2025. Of these total expenditures, $194.9 million was classified as capital.

As of December 31, 2025, $16.7 million of capital expenditures was accrued and unpaid under the Replace and Remove Program. We expect to be reimbursed, within the next twelve months, for all amounts spent to date. During the year ended December 31, 2025, we received $71.1 million of reimbursement under the program, of which $11.5 million was classified as operating cash inflows and $59.6 million was classified as investing cash inflows in our statement of cash flows.

Selected Segment Financial Information

Through December 31, 2025, the Company has the following two reportable and operating segments: (i) International Telecom and (ii) US Telecom.

Operating income is the segment measure of profit or loss reported to the chief operating decision maker for purposes of assessing the segments' performance and making capital allocation decisions. We believe operating income is a useful measure of our operating results as it provides relevant and useful information to investors and other users of our financial data in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management's evaluation of business performance. Our chief operating decision maker is our Chief Executive Officer.

​

35

Table of Contents

The following tables provide information for each operating segment (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Year Ended December 31, 2025

​

  ​ ​ ​

​

​

  ​ ​ ​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

​

International

​

US

​

Corporate and

​

​

​

​

​

Telecom

​

Telecom

​

Other (1)

​

Consolidated

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

Communication Services

​

​

​

​

​

​

​

​

​

​

​

​

Mobility - Business

​

$

20,176

​

$

66

​

$

—

​

$

20,242

Mobility - Consumer

​

​

87,432

​

​

(38)

​

​

—

​

​

87,394

Total Mobility

​

​

107,608

​

​

28

​

​

—

​

​

107,636

Fixed - Business

​

​

74,077

​

​

118,043

​

​

—

​

​

192,120

Fixed - Consumer

​

​

171,742

​

​

90,042

​

​

—

​

​

261,784

Total Fixed

​

​

245,819

​

208,085

​

—

​

453,904

Carrier Services

​

​

13,665

​

​

121,149

​

​

—

​

​

134,814

Other

​

9,413

​

​

472

​

​

—

​

​

9,885

Total Communication Services Revenue

​

376,505

​

​

329,734

​

​

—

​

​

706,239

Construction

​

—

​

​

4,825

​

​

—

​

​

4,825

Other

​

​

​

​

​

​

​

​

​

​

​

​

Managed Services

​

​

5,376

​

​

11,535

​

​

—

​

​

16,911

Total Other Revenue

​

​

5,376

​

​

11,535

​

​

—

​

​

16,911

Total Revenue

​

​

381,881

​

​

346,094

​

​

—

​

​

727,975

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating Expenses

​

​

​

​

​

​

​

​

​

​

​

​

Cost of communication services and other

​

​

139,584

​

​

173,544

​

​

—

​

​

313,128

Cost of construction revenue

​

​

—

​

​

5,264

​

​

—

​

​

5,264

Selling, general and administrative

​

​

110,662

​

​

88,750

​

​

20,128

​

​

219,540

Stock-based compensation

​

​

639

​

​

183

​

​

7,721

​

​

8,543

Transaction-related charges

​

​

—

​

​

—

​

​

3,576

​

​

3,576

Restructuring and reorganization expenses

​

​

3,805

​

​

4,928

​

​

1,424

​

​

10,157

Depreciation and amortization

​

​

58,026

​

​

71,569

​

​

3,381

​

​

132,976

Amortization of intangibles from acquisitions

​

​

1,004

​

​

3,904

​

​

—

​

​

4,908

(Gain) loss on disposition of assets, transfers and contingent consideration

​

​

1,188

​

​

(333)

​

​

594

​

​

1,449

Total Operating Expenses

​

​

314,908

​

​

347,809

​

​

36,824

​

​

699,541

Income (loss) from operations

​

​

66,973

​

​

(1,715)

​

​

(36,824)

​

​

28,434

Other income (expenses)

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

​

​

​

​

​

​

​

​

702

Interest expense

​

​

​

​

​

​

​

​

​

​

​

(47,822)

Other expense

​

​

​

​

​

​

​

​

​

​

​

(9,067)

Other expense

​

​

​

​

​

​

​

​

​

​

​

(56,187)

Loss before income taxes

​

​

​

​

​

​

​

​

​

​

​

(27,753)

​

​

​

​

​

​

​

​

​

​

​

​

​

Other segment disclosures:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

International

​

US

​

Corporate and

​

​

​

​

​

Telecom

​

Telecom

​

Other (1)

​

Consolidated

Net (income) loss attributable to non-controlling interests

​

​

(6,238)

​

​

14,854

​

​

—

​

​

8,616

​

​

36

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Year Ended December 31, 2024

​

  ​ ​ ​

​

​

  ​ ​ ​

​

  ​ ​ ​

​

​

​

​

​

​

​

International

​

US

​

Corporate and

​

​

​

​

​

Telecom

​

Telecom

​

Other (1)

  ​ ​ ​

Consolidated

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

Communication Services

​

​

​

​

​

​

​

​

​

​

​

​

Mobility - Business

​

$

19,794

​

$

277

​

$

—

​

$

20,071

Mobility - Consumer

​

​

87,407

​

​

2,494

​

​

—

​

​

89,901

Total Mobility

​

​

107,201

​

​

2,771

​

​

—

​

​

109,972

Fixed - Business

​

​

74,087

​

​

125,439

​

​

—

​

​

199,526

Fixed - Consumer

​

​

172,078

​

​

86,760

​

​

—

​

​

258,838

Total Fixed

​

​

246,165

​

212,199

​

—

​

458,364

Carrier Services

​

​

13,724

​

​

119,561

​

​

—

​

​

133,285

Other

​

4,680

​

​

1,457

​

​

—

​

​

6,137

Total Communication Services Revenue

​

371,770

​

​

335,988

​

​

—

​

​

707,758

Construction

​

​

—

​

​

3,900

​

​

—

​

​

3,900

Other

​

​

​

​

​

​

​

​

​

​

​

​

Managed Services

​

​

5,693

​

​

11,724

​

​

—

​

​

17,417

Total other revenue

​

​

5,693

​

​

11,724

​

​

—

​

​

17,417

Total Revenue

​

​

377,463

​

​

351,612

​

​

—

​

​

729,075

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating Expenses

​

​

​

​

​

​

​

​

​

​

​

​

Cost of communication services and other

​

​

136,137

​

​

176,268

​

​

(149)

​

​

312,256

Cost of construction revenue

​

​

—

​

​

3,866

​

​

—

​

​

3,866

Selling, general and administrative

​

​

114,175

​

​

91,650

​

​

23,044

​

​

228,869

Stock-based compensation

​

​

354

​

​

621

​

​

7,262

​

​

8,237

Transaction-related charges

​

​

—

​

​

3,789

​

​

1,058

​

​

4,847

Restructuring and reorganization expenses

​

​

1,489

​

​

1,167

​

​

879

​

​

3,535

Depreciation and amortization

​

​

63,708

​

​

73,994

​

​

633

​

​

138,335

Amortization of intangibles from acquisitions

​

​

1,006

​

​

6,901

​

​

—

​

​

7,907

(Gain) loss on disposition of assets, transfers and contingent consideration

​

​

(15,179)

​

​

2,529

​

​

(601)

​

​

(13,251)

Goodwill impairment

​

​

—

​

​

35,269

​

​

—

​

​

35,269

Total Operating Expenses

​

​

301,690

​

​

396,054

​

​

32,126

​

​

729,870

Income (loss) from operations

​

​

75,773

​

​

(44,442)

​

​

(32,126)

​

​

(795)

Other income (expenses)

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

​

​

​

​

​

​

​

​

1,186

Interest expense

​

​

​

​

​

​

​

​

​

​

​

(49,548)

Other expense

​

​

​

​

​

​

​

​

​

​

​

(1,809)

Other expense

​

​

​

​

​

​

​

​

​

​

​

(50,171)

Loss before income taxes

​

​

​

​

​

​

​

​

​

​

​

(50,966)

​

​

​

​

​

​

​

​

​

​

​

​

​

Other segment disclosures:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

International

​

US

​

Corporate and

​

​

​

​

​

Telecom

​

Telecom

​

Other (1)

​

Consolidated

Net (income) loss attributable to non-controlling interests

​

​

(12,844)

​

​

18,267

​

​

—

​

​

5,423

​

(1)

Reconciling items refer to corporate overhead costs and consolidating adjustments.

​

37

Table of Contents

A comparison of our segment results for the year ended December 31, 2025 and 2024 is as follows:

International Telecom. For the year ended December 31, 2025, revenues within our International Telecom segment increased $4.4 million, or 1.2%, to $381.9 million from $377.5 million for the year ended December 31, 2024, primarily as a result of an increase in revenue from ancillary services of $4.1 million. 

Operating expenses within our International Telecom segment increased by $13.2 million, or 4.4%, to $314.9 million from $301.7 million for the years ended December 31, 2025 and 2024, respectively.  Operating expenses for the year ended December 31, 2024 included a $15.5 million gain on the disposition of long-lived assets, primarily real estate, which was partially offset by the impact of certain cost savings initiatives, including the reorganizations and reductions in force, that were implemented in current and previous periods.

As a result, our International Telecom segment’s operating income for the year ended December 31, 2025 decreased $8.8 million, or 11.6%, to $67.0 million from $75.8 million for the year ended December 31, 2024.

US Telecom.  For the year ended December 31, 2025, revenue within our US Telecom segment decreased by $5.5 million, or 1.6%, to $346.1 million from $351.6 million for the year ended December 31, 2024. The decrease was primarily a result of a $4.1 million reduction in Fixed revenues, which were negatively impacted by the April 2024 conclusion of both the Emergency Connectivity Fund (“ECF”) and the Affordable Care Program (“ACP”), a $2.7 million decrease in Mobility revenue as a result of the conclusion of our provision of retail mobility services, and a $1.0 million decrease in Other Communications Services revenue. These decreases were partially offset by increases in Construction revenue of $0.9 million due to an increase in the number of sites completed during 2025 as compared to 2024, and Carrier Services revenue of $1.6 million.

Operating expenses within our US Telecom segment decreased $48.3 million, or 12.2%, to $347.8 million from $396.1 million for the years ended December 31, 2025 and 2024, respectively. Operating expenses for the year ended December 31, 2024 included a $35.3 million impairment of goodwill. The remaining decrease in operating expenses was attributable to the reduction in the direct costs of services associated with the revenue decline and the impact of certain cost savings initiatives, including the reorganizations and reductions in force, that were implemented in the current and previous periods.  

As a result of the above, our US Telecom segment’s operating loss for the year ended December 31, 2025 decreased to $1.7 million from $44.4 million for the year ended December 31, 2024.

​

38

Table of Contents

A discussion and analysis of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 can be found under Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 17, 2025, which is available on the SEC’s website at www.sec.gov and our Investor Relations website at https://.ir.atni.com under the “Financials and Filings” section.

The following represents a year over year discussion and analysis of our results of operations for the years ended December 31, 2025 and 2024 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

Amount of

​

Percent

​

​

December 31, 

​

Increase

​

Increase

​

​

2025

​

2024

​

(Decrease)

​

(Decrease)

​

  ​ ​ ​

​

​

​

​

​

​

​

​

​

​

​

REVENUE:

​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

​

Communication services

​

$

706,239

​

$

707,758

​

$

(1,519)

(0.2)

%  

Construction

​

​

4,825

​

​

3,900

​

​

925

23.7

​

Other

​

16,911

​

17,417

​

(506)

(2.9)

​

Total revenue

​

​

727,975

​

​

729,075

​

​

(1,100)

(0.2)

​

OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):

​

​

​

​

​

​

​

​

​

​

​

​

Cost of communication services and other

​

​

313,128

​

​

312,256

​

​

872

0.3

​

Cost of construction revenue

​

​

5,264

​

​

3,866

​

​

1,398

​

36.2

​

Selling, general and administrative

​

​

219,540

​

​

228,869

​

​

(9,329)

(4.1)

​

Stock-based compensation

​

​

8,543

​

​

8,237

​

​

306

​

3.7

​

Transaction-related charges

​

​

3,576

​

​

4,847

​

​

(1,271)

(26.2)

​

Restructuring and reorganization expenses

​

​

10,157

​

​

3,535

​

​

6,622

​

187.3

​

Depreciation and amortization

​

​

132,976

​

​

138,335

​

​

(5,359)

(3.9)

​

Amortization of intangibles from acquisitions

​

​

4,908

​

​

7,907

​

​

(2,999)

(37.9)

​

Goodwill impairment

​

​

—

​

​

35,269

​

​

(35,269)

​

(100.0)

​

(Gain) loss on disposition of assets, transfers and contingent consideration

​

​

1,449

​

​

(13,251)

​

​

14,700

(110.9)

​

Total operating expenses

​

​

699,541

​

​

729,870

​

​

(30,329)

(4.2)

​

Income from operations

​

​

28,434

​

​

(795)

​

​

29,229

(3,676.6)

​

OTHER INCOME (EXPENSE):

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

702

​

​

1,186

​

​

(484)

(40.8)

​

Interest expense

​

​

(47,822)

​

​

(49,548)

​

​

1,726

(3.5)

​

Other expense

​

​

(9,067)

​

​

(1,809)

​

​

(7,258)

401.2

​

Other expense, net

​

​

(56,187)

​

​

(50,171)

​

​

(6,016)

12.0

​

LOSS BEFORE INCOME TAXES

​

(27,753)

​

(50,966)

​

23,213

(45.5)

​

Income tax benefit

​

(4,231)

​

(19,114)

​

14,883

(77.9)

​

NET LOSS

​

(23,522)

​

(31,852)

​

8,330

(26.2)

​

Net loss attributable to noncontrolling interests, net of tax:

​

8,616

​

5,423

​

3,193

58.9

​

NET LOSS ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

​

$

(14,906)

​

$

(26,429)

​

$

11,523

(43.6)

%  

​

Communications Services Revenue

Mobility Revenue. Our Mobility revenue consists of revenue generated within our International Telecom segment by providing business and retail mobile voice and data services over our wireless networks as well as through the sale and repair services of related equipment, such as handsets and other accessories, to our subscribers. Wholesale Mobility revenue is recorded under Carrier Services Revenue.

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Mobility revenue decreased by $2.4 million, or 2.2%, to $107.6 million for the year ended December 31, 2025 from $110.0 million for the year ended December 31, 2024. The decrease in Mobility revenue, within our segments, consisted of the following:

●

International Telecom. Within our International Telecom segment, Mobility revenue increased by $0.4 million, or 0.4%, to $107.6 million for the year ended December 31, 2025 from $107.2 million for the year ended December 31, 2024. This increase in revenue was attributable to an increase in revenue from business customers.

​

●

US Telecom. Mobility revenue within our US Telecom segment decreased to a nominal amount for the year ended December 31, 2025 from $2.8 million for the year ended December 31, 2024 due to the conclusion of our provision of retail mobility services during 2024.

​

Mobility revenue within our International Telecom may decrease as a result of increased competition and regulatory changes partially offset by our continued network upgrades, marketing efforts, and conversion of our subscriber base to higher margin prepaid and postpaid plans.

We do not expect to record Mobility revenue within our US Telecom segment in the future.

Fixed Revenue. Fixed revenue is primarily generated by broadband, voice, and video service revenues provided to retail and business customers over our wireline networks. Fixed revenue within our US Telecom segment also includes awards from the CAF II program, the E-ACAM program, and the Alaska USF. In addition, and through early April 2024, Fixed revenue within the US Telecom segment also included revenue from the ECF and ACP. Within our International Telecom segment, Fixed revenue includes funding under the FCC’s High-Cost Program in the US Virgin Islands.

Fixed revenue decreased by $4.5 million, or 1.0%, to $453.9 million from $458.4 million for the years ended December 31, 2025 and 2024, respectively. This decrease primarily pertained to a $7.4 million decrease in Fixed revenue from business customers, partially offset by a $2.9 million increase in revenue from consumer customers and consisted of the following:

●

International Telecom. Within our International Telecom segment, Fixed revenue decreased by $0.4 million, or 0.2%, to $245.8 million from $246.2 million for the years ended December 31, 2025 and 2024, respectively. This decrease was primarily related to decreases in revenue from both business and consumer customers.

​

●

US Telecom. Fixed revenue within our US Telecom segment decreased by $4.1 million, or 1.9%, to $208.1 million from $212.2 million for the years ended December 31, 2025 and 2024, respectively. This decrease was primarily related to a decrease in revenue from business customers and consumer customers and driven by the conclusion of the ECF and ACP, both of which provided revenue through April 2024.

​

Fixed revenue within our International Telecom segment may increase due to investments in the fixed network combined with the demand for cloud services and smart home, business and city solutions to increase the demand for broadband and other data services from consumers, businesses and governments. However, such increases may be offset by a decrease in demand for our legacy services, as subscribers opt for alternative methods to receive video and audio content.

Within our US Telecom segment, Fixed revenue from business customers in Alaska and our western US operations may increase as we further deploy fiber and fiber-fed broadband with capital investment and government grant funding, which will improve access for both consumers and businesses.

Carrier Services Revenue. Carrier Services revenue is generated by both our International Telecom and US Telecom segments. Within our International Telecom segment, Carrier Services revenue includes international long-

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distance services, roaming revenues generated by other carriers’ customers roaming into our retail markets, transport services and access services provided to other telecommunications carriers. Within our US Telecom segment, Carrier Services revenue includes services provided under the FirstNet Agreement and Verizon CMS Agreement, wholesale roaming revenues, the provision of network switching services, tower lease revenue and other services provided to other carriers.

Carrier Services revenue increased by $1.5 million, or 1.1%, to $134.8 million from $133.3 million for the years ended December 31, 2025 and 2024, respectively. The increase, within our segments, consisted of the following:

●

International Telecom. Within our International Telecom segment, Carrier Services revenue remained consistent at $13.7 million for both the years ended December 31, 2025 and 2024.

​

●

US Telecom. Carrier Services revenue within our US Telecom segment increased by $1.5 million, or 1.3%, to $121.1 million from $119.6 million, for the years ended December 31, 2025 and 2024, respectively. This increase is primarily the result of the transition of legacy roaming arrangements to carrier service management contracts.

Within our International Telecom segment, Carrier Services revenue may increase if international travel in our markets grows.

Within our US Telecom segment, Carrier Services revenue is expected to decrease in line with the stated annual impact of $6 to $8 million depending on when the Tower Portfolio Transaction is consummated.

Other Communications Services Revenue. Other Communications Services revenue increased $3.8 million, or 62.3%, to $9.9 million from $6.1 million for the years ended December 31, 2025 and 2024, respectively, as a result of an increase in revenue from ancillary services in our International Telecom segment, partially offset by a reduction in certain non-recurring project-related revenue recognized within our US Telecom segment.

Other Communication Services revenue may increase in future periods as the demand for ancillary services increases.

Construction Revenue

Construction revenue represents revenue generated within our US Telecom segment for the construction of network cell sites related to the FirstNet Agreement. During the years ended December 31, 2025 and 2024, Construction revenue increased to $4.8 million from $3.9 million, respectively, primarily as a result of an increase in the number of sites completed during 2025 as compared to 2024. We expect to substantially complete the build under the FirstNet Agreement by the end of 2026.

Other Revenue

Managed Services Revenue. Managed Services revenue is generated within both our International and US Telecom segments and includes network, application, infrastructure, and hosting services.

Managed Services revenue decreased by $0.5 million, or 2.9%, to $16.9 million from $17.4 million for the years ended December 31, 2025 and 2024, respectively. The decrease included a decrease within our International Telecom segment of $0.3 million, or 5.3%, to $5.4 million from $5.7 million for the years ended December 31, 2025 and 2024, respectively. Within our US Telecom segment, Managed Services revenue decreased $0.2 million, or 1.7%, to $11.5 million from $11.7 million for the years ended December 31, 2025 and 2024, respectively.

We expect Managed Services revenue to be consistent in future periods as compared to the revenue recorded during the year ended December 31, 2025.

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Operating expenses

Cost of communication services and other. Cost of communication services and other are charges that we incur for voice and data transport circuits, internet capacity, video programming costs, access fees we pay to terminate our calls, telecommunication spectrum fees and direct costs associated within our managed services businesses. These costs also include expenses associated with developing, operating, upgrading and supporting our telecommunications networks, including the salaries and benefits paid to employees directly involved in the development and operation of those businesses, as well as credit loss allowances and the cost of handsets and customer resale equipment incurred by our retail businesses.

Cost of communication services and other increased by $0.8 million, or 0.3%, to $313.1 million from $312.3 million for the years ended December 31, 2025 and 2024, respectively. The net increase in cost of communication services and other, within our segments, consisted of the following:

●

International Telecom. Within our International Telecom segment, cost of communication services and other increased by $3.5 million, or 2.6%, to $139.6 million from $136.1 million for the years ended December 31, 2025 and 2024, respectively. Increases in this segment’s transport costs to secure capacity, its provision for doubtful accounts and increased maintenance expenses offset the impact of cost savings initiatives, including the reorganizations and reductions in force, that were implemented in the current and previous periods.

​

●

US Telecom. Cost of communication services and other within our US Telecom segment decreased by $2.8 million, or 1.6%, to $173.5 million from $176.3 million for the years ended December 31, 2025 and 2024, respectively. Such decrease was a result of the beneficial impact of certain cost savings initiatives, including the reorganizations and reductions in force, that were implemented in the current and previous periods, as well as a reduction in the costs associated with the ECF program, which concluded during the second quarter of 2024.

Cost of communication services in our International Telecom segment may decrease as a result of the ongoing cost reduction initiatives, but such decrease may be partially offset by future inflationary pressure.

We expect that the cost of communication services within our US Telecom segment will increase if and when the Tower Portfolio Transaction is consummated, as well as a result of future inflationary pressure. Such increases may, however, be partially offset by the impact of our ongoing cost reduction initiatives.

Cost of construction revenue. Cost of construction revenue includes the expenses incurred in connection with the construction of and the delivery to AT&T of cell sites in accordance with our FirstNet Agreement.

During the year ended December 31, 2025 and 2024, cost of construction revenue increased to $5.3 million from $3.9 million, respectively, as a result of an increase in the number of sites completed during 2025 as compared to 2024. We expect to substantially complete the build under the FirstNet Agreement by the end of 2026.

Selling, general and administrative expenses. Selling, general and administrative expenses include salaries and benefits we pay to sales personnel, customer service expenses and the costs associated with the development and implementation of our promotional and marketing campaigns. Selling, general and administrative expenses also include salaries, benefits and related costs for general corporate functions including executive management, finance and administration, legal and regulatory, facilities, information technology and human resources, as well as internal costs associated with our performance of due-diligence and integration related costs associated with acquisition activities.

Selling, general and administrative expenses decreased by $9.4 million, or 4.1%, to $219.5 million from $228.9 million for the years ended December 31, 2025 and 2024, respectively. The decreases in selling, general and administrative expenses occurred within all of our segments and were primarily related to certain cost containment

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initiatives, including the reorganizations and reductions in force, that were implemented in the current and previous periods. The impact to each of our segments, consisted of the following:

●

International Telecom. Within our International Telecom segment, our selling, general and administrative expenses decreased by $3.5 million, or 3.1%, to $110.7 million from $114.2 million for the years ended December 31, 2025 and 2024, respectively.

​

●

US Telecom. Selling, general and administrative expenses decreased within our US Telecom segment by $3.0 million, or 3.3%, to $88.7 million from $91.7 million for the years ended December 31, 2025 and 2024, respectively.

​

●

Corporate Overhead. Selling, general and administrative expenses within our corporate overhead decreased by $2.9 million, or 12.6%, to $20.1 million from $23.0 million for the years ended December 31, 2025 and 2024, respectively.

We expect that selling, general and administrative expenses within all of our segments will be comparable in the future as a result of the cost containment initiatives that were implemented in previous periods.

Stock-based compensation. Stock-based compensation represents a non-cash expense related to the amortization of grants of equity awards to employees and directors.

Stock-based compensation for the years ended December 31, 2025 and 2024 was $8.5 million and $8.2 million, respectively.

Transaction-related charges.  Transaction-related charges include the external costs, such as legal, tax, accounting and consulting fees directly associated with acquisition and disposition-related activities and certain financing activities that are expensed as incurred. Transaction-related charges do not include employee salary and travel-related expenses incurred in connection with acquisitions or dispositions or any integration-related costs.

During the year ended December 31, 2025, we incurred $3.6 million of transaction-related charges, portions of which related to our Tower Portfolio Transaction.

During the year ended December 31, 2024, we incurred $4.8 million of transaction-related charges, primarily related to the extinguishment of the 2022 Alaska Credit Facility, as defined below.

Restructuring and reorganization expenses. In our efforts to advance our cost management actions to drive higher operating efficiencies and margins, we incurred certain restructuring and reorganization expenses, primarily reductions in force and consulting charges, totaling $3.8 million, $4.9 million and $1.4 million within our International Telecom segment, US Telecom segment and Corporate and Other segment, respectively, during the year ended December 31, 2025.

During the year ended December 31, 2024, we incurred $1.5 million, $1.1 million and $0.9 million of restructuring and reorganization expenses within the International Telecom segment, US Telecom segment and Corporate and Other segment, respectively.

We expect to incur approximately $3 million to $4 million of restructuring and reorganization expenses during the first half of 2026.

Depreciation and amortization expenses. Depreciation and amortization expenses represent the depreciation and amortization charges we record on our property and equipment.

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Depreciation and amortization expenses decreased by $5.3 million, or 3.8%, to $133.0 million from $138.3 million for the years ended December 31, 2025 and 2024, respectively. The net decrease in depreciation and amortization expenses, within our segments, consisted primarily of the following:

●

International Telecom. Depreciation and amortization expenses decreased within our International Telecom segment by $5.7 million, or 8.9%, to $58.0 million from $63.7 million for the years ended December 31, 2025 and 2024, respectively. This decrease was the result of this segment’s reduction in capital expenditures in recent periods and certain assets becoming fully depreciated in recent periods.

​

●

US Telecom. Depreciation and amortization expenses decreased within our US Telecom segment by $2.4 million, or 3.2%, to $71.6 million from $74.0 million for the years ended December 31, 2025 and 2024, respectively, primarily as a result of this segment’s reduction in capital expenditures in recent periods and certain assets becoming fully depreciated in recent periods.

​

●

Corporate Overhead. Depreciation and amortization expenses increased within our corporate overhead to $3.4 million from $0.6 million for the years ended December 31, 2025 and 2024, respectively. Depreciation and amortization expense for the year ended December 31, 2024 was impacted by certain capital expenditure credits received in previous periods that reduced depreciation and amortization expense over the depreciable lives of the underlying assets associated with the issued credits. Such credits became fully depreciated in early 2025.

We expect depreciation and amortization expenses to remain flat in our International Telecom and Corporate Overhead segments due to a decline, in recent periods, of capital expenditures.

Within our US Telecom segment, we expect depreciation and amortization expenses to decrease if and when the Tower Portfolio Transaction is consummated. In addition, we believe that the decline of capital expenditures in recent periods will also reduce depreciation and amortization expense in future periods, as a result of some of our previously acquired assets becoming fully depreciated.

Amortization of intangibles from acquisitions. Amortization of intangibles from acquisitions include the amortization of customer relationships and trade names related to our completed acquisitions.

Amortization of intangibles from acquisitions decreased by $3.0 million to $4.9 million from $7.9 million for the years ended December 31, 2025 and 2024, respectively.

We expect that amortization of intangibles from acquisitions will continue to decrease in future periods as such assets continue to fully amortize.

(Gain) loss on disposition of assets, transfers and contingent consideration. During the year ended December 31, 2025, we recorded a net loss on the disposition of assets of $1.4 million. Of this net loss, $1.1 million and $0.6 million were recognized within our International and Corporate and Other, respectively, while the US Telecom segment recognized a gain of $0.3 million.

Within the US Telecom segment, we recorded losses of $2.0 million on the disposal of assets, $2.1 million on the transfer of certain assets and $1.8 million on the revaluation of contingent consideration relating to a prior year’s acquisition within the segment. These losses were offset by a $6.2 million gain on the disposal of certain spectrum.

During the year ended December 31, 2024, we recorded a net gain on the disposition of assets of $13.3 million. This net gain is comprised of a $15.5 million gain, primarily related to the sale of real estate, within our International Telecom segment, and a $0.6 million gain pertaining to the previously completed disposition of our renewable energy assets within our Corporate and Overhead segment. These gains were partially offset by a $2.5 million loss, within our US Telecom segment, primarily related to the transfer of certain assets.

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Goodwill impairment. During the year ended December 31, 2024, we completed our impairment assessment for our US Telecom segment after identifying events that indicated that the fair value of a reporting unit may be below its carrying value. These events included the Company’s shift away from wholesale roaming and retail operations towards carrier managed services and fixed broadband services, delays in completing significant network upgrade projects, the conclusion of certain government subsidy programs leading to slower consumer growth, and delays in enterprise sales and delivery. The combination of these events led to the reporting unit being unable to meet key financial and operational forecasted targets.

As a result of that analysis, we recorded an impairment of $35.3 million during the year ended December 31, 2024. No such impairments were recorded during the year ended December 31, 2025.

Interest income. Interest income represents interest earned on our cash, cash equivalents, restricted cash and short-term investment balances.

Interest income was $0.7 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively.

Interest expense. We incur interest expense on the 2023 CoBank Credit Facility, the 2024 Alaska Credit Facility, the Receivables Credit Facility, the Guyana Credit Facilities, the Sacred Wind Term Debt and the OneVI Debt (each as defined below). In addition, interest expense includes commitment fees, letter of credit fees and the amortization of debt issuance costs.

Interest expense decreased to $47.8 million from $49.5 million for the years ended December 31, 2025 and 2024, respectively, as a result of a decrease in interest rates on borrowings under our credit facilities.

Interest expense may increase in future periods as a result of additional borrowings or an increase in interest rates on those borrowings.

Other income (expense). For the year ended December 31, 2025, other expense was $9.1 million and primarily related to losses on our noncontrolling investments, a non-operating employee-related matter net of insurance proceeds and losses on foreign currency transactions.

For the year ended December 31, 2024, other income (expense) was $1.8 million and primarily related to $1.9 million in losses on foreign currency transactions, $0.8 million of expense on the extinguishment of the 2022 Alaska Credit Facility (as defined below) and $0.2 million of expenses incurred for certain employee benefit plans. These expenses were partially offset by $0.4 million of gains from our noncontrolling investments.

Income taxes. Our effective tax rates for the years ended December 31, 2025 and 2024 were 15.2% and 37.5%, respectively.

The effective tax rate for the year ended December 31, 2025 was primarily impacted by the following items: (i) a $10.5 million benefit associated with the mix of income generated among the foreign jurisdictions in which the Company operates, (ii) a $8.0 million net expense related to valuation allowances placed on certain deferred tax assets, (iii) a $2.8 million expense associated with US and foreign nondeductible expenses, and (iv) a $1 million net expense associated with the change in unrecognized tax positions.

The effective tax rate for the year ended December 31, 2024 was primarily impacted by the following items: (i) a $7.1 million net benefit associated with the change in unrecognized tax positions, (ii) a $6.7 million net expense related to valuation allowances placed on certain deferred tax assets, (iii) a $3.4 million expense associated with Global Intangible Low Tax Income inclusion, (iv) a $3.8 million benefit related to state income taxes, net of federal benefit, and (v) a $12.3 million benefit associated with the mix of income generated among the foreign jurisdictions in which the Company operates.

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Our effective tax rate is based upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. Our consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which we operate. While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex application of tax law and regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgments by management. Accordingly, we could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available.

Net loss attributable to noncontrolling interests, net of tax.  Net loss attributable to noncontrolling interests, net of tax reflected an allocation of $8.6 million and $5.4 million of losses generated by our less than wholly owned subsidiaries for the years ended December 31, 2025 and 2024, respectively. Changes in net loss attributable to noncontrolling interests, net of tax, within our segments, consisted of the following:

●

International Telecom. Within our International Telecom segment, net income attributable to noncontrolling interests, net of tax decreased by $6.6 million to an allocation of $6.2 million of income from an allocation of $12.8 million of income for the years ended December 31, 2025 and 2024, respectively. The decrease was the result of decreased profitability within some of our less than wholly owned subsidiaries. Amounts recorded during the year ended December 31, 2024 were also impacted by a $15.5 million gain on a disposition of assets, primarily real estate, and increased profitability at certain less than wholly owned subsidiaries.

​

●

US Telecom. Within our US Telecom segment, net loss attributable to noncontrolling interests, net of tax decreased by $3.4 million to an allocation of losses of $14.9 million from an allocation of losses of $18.3 million for the years ended December 31, 2025 and 2024, respectively. The decrease was the result of increased losses at our less than wholly owned subsidiaries within this segment. Amounts recorded during the year ended December 31, 2024, were negatively impacted by the impairment of goodwill at our less than wholly owned subsidiaries within this segment. 

Net loss attributable to ATN International, Inc. stockholders.  Net loss attributable to ATN International, Inc. stockholders was $14.9 million for the year ended December 31, 2025, as compared to $26.4 million for the year ended December 31, 2024.

On a per diluted share basis, net loss was $1.38 per diluted share for the year ended December 31, 2025, as compared to $2.10 per diluted share for the year ended December 31, 2024. Such per share amounts were negatively impacted by accrued preferred dividends of $6.1 million and $5.6 million for the years ended December 31, 2025 and 2024, respectively.

Regulatory and Tax Issues

We are involved in a number of regulatory and tax proceedings. A material and adverse outcome in one or more of these proceedings could have a material adverse impact on our financial condition and future operations. For discussion of ongoing proceedings, see Note 12 to the Consolidated Financial Statements in this Report. 

One Big Beautiful Bill Act

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the US The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has reflected the impact of the enacted provisions in its 2025 financial

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statements, which were determined to be immaterial. The Company is currently evaluating the impact of the OBBBA provisions effective in future years on the Company’s financial statements and related disclosures.

Liquidity and Capital Resources 

Historically, we have met our operational liquidity needs and have funded our capital expenditures and acquisitions through a combination of cash-on-hand, internally generated funds, borrowings under our credit facilities, proceeds from dispositions, and seller financings. We believe our current cash, cash equivalents, short term investments and availability under our current credit facilities will be sufficient to meet our cash needs for at least the next twelve months for working capital and capital expenditure requirements. 

Total liquidity.  As of December 31, 2025, we had approximately $117.2 million in cash, cash equivalents, and restricted cash. Of this amount, $61.9 million was held by our foreign subsidiaries and is indefinitely invested outside the US. In addition, we had approximately $614.4 million of debt outstanding and $227.3 million available under our credit facilities as of December 31, 2025. How and when we deploy our balance sheet capacity, including the availability under our various credit facilities (as further described below), will figure prominently in our longer-term growth prospects and stockholder returns.

Uses of Cash

Acquisitions and investments.  We have historically funded our acquisitions with a combination of cash-on-hand and borrowings under our credit facilities, as well as equity investor and seller financings. 

We continue to explore opportunities to expand our telecommunications business or acquire new businesses in the US, the Caribbean and elsewhere. Such acquisitions may require external financing. While there can be no assurance as to whether, when or on what terms we will be able to acquire any such businesses or make such investments, such acquisitions may be completed through the issuance of shares of our capital stock, payment of cash or incurrence of additional debt. From time to time, we may raise capital ahead of any definitive use of proceeds to allow us to move more quickly and opportunistically if an attractive investment materializes.

Cash used in investing activities.  Cash used in investing activities decreased by $17.0 million to $86.8 million from $103.8 million for the years ended December 31, 2025 and 2024, respectively. This year-over-year decrease in cash used in investing activities was primarily the result of the reduction in Company funded capital expenditures and capital expenditures under certain government programs of $20.4 million and $23.9 million, respectively. Offsetting these amounts were reductions of $21.5 million and $5.9 million of cash received for the reimbursement of amounts previously paid for capital expenditures under certain government programs and cash received in proceeds from the disposition of assets and spectrum, respectively.

Cash (used in) provided by financing activities. Cash used in financing activities was $19.2 million during the year ended December 31, 2025. Cash provided by financing activities was $2.9 million during the year ended December 31, 2024. The $22.1 change was primarily the result of a $42.1 million reduction in borrowings, net of repayments, under our credit facilities, offset by reductions in cash used to repurchase our common stock of $11.2 million (including $10.0 million under the 2023 Repurchase Plan, as discussed below) and a $6.3 million reduction in cash used for debt issuance costs.

Working Capital.  We have funded our working capital needs through a combination of internally generated funds and borrowings under our credit facilities. Pursuant to the FirstNet Agreement, AT&T has the option to repay construction costs, with interest, over an eight-year period. To fund the working capital needs created by AT&T’s option to extend its payment terms, we completed the Receivables Credit Facility, as discussed below, on March 26, 2020.

For the year ended December 31, 2025, we spent approximately $90.0 million for capital expenditures and $84.6 million for capital expenditures that are reimbursable under certain government programs. For the year ended

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December 31, 2024, we spent approximately $110.4 million for capital expenditures and $108.5 million for capital expenditures that are reimbursable under certain government programs. The following shows our capital expenditures, by operating segment, for these periods (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital Expenditures

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

  ​ ​ ​

​

​

​

​

International

​

​

US

​

​

Corporate and

​

​

​

Year ended December 31, 

​

​

Telecom

​

​

Telecom

​

​

Other (1)

​

​

Consolidated

2025

​

$

46,581

​

$

43,439

​

$

2

​

$

90,022

2024

​

​

56,693

​

​

53,652

​

​

29

​

​

110,374

​

(1)

Corporate and other items refer to corporate overhead costs and consolidating adjustments and have been presented for reconciliation purposes to consolidated amounts.

We are continuing to invest in our telecommunication networks along with our operating and business support systems in many of our markets. For the year ending December 31, 2026, such investments are expected to total between approximately $105 million to $115 million of non-reimbursable capital expenditures and will primarily relate to network maintenance, upgrades and expansion, which are expected to further drive subscriber and revenue growth in future periods.

Income taxes. We have historically used cash-on-hand to make payments for income taxes. Our policy is to allocate capital where we believe we will get the best returns and to date has been to indefinitely reinvest the undistributed earnings of our foreign subsidiaries. As we continue to reinvest our remaining foreign earnings, no additional provision for income taxes has been made on the accumulated earnings of foreign subsidiaries.

Dividends. For the year ended December 31, 2025, our Board of Directors declared $16.2 million of dividends to our stockholders, which includes a $0.275 per share dividend declared on December 9, 2025 and paid on January 9, 2026. We have declared quarterly dividends since the fourth quarter of 1998.

Stock Repurchase Plan. Our Board of Directors has authorized the repurchase of up to $25.0 million of our common stock, from time to time, on the open market or in privately negotiated transactions (the “2023 Repurchase Plan”). We did not repurchase any of our common stock under the 2023 Repurchase Plan during the year ended December 31, 2025 and repurchased $10.0 million under the 2023 Repurchase Plan during the year ended December 31, 2024. As of December 31, 2025, we had $15.0 million available to repurchase shares of our common stock under the 2023 Repurchase Plan.

Sources of Cash

Cash provided by operations.  Cash provided by operating activities was $133.9 million for the year ended December 31, 2025, as compared to $127.9 million for the year ended December 31, 2024.  The increase of $6.0 million was primarily related to improvements in working capital.

​

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2023 CoBank Credit Facility

On July 13, 2023, we, along with certain of our subsidiaries as guarantors, entered into a Credit Agreement (as may be amended from time to time, the “2023 CoBank Credit Agreement”) with CoBank, ACB (“CoBank”) and a syndicate of other lenders (the “2023 CoBank Credit Facility”). On July 10, 2024, we amended the 2023 CoBank Credit Agreement to add certain subsidiaries as guarantors and to provide further flexibility in order to accept certain grant and government program obligations.

The 2023 CoBank Credit Facility provides for a five-year $170 million revolving credit facility (the “2023 CoBank Revolving Loan”) and a six-year $130 million term loan facility (the “2023 CoBank Term Loan”). We may use (i) up to $25 million under the 2023 CoBank Revolving Loan for letters of credit, and (ii) up to $20 million under a swingline sub-facility.

The 2023 CoBank Term Loan has scheduled quarterly principal payments in the amounts set forth below, with the outstanding principal balance maturing on July 13, 2029. The 2023 CoBank Revolving Loan may be repaid at any time on or prior to its maturity on July 13, 2028. All amounts outstanding under the 2023 CoBank Credit Facility will be due and payable upon the earlier of the maturity date or the acceleration of the loans and commitments upon an event of default.

​

​

​

2023 CoBank Term Loan Quarterly Payment Dates

2023 CoBank Term Loan Quarterly Repayments

December 31, 2023 – June 30, 2025

$812,500 (2.5% per annum)

September 30, 2025 – June 30, 2026 

$1,625,000 (5% per annum)

September 30, 2026 – June 30, 2029  

$2,437,500 (7.5% per annum)

​

Amounts borrowed under the 2023 CoBank Credit Facility bear interest at a rate equal to, at our option, either (i) the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York plus an applicable margin ranging between 2.00% to 3.75% for the 2023 CoBank Term Loan and 1.75% to 3.50% for 2023 CoBank Revolving Loan or (ii) a base rate plus an applicable margin ranging from 1.00% to 2.75% for the 2023 CoBank Term Loan and 0.75% to 2.50% for the 2023 CoBank Revolving Loan. Swingline loans bear interest at the base rate plus the applicable margin for base rate loans. The base rate is equal to the higher of (i) 1.00% plus the one-month SOFR rate (ii) the federal funds effective rate (as defined in the 2023 CoBank Credit Agreement) plus 0.50% per annum; or (iii) the prime rate (as defined in the 2023 CoBank Credit Agreement). The applicable margin is determined based on the ratio (as further defined in the 2023 CoBank Credit Agreement) of our maximum Total Net Leverage Ratio (as defined in the 2023 CoBank Credit Agreement). Under the terms of the 2023 CoBank Credit Agreement, we must also pay a fee ranging from 0.25% to 0.50% on the average daily unused portion of the 2023 CoBank Credit Facility over each calendar quarter.

The 2023 CoBank Credit Agreement contains a financial covenant (as further defined in the 2023 CoBank Credit Agreement) that imposes a maximum Total Net Leverage Ratio, as well as customary representations, warranties and covenants, including covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. The maximum Total Net Leverage Ratio is measured each fiscal quarter and is required to be less than or equal to 3.25 to 1.0. The 2023 CoBank Credit Agreement provides for events of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency and bankruptcy.

We capitalized $4.5 million of fees associated with the 2023 CoBank Credit Facility, which are being amortized over the life of the debt and $2.5 million were unamortized as of December 31, 2025.

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As of December 31, 2025, we had $121.1 million outstanding under the 2023 CoBank Term Loan and $57.6 million under the 2023 CoBank Revolving Loan. As of that date, we had $112.4 million of availability under the 2023 CoBank Revolving Loan. We were in compliance with all financial covenants as of December 31, 2025.

In connection with the proposed Tower Portfolio Transaction, on February 11, 2026, the Company entered into a Consent Agreement (the “Consent”) with CoBank, as Administrative Agent and the Lenders and Voting Participants (constituting Required Lenders (as defined in the 2023 CoBank Credit Agreement)) party thereto, in connection with the 2023 CoBank Credit Agreement. Pursuant to the terms of the Consent, CoBank and the other Lenders and Voting Participants (constituting Required Lenders) party thereto consented to: (i) the consummation of the Tower Portfolio Transaction; (ii) the distributions of the Net Cash Proceeds (as defined in the 2023 CoBank Credit Agreement) from the Tower Portfolio Transaction to the Company and the minority shareholders of the Commnet Parties; (iii) the Net Cash Proceeds received from the Tower Portfolio Transaction being applied to the repayment of the outstanding 2023 CoBank Revolving Loan rather than the 2023 CoBank Term Loan; and (iv) to the extent that there are Net Cash Proceeds remaining after repaying the outstanding 2023 CoBank Revolving Loan, such Net Cash Proceeds being used by the Company and its subsidiaries for working capital and general corporate purposes. The Consent further provides for the release of the Liens (as defined in the 2023 CoBank Credit Agreement) on the assets being sold in connection with the Tower Portfolio Transaction.

In October 2023, we entered into a two-year, forward starting one-month floating to fixed SOFR interest rate swap agreement. The swap was effective November 13, 2023 in a non-amortizing notional amount of $50.0 million, had a fixed SOFR rate of 4.896% and matured on November 13, 2025. The swap agreement had a fair value of $(0.3) million as of December 31, 2024.

Letter of Credit Facility

On November 14, 2022, we entered into a General Agreement of Indemnity to issue performance Standby Letters of Credit on behalf of us and our subsidiaries. As of December 31, 2025, $35.3 million of Standby Letters of Credit had been issued under this agreement.

2024 Alaska Credit Facility

On August 29, 2024, Alaska Communications entered into a Credit Agreement (the “2024 Alaska Credit Agreement”) with Bank of America, N.A., as administrative agent, and a syndicate of lenders (the “2024 Alaska Credit Facility”), to provide debt financing in the form of a $300 million, five-year secured term loan facility (the “2024 Alaska Term Facility”) and a $90 million revolving facility (the “2024 Alaska Revolving Facility”). The maturity date for the 2024 Alaska Credit Facility is August 29, 2029.

The 2024 Alaska Term Facility proceeds were used (a) to refinance Alaska Communications’ outstanding indebtedness under the 2022 Alaska Credit Facility (as defined below) in the amount of approximately $279 million plus accrued and unpaid interest, (b) to pay fees and expenses associated with the completion of this transaction, and (c) for general corporate purposes. As of December 31, 2025, $300.0 million was outstanding under the 2024 Alaska Term Facility.

 Proceeds from the 2024 Alaska Revolving Facility are used, subject to certain limitations, (a) to issue letters of credit to replace or backstop existing letters of credit of Alaska Communications and its direct and indirect subsidiaries, and (b) for working capital purposes, capital expenditures and other general corporate purposes. As of December 31, 2025, $14.5 million was outstanding under the 2024 Alaska Revolving Facility and $0.6 million of letters of credit were issued. As a result, $74.9 million was available under the 2024 Alaska Revolving Facility as of December 31, 2025.

 The 2024 Alaska Credit Facility also provides for incremental term loans (“Incremental Term Loans”) up to an aggregate principal amount of the greater of $91 million and Alaska Communications’ trailing consolidated twelve-

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month EBITDA (as defined in the 2024 Alaska Credit Agreement), subject to Alaska Communications meeting certain conditions.

In connection with the 2024 Alaska Credit Facility, we incurred $6.9 million of fees and rolled over $2.1 million of fees for the 2022 Alaska Credit Facility to be amortized over the life of the debt. As of December 31, 2025, we had $6.6 million of unamortized fees, which are being amortized over the life of the debt, associated with the 2024 Alaska Credit Facility.

Amounts outstanding under the 2024 Alaska Credit Facility bear an interest rate of the following:

​

​

​

​

​

Tier / Level

Alaska Communications Total Net Leverage Ratio

Applicable Margin for Term SOFR Loans and L/C Participation Fees

Applicable Margin for Base Rate Loans and Reimbursement Obligations

Applicable Margin for Commitment Fees

I

Greater than 4.00:1.00

4.50%

3.50%

0.40%

II

Less than or equal to 4.00:1.00 but greater than 3.25:1.00

4.00%

3.00%

0.35%

III

Less than or equal to 3.25:1.00 but greater than 2.50:1.00

3.50%

2.50%

0.30%

IV

Less than or equal to 2.50:1.00

3.00%

2.00%

0.25%

​

Principal payments on the 2024 Alaska Term Facility are due quarterly commencing in the fourth quarter of 2026 in quarterly amounts as follows: from the fourth quarter of 2026 through the third quarter of 2027, $1,875,000; and from the fourth quarter of 2027 through the second quarter of 2029, $3,750,000. The remaining unpaid balance is due on the final maturity date. Payments on any principal amount outstanding under the Incremental Term Loans will be made in installments, on the dates and in the amounts set forth in the applicable amendment for such Incremental Term Loans. Alaska Communications may prepay all revolving loans under the 2024 Alaska Revolving Facility at any time without premium or penalty (other than any customary SOFR breakage costs), subject to certain notice requirements and balance restrictions.

Alaska Communications is required to maintain financial ratios, based on a calculation of EBITDA defined in the 2024 Alaska Credit Agreement, including (a) a maximum Consolidated Net Total Leverage Ratio (as defined in the 2024 Alaska Credit Agreement) of 4.75:1.00, stepping down to 4.50:1.00 beginning with the third quarter of 2027, and stepping down to 4.25:1.00 beginning with the third quarter of 2028; and (b) a minimum Consolidated Fixed Charge Coverage Ratio of not less than 1.25:1.00. The 2024 Alaska Credit Agreement contains customary covenants restricting the incurrence or assumption of debt, granting or assuming liens, declaring dividends and making other restricted payments, making investments, dispositions, engaging in transactions with affiliates, changes to the nature of business, modifying organizational documents and material agreements, entering into sale and leaseback transactions, amending or making prepayments on certain subordinated debt, and entering into mergers and acquisitions.

 The 2024 Alaska Credit Facility is secured by substantially all of the personal property and certain material real property owned by Alaska Communications Systems Holdings, the parent company of Alaska Communications (“Holdings”), Alaska Communications, and its wholly owned subsidiaries, excluding, among other things, certain federal and state licenses where a pledge is prohibited by applicable law or is permitted only with the consent of a governmental authority that has not been obtained.

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 The 2024 Alaska Credit Agreement contains usual and customary affirmative and negative covenants of the parties for credit facilities of this type or as otherwise deemed appropriate by the administrative agent, subject to customary exceptions and materiality standards.

The Company is not a guarantor under the 2024 Alaska Credit Agreement, and the lenders have no recourse against the Company in the event of an occurrence of an Event of Default (as defined in the 2024 Alaska Credit Agreement).

2022 Alaska Credit Facility

On December 23, 2022, Alaska Communications entered into a Credit Agreement (the “2022 Alaska Credit Agreement”) with Fifth Third Bank, National Association, as administrative agent, and a syndicate of lenders (the “2022 Alaska Credit Facility”) to provide a Revolving Credit Commitment of $75.0 million (the “2022 Alaska Revolving Facility”) and Term Loan Commitment of $230.0 million (the “2022 Alaska Term Loan”).

The key terms and conditions of the 2022 Alaska Credit Facility included the following:

●

Amounts outstanding bore an interest rate of the forward-looking SOFR rate with a one-month interest period, plus the SOFR Spread Adjustment of 10 basis points, plus a margin ranging from 3.00% to 4.00% based on Alaska Communications’ Consolidated Total Net Leverage Ratio (as defined in the 2022 Alaska Credit Agreement) or at an alternate base rate at a margin that is 1% lower than the counterpart SOFR margin;

​

●

Principal repayments of $1.4 million were made quarterly commencing with the fourth quarter of 2023;

​

●

Alaska Communications was required to maintain financial ratios as defined in the 2022 Alaska Credit Facility, including (a) a maximum Consolidated Net Total Leverage Ratio of 4.00 to 1, stepping down to 3.75 to 1 beginning with the second quarter of 2024; and (b) a minimum Consolidated Fixed Charge Coverage Ratio of not less than 1.25 to 1. In addition to these financial ratios, Alaska Communications was subject to customary representations, warranties and covenants, including limitations on additional indebtedness, liens, consolidations, mergers, assets sales, advances, investments and loans, transactions with affiliates, sale and leaseback transactions, subordinated indebtedness, and changes in the nature of its business; and

​

●

The 2022 Alaska Credit Facility was non-recourse to us and was secured by substantially all of the personal property and certain material real property owned by Alaska Communications.

​

On August 29, 2024, all outstanding amounts under the 2022 Alaska Credit Facility were repaid in full using the proceeds received upon the completion of the 2024 Alaska Credit Facility and the 2022 Alaska Credit Agreement was terminated. 

Alaska Term Facility

On June 15, 2022, Holdings entered into a secured lending arrangement with Bristol Bay Industrial, LLC (the “Alaska Term Facility”).

The Alaska Term Facility provided for a secured delayed draw term loan in an aggregate principal amount of up to $7.5 million and the proceeds were used to pay certain invoices from a contractor for work performed in connection

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with a fiber build. Interest on the Alaska Term Facility accrued at a fixed rate of 4.0% and scheduled quarterly payments of principal commenced on March 31, 2023. The Alaska Term Facility was repaid in full during 2024.

Alaska Interest Rate Swap Agreements

In November 2023, Alaska Communications entered into two forward starting one-month floating to fixed SOFR interest rate swap agreements. The total non-amortizing notional amount of the agreements is $200 million, with fixed SOFR rates of 4.8695% and 4.8980%. The swap agreements had a fair value of $(0.5) million as of December 31, 2024, and matured on September 30, 2025.

On September 26, 2025, Alaska Communications entered into four forward starting one-month floating to fixed SOFR interest rate swap agreements. The total non-amortizing notional amount of the four agreements was $200 million, with fixed SOFR rates ranging from 3.4290% to 3.4485% and have a maturity date of September 30, 2027. The swap agreements had a fair value of $(0.5) million as of December 31, 2025.

FirstNet Receivables Credit Facility

On March 26, 2020, Commnet Finance, a wholly owned subsidiary of Commnet Wireless, entered into a receivables credit facility with Commnet Wireless and CoBank (the “Receivables Credit Facility”).

The Receivables Credit Facility provides for a senior secured delayed draw term loan in an aggregate principal amount of up to $75.0 million and the proceeds may be used to acquire certain receivables from Commnet Wireless. The receivables to be financed and sold under the Receivables Credit Facility, which provides the loan security, relate to the obligations of AT&T under the FirstNet Agreement.

On December 27, 2024, CoBank amended the Receivables Credit Facility and extended the delayed draw period to December 31, 2025. There were no further extensions of the draw period.

The maturity date for each loan will be set by CoBank and will match the weighted average maturity of the certain receivables financed.

Interest on the loans accrue at a fixed annual interest rate to be quoted by CoBank.

The Receivables Credit Facility contains customary events of termination, representations and warranties, affirmative and negative covenants and events of default customary for facilities of this type.

As of December 31, 2025, Commnet Wireless had $39.9 million outstanding, of which $8.8 million was classified as being current and $31.1 million as long-term on our balance sheet under the Receivables Credit Facility. Commnet Wireless capitalized $0.8 million in fees associated with the Receivables Credit Facility which are being amortized over the life of the debt and $0.3 million were unamortized as of December 31, 2025. 

OneGY Credit Facilities

On October 12, 2022 , OneGY entered into a $2.9 million term facility and a $5.7 million overdraft facility (the “Guyana Credit Facilities”) with Republic Bank (Guyana) Limited. The Guyana Credit Facilities were secured by real estate assets and carried a fixed interest rate of 7.5%. On November 29, 2024, the overdraft facility and term facility were canceled at the request of OneGY.

​

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IDB Credit Facilities

On May 8, 2025, OneGY entered into a Credit Agreement (the “2025 IDB Credit Agreement”) with Inter-American Investment Corporation (“IDB Invest”) to provide (the “2025 IDB Credit Facilities”) a Revolving Credit Commitment of $10.0 million (the “2025 IDB Revolving Facility”) and Term Loan Commitment of up to $30.0 million (the “2025 IDB Term Loan”). The debt is secured by certain assets of OneGY and is not guaranteed by the Company.

Each disbursement under the 2025 IDB Revolving Facility requires an established repayment date. Amounts may be prepaid with prior notice to IDB Invest.

Beginning in the second quarter of 2027, amounts drawn on the 2025 IDB Term Loan must be repaid in quarterly principal payments in the amounts set forth below, with the outstanding principal balance maturing on the tenth anniversary of the effective date. The 2025 IDB Revolving Loan may be repaid at any time on, or prior to, its maturity of 360 days after the first disbursement date.

​

​

​

2025 IDB Term Loan Quarterly Payment Dates

2025 IDB Term Loan Quarterly Repayments

June 22, 2027 – December 22, 2030

5.0% bi-annually

June 22, 2031 – December 22, 2034 

7.5% bi-annually

​

Amounts borrowed under the 2025 IDB Credit Facilities bear interest at a rate equal to SOFR plus an applicable margin of 2.4% for the 2025 IDB Revolving Facility and 3.0% for the 2025 IDB Term Loan. In the case of the 2025 IDB Term Loan, there is a prepayment fee equal to 1% until the first anniversary from the effective date, 0.5% until the second anniversary from the effective date, and 0.0% thereafter.

The 2025 IDB Credit Agreement contains a financial covenant that imposes on OneGY a maximum Net Financial Debt to EBITDA Ratio and a maximum Debt to Equity ratio and a minimum EBITDA to Net Financial Expense Ratio (each as defined in the 2025 IDB Credit Agreement), as well as customary representations, warranties and covenants. The 2025 IDB Credit Agreement provides for events of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency and bankruptcy.

As of December 31, 2025, there were no outstanding borrowings under the 2025 IDB Revolving Facility or the 2025 IDB Term loan. As of December 31, 2025, OneGY was in compliance with all financial covenants.

Sacred Wind Term Debt

Our subsidiary, Sacred Wind, has a term debt facility (the “Sacred Wind Term Debt”) with the US, acting through the Administrator of the Rural Utilities Service (“RUS”), which provides financial assistance in the form of loans under the Rural Electrification Act of 1936 to furnish or improve telecommunications and/or broadband services in rural areas, is secured by substantially all of the assets of Sacred Wind and is an underlying mortgage to the US. These mortgage notes are to be repaid in equal monthly installments covering principal and interest beginning after date of issue and expiring by 2035.

The Sacred Wind Term Debt contains certain restrictions on the declaration or payment of dividends, redemption of capital stock or investment in affiliated companies without the consent of the RUS noteholders. The agreements also contain a financial covenant that Sacred Wind was not in compliance with as of December 31, 2024. Sacred Wind submitted a corrective action plan to comply with the financial covenant by December 31, 2028. The corrective action plan was accepted by the RUS and, as of December 31, 2025, we were in compliance with that corrective action plan.

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As of December 31, 2025, $21.3 million was outstanding under the Sacred Wind Term Debt. Of that amount, $3.6 million was current and $17.7 million was long term.

The mortgage notes carry fixed interest rates ranging from 0.88% to 5.0%.

OneVI Debt

We, and certain of our subsidiaries, entered into a loan agreement (“OneVI Debt Agreement”) for a $60.0 million loan (the “OneVI Debt”) with National Cooperative Services Corporation (“NCSC”). The OneVI Debt Agreement contains customary representations, warranties, and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limits the maximum ratio of indebtedness to annual operating cash flow to 3.5 to 1.0 (the “OneVI Net Leverage Ratio”). This covenant is tested on an annual basis at the end of each fiscal year. Interest is paid quarterly at a fixed rate of 4.0% per annum and principal repayment was not required until maturity on July 1, 2026. Prepayment of amounts under the OneVI Debt Agreement were subject to a fee under certain circumstances. The debt is secured by certain assets of the OneVI subsidiaries and is guaranteed by us.

We paid a fee of $0.9 million in 2016 to lock the interest rate at 4% per annum over the term of the OneVI Debt Agreement. The fee was recorded as a reduction to the OneVI Debt carrying amount and is being amortized over the life of the loan. As of December 31, 2025, the unamortized fee was $0.1 million.

As of December 31, 2025, $60.0 million of the OneVI Debt remained outstanding. Of that amount, $2.3 million was current and $57.7 million was long term.

On May 5, 2022, the OneVI Net Leverage Ratio was amended to 7.0 to 1.0 through the maturity date of July 1, 2026. The OneVI Net Leverage Ratio is tested annually, and we were in compliance with the OneVI Net Leverage Ratio as of December 31, 2025.

On November 5, 2025, the Company and certain of its subsidiaries (the “OneVI Borrowers”) amended the OneVI Debt Agreement (the “OneVI Debt Amendment”) to extend the maturity date of the OneVI Debt from July 1, 2026 to July 1, 2035 (the “Extended Maturity Date”). The OneVI Debt Amendment further provides that the OneVI Debt will continue to accrue interest at the current fixed 4.0% rate through June 30, 2026 and, beginning on July 1, 2026, NCSC will offer, at the Borrowers’ option, a forward fixed rate or variable rate of interest for the remainder of the term of the OneVI Debt through the Extended Maturity Date. If the OneVI Borrowers elect the variable rate, the variable rate will be NCSC’s standard variable rate of interest for long-term loans and subject to change monthly, and the OneVI Borrowers will have the option to convert all or a portion of principal outstanding as of the date specified in the Conversion Notice (as defined in the OneVI Debt Agreement), to NCSC’s standard fixed interest rates for long-term loans at any time thereafter without a fee.

Additionally, the OneVI Debt Amendment provides that the OneVI Debt will continue to require interest-only payments at the current rate through June 30, 2026; beginning on July 1, 2026, the OneVI Debt will be subject to a quarterly repayment schedule.

​

​

​

Payment Dates

Annual Principal Repayment

Years 1-3

8%

Years 4-6

10%

Years 7-8

15%

Year 9

18%

​

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The OneVI Debt Amendment includes financial covenants by the OneVI Borrowers that impose a maximum ratio of indebtedness to annual operating cash flow of 5.00 as of December 31, 2026, 4.75 as of December 31, 2027, and 4.50 times as of December 31, 2028 and each year thereafter. Additionally, the OneVI Borrowers are to maintain a minimum fixed charge cover ratio of 1.25 to begin December 31, 2026, tested annually thereafter through the Extended Maturity Date. The interest rate will be reset on the original loan maturity date of July 1, 2026.

Debt Maturity

The table below summarizes the annual maturities of our debt instruments (amounts in thousands).

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Customer

​

US

​

International

​

Corporate and

​

Total

Receivable

Amounts Maturing During

Telecom

​

Telecom (1)

​

Other

​

Debt

Credit Facility

Year ending December 31, 2026

$

5,471

​

$

2,250

​

$

8,125

​

$

15,846

$

8,784

Year ending December 31, 2027

​

13,096

​

​

4,500

​

​

9,750

​

​

27,346

​

9,208

Year ending December 31, 2028

​

18,858

​

​

4,500

​

​

67,370

​

​

90,728

​

9,657

Year ending December 31, 2029

​

292,249

​

​

5,250

​

​

93,438

​

​

390,937

​

6,274

Year ending December 31, 2030

​

3,172

​

​

6,000

​

​

—

​

​

9,172

​

2,989

Thereafter

​

2,985

​

​

37,500

​

​

—

​

​

40,485

​

2,958

Total

​

335,831

​

​

60,000

​

​

178,683

​

​

574,514

​

39,870

Debt Discounts

​

(6,797)

​

​

(48)

​

​

(2,502)

​

​

(9,347)

​

(252)

Book Value as of December 31, 2025

$

329,034

​

$

59,952

​

$

176,181

​

$

565,167

$

39,618

​

​

Factors Affecting Sources of Liquidity

Internally generated funds. The key factors affecting our internally generated funds are demand for our services, competition, regulatory developments, economic conditions in the markets where we operate our businesses and industry trends within the telecommunications industry.  

Restrictions under 2023 CoBank Credit Facility.  Our 2023 CoBank Credit Facility contains customary representations, warranties and covenants, including covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. 

In addition, the 2023 CoBank Credit Facility contains a financial covenant that imposes a maximum ratio of indebtedness to EBITDA. As of December 31, 2025, we were in compliance with all of the financial covenants of the 2023 CoBank Credit Facility. 

Capital markets.  Our ability to raise funds in the capital markets depends on, among other things, general economic conditions, the conditions of the telecommunications industry, our financial performance, the state of the capital markets and our compliance with SEC requirements for the offering of securities. In August 2025, we filed a new “universal” shelf registration statement with the SEC, to register potential future offerings of up to $300 million of our securities.

Foreign Currency

We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies, primarily the Guyana Dollar, to US Dollars at the appropriate rates as of the balance sheet date. Changes in the carrying value of these assets and liabilities attributable to fluctuations in rates are recognized in foreign currency translation

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adjustment, a component of accumulated other comprehensive income on our balance sheet. Income statement accounts are translated using the monthly average exchange rates during the year. Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is reported in other income within our income statement. During the years ended December 31, 2025 and 2024, we recorded $2.0 million and $1.9 million, respectively, in losses on foreign currency transactions. We will continue to assess the impact of our exposure to the Guyana Dollar.

Inflation

Several of our markets have experienced increases in operating costs, some of which we believe are attributable to inflation. If inflation continues or worsens, it could negatively impact our Company by increasing our operating expenses. Inflation may lead to cost increases in multiple areas across our business, for example, rises in the prices of raw materials and manufactured goods, increased energy rates, as well as increased wage pressures and other expenses related to our employees. In particular, where we have agreed to undertake infrastructure build-outs on a fixed budget for our carrier customers or by accepting government grants, inflation may result in build costs that exceed our original budget given the long delays experienced in procuring equipment and materials due to global supply chain delays. To the extent that we are unable to pass on these costs through increased prices, revised budget estimates, or offset them in other ways, they may impact our financial condition and cash flows.

Tariffs

During 2025, the US government announced tariffs on goods imported from various countries to the US. Many of such tariffs were determined to be unlawful by the US Supreme Court. New tariffs have since been implemented by the US Administration. Uncertainty with respect to tariffs remains ongoing, and we are actively monitoring the tariff developments and analyzing the potential impacts, if any, on our businesses, cost structures, supply chain and broader economic environment.

The previously implemented tariffs did not have a material impact on our financial condition or results of operations during the year ended December 31, 2025. However, due to the uncertainty with respect to such tariffs and their evolving nature, we cannot predict the impact, if any, they may have on our business or results in the future.

Material Cash Obligations and Sources

Capital Expenditures. We are continuing to invest in our telecommunication networks along with our operating and business support systems in many of our markets.  Such investments include the upgrade and expansion of both our mobility and fixed telecommunications networks, as well as our service delivery platforms. For 2026, we expect non-reimbursable capital expenditures to be approximately $105 million to $115 million, and will primarily relate to network maintenance, upgrades and expansion. We expect to fund our 2026 capital expenditures primarily from our current cash balances, cash generated from operations and our existing credit facilities.

Long-term Debt. To service our previously described debt facilities, we will be required to make future minimum principal repayments (not including interest, commitment fees or letter of credit fees) of $24.6 million in 2026 and then $36.6 million, $100.4 million, $397.2 million, and $12.2 million during 2027 through 2030, respectively, and then $43.4 million in subsequent years.

Lease Commitments. We have operating and financing leases for towers, land, corporate offices, retail facilities, and data transport capacity. In order to comply with our lease agreements, we will be required to pay $19.4 million in 2026 and then $18.1 million, $13.8 million, $9.9 million and $7.6 million during 2027 through 2030, respectively, and then $74.1 million in subsequent years.

FirstNet Agreement. In connection with the FirstNet Agreement, we are building a portion of AT&T’s network for FirstNet in or near our current operating area in the western US. We expect to incur construction costs of

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approximately $4 million, during 2026, in order to complete the network build portion of the FirstNet Agreement. Following acceptance of the cell sites, AT&T will own the sites and we will assign to AT&T any third-party tower lease applicable to such cell site.  If the cell site is located on a communications tower we own, AT&T will pay us pursuant to a separate lease agreement for an initial term of eight years. In addition to building the network, we will provide ongoing equipment and site maintenance and high-capacity transport to and from these cell sites for an initial term ending in 2031. 

Spectrum Buildout Commitments.  In connection with our spectrum licenses in the US and other jurisdictions in which we operate, we will have to achieve certain spectrum build-out obligations. We expect to comply with all applicable requirements related to these licenses but cannot currently estimate the cost of building our network in the covered areas.  If we do not comply with such requirements in a certain area within timeframe specified in the applicable spectrum license, our spectrum license for that area may be forfeited.

Construction grants. We have also been awarded construction grants to build network connectivity for eligible communities. The funding of these grants reimburse us for our construction costs. As of December 31, 2025, $98.8 million of such construction obligations remain with completion deadlines beginning in 2026. Once these projects are constructed, we are obligated to provide service to the participants.

Software licensing, maintenance and other business support systems. We have committed to agreements with vendors to provide us with software licensing and maintenance services, as well as other business support systems. These agreements expire primarily during the year ending December 31, 2026 and will require us to pay approximately $84.0 million in 2026, and then $9.7 million, $7.4 million, $5.1 million, and $3.5 million during 2027 through 2030, respectively and then $15.0 million thereafter.

Circuits and other transport costs. We expect to pay $53.0 million, $13.7 million, $6.4 million, $2.8 million and $1.0 million during the years ending December 31, 2026, 2027, 2028, 2029 and 2030, respectively, for circuit and other telecommunication transport costs. Thereafter, we are obligated to pay an additional $2.1 million for such services.

Sources of Cash. In addition to future internally generated funds, we had the following available to us under our credit facilities as of December 31, 2025 and may be able to raise funds in the capital markets by making an offering under our universal shelf registration.

​

​

​

​

Credit Facility

​

​

Available as of December 31, 2025 (in millions)

2023 CoBank Credit Facility

​

$

112.4

2024 Alaska Revolving Facility

​

​

74.9

2025 IDB Term Loan

​

​

30.0

2025 IDB Revolving Facility

​

​

10.0

Total available

​

$

227.3

Critical Accounting Estimates

We have based our discussion and analysis of our financial condition and results of operations on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We base our estimates on our operating experience and on various conditions existing in the market and we believe them to be reasonable under the circumstances. Our estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

We have identified the critical accounting estimates that we believe require significant judgment in the preparation of our Consolidated Financial Statements. We consider these accounting estimates to be critical because

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changes in the assumptions or estimates we have selected have the potential of materially impacting our financial statements.

Revenue Recognition. In determining the appropriate amount of revenue to recognize for a particular transaction, we apply the criteria established by the authoritative guidance for revenue recognition and defer those items that do not meet the recognition criteria. As a result of the cutoff times of our billing cycles, we are often required to estimate the amount of revenues earned but not billed from the end of each billing cycle to the end of each reporting period. These estimates are based primarily on rate plans in effect and historical evidence with each customer or carrier. Adjustments affecting revenue can and occasionally do occur in periods subsequent to the period when the services were provided, billed and recorded as revenue, however, historically, these adjustments have not been material.

We apply our judgment when assessing the ultimate realization of receivables, including assessing the probability of collection and the current credit- worthiness of customers. We establish an allowance for credit losses on trade receivables sufficient to cover probable and reasonably estimable losses. Our estimate of the allowance for credit losses on trade receivables considers collection experience, aging of the accounts receivable, the credit quality of the customer and, where necessary, other macro-economic factors.

Goodwill and Long-Lived Intangible Assets. In accordance with the authoritative guidance regarding the accounting for impairments or disposals of long-lived assets and the authoritative guidance for the accounting for goodwill and other intangible assets, we evaluate the carrying value of our long-lived assets, including property and equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists when estimated undiscounted cash flows attributable to non-current assets subject to depreciation and amortization and discounted cash flows for intangible assets not subject to amortization are less than their carrying amount. For long lived assets other than goodwill, if an asset is deemed to be impaired, the amount of the impairment loss recognized represents the excess of the asset’s carrying value as compared to its estimated fair value, based on management’s assumptions and projections.

Our estimates of the future cash flows attributable to our long-lived assets and the fair value of our businesses involve significant uncertainty. Those estimates are based on management’s assumptions of future results, growth trends and industry conditions. If those estimates are not met, we could have additional impairment charges in the future, and the amounts may be material.

We also assess the carrying value of goodwill and indefinite-lived intangible assets on an annual basis or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The carrying value of each reporting unit, including goodwill assigned to that reporting unit, is compared to its fair value. If the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit, an impairment charge is recorded equal to the excess, but not more than the total amount of goodwill allocated to the reporting unit.

We assess the recoverability of the value of our telecommunications licenses using either a market or income approach. We believe that our telecommunications licenses generally have an indefinite life based on historical ability to renew such licenses, that such renewals may be obtained indefinitely and at little cost, and that the related technology used is not expected to be replaced in the foreseeable future. If the value of these assets was impaired by some factor, such as an adverse change in the subsidiary’s operating market, we may be required to record an impairment charge. We test the impairment of our telecommunications licenses annually or more frequently if events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of telecommunications licenses with their carrying amount.

During the year ended December 31, 2024, we completed our impairment assessment for our US Telecom segment after identifying events that indicated that the fair value of a reporting unit may be below its carrying value. These events included the Company’s continued shift away from wholesale roaming and retail operations towards carrier managed services and fixed broadband services, delays in completing significant network upgrade projects, the conclusion of certain government subsidy programs leading to slower consumer growth, and delays in enterprise sales and delivery. The combination of these events led to the reporting unit being unable to meet key financial and

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operational forecasted targets. As a result of that analysis, we recorded an impairment of $35.3 million during the year ended December 31, 2024. No such impairments were recorded during the year ended December 31, 2025.

Contingencies. We are subject to proceedings, lawsuits, tax audits and other claims related to lawsuits and other legal and regulatory proceedings that arise in the ordinary course of business as further described in Note 12 to the Consolidated Financial Statements included in this Report. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as the potential ranges of probable losses. A determination of the amount of loss accruals required, if any, for these contingencies is made after careful analysis of each individual issue. We consult with legal counsel and other experts where necessary in connection with our assessment of any contingency. The required accrual for any such contingency may change materially in the future due to new developments or changes in each matter.  We believe that some adverse outcome is probable and have accordingly accrued $16.1 million as of December 31, 2025 for these matters.

Recent Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements included in this Report.
