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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-12593

ATN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)	47-0728886 (I.R.S. Employer Identification No.)
500 Cummings Center, Suite 2450 Beverly, Massachusetts (Address of principal executive offices)	01915 (Zip Code)

(978) 619-1300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	ATNI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ◻		Accelerated filer ⌧

Non-accelerated filer ◻		Smaller reporting company ⌧
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ⌧

As of May 11, 2026, the registrant had outstanding 15,380,853 shares of its common stock ($.01 par value).

Table of Contents

ATN INTERNATIONAL, INC.

FORM 10-Q

Quarter Ended March 31, 2026


CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS		3

PART I—FINANCIAL INFORMATION		4

Item 1	Unaudited Condensed Consolidated Financial Statements	4

	Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	4

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	5

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2026 and 2025	6

	Condensed Consolidated Statements of Equity for the Three Months Ended March31, 2026 and 2025	7

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2026	8

	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39-64

Item 3	Quantitative and Qualitative Disclosures About Market Risk	64

Item 4	Controls and Procedures	64

PART II—OTHER INFORMATION		65

Item 1	Legal Proceedings	65

Item 1A	Risk Factors	65

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	65

Item 5	Other Information	66

Item 6	Exhibits	67

SIGNATURES		68

CERTIFICATIONS

Table of Contents

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (or the “Report”) contains forward-looking statements relating to, among other matters, the Company’s future financial performance, business goals and objectives, and results of operations, and management’s plans, expectations and strategy for the future. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results. Actual future events and results could differ materially from the events and results indicated in these statements as a result of many factors, including, among others: (1) the general performance of our operations, including operating margins, revenues, capital expenditures, the impact of cost savings initiatives and the retention of and future growth of our subscriber base; (2) our ability to complete the pending Tower Portfolio Transaction (as defined below) and realize the anticipated benefits thereof; (3) our reliance on a limited number of key suppliers and vendors for timely supply of equipment and services relating to our network infrastructure; (4) our ability to satisfy the needs and demands of our major carrier customers; (5) our ability to realize expansion plans for our fiber markets; (6) the adequacy and expansion capabilities of our network capacity and customer service system to support our customer growth; (7) our ability to efficiently and cost-effectively upgrade our networks and information technology platforms to address rapid and significant technological changes in the telecommunications industry; (8) continued access to capital and credit markets on terms we deem favorable; (9) government subsidy program availability and regulation of the our businesses, which may impact the our telecommunications licenses, our revenues and operating costs; (10); the impact (if any) of geopolitical instability and US military presence in the Caribbean; (11) our ability to successfully transition our US Telecom business away from wholesale mobility to other carrier and consumer-based services; (12) ongoing risk of an economic downturn, political, geopolitical and other risks and opportunities impacting our operations, including those resulting from changes and uncertainties related to trade policies or tariff regulations, financial market volatility and disruption, uncertain economic conditions in the US and abroad, inflationary concerns, and other macroeconomic headwinds including increased costs and supply chain disruptions; (13) management transitions, and the loss of, or an inability to recruit skilled personnel in our various jurisdictions, including key members of management; (14) our ability to find investment or acquisition or disposition opportunities that fit our strategic goals; (15) the occurrence of weather events and natural catastrophes and our ability to secure the appropriate level of insurance coverage and the impact of such events on the timing of project implementation and corresponding revenue; and (16) increased competition. These and other additional factors that may cause actual future events and results to differ materially from the events and results indicated in the forward-looking statements above are set forth more fully under Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026, and the other reports the Company files from time to time with the SEC. The Company undertakes no obligation and has no intention to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors that may affect such forward-looking statements, except as required by law.

In this Report, the words “the Company,” “we,” “our,” “ours,” “us” and “ATN” refer to ATN International, Inc. and its subsidiaries. This Report contains trademarks, service marks and trade names that are the property of, or licensed by, ATN and its subsidiaries.

References to dollars ($) refer to US dollars unless otherwise specifically indicated.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands, Except Share Data)


		March 31,			December 31,
		2026			2025
ASSETS
Current Assets:
Cash and cash equivalents		$	108,831		$	102,491
Restricted cash			14,659			14,663
Short-term investments			396			395
Accounts receivable, net of allowances for credit losses of $16.8 million and $15.5 million, respectively			86,311			80,666
Government grant receivables			37,464			45,144
Customer receivable			9,365			8,783
Inventory, materials and supplies			14,123			14,332
Prepayments and other current assets			55,376			50,202
Assets held for sale			8,600			11,200
Total current assets			335,125			327,876

Fixed assets, net			954,823			991,767
Telecommunication licenses, net			105,486			105,486
Goodwill			4,835			4,835
Intangible assets, net			7,035			7,449
Operating lease right-of-use assets			92,206			98,158
Customer receivable - long term			32,333			35,128
Assets held for sale, net of current portion			39,313			—
Other assets			103,497			102,555
Total assets		$	1,674,653		$	1,673,254
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current Liabilities:
Current portion of long-term debt		$	21,623		$	15,846
Current portion of customer receivable credit facility			8,892			8,784
Accounts payable and accrued liabilities			177,506			173,301
Dividends payable			4,230			4,196
Accrued taxes			11,306			7,596
Current portion of lease liabilities			14,095			13,891
Advance payments and deposits			37,993			39,485
Liabilities held for sale			1,250			—
Total current liabilities			276,895			263,099
Deferred income taxes			711			1,950
Lease liabilities, excluding current portion			70,935			75,277
Deferred revenue, long-term			45,469			46,888
Liabilities held for sale, net of current portion			6,101			—
Other liabilities			63,502			65,085
Customer receivable credit facility, net of current portion			28,513			30,834
Long-term debt, excluding current portion			548,537			549,321
Total liabilities			1,040,663			1,032,454
Redeemable noncontrolling interests:
Preferred redeemable noncontrolling interests			73,414			71,820
Common redeemable noncontrolling interests			15,001			15,001
Total redeemable noncontrolling interests			88,415			86,821
ATN International, Inc. Stockholders’ Equity:
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding			—			—
Common stock, $0.01 par value per share; 50,000,000 shares authorized; 18,259,703 and 18,061,239 shares issued, respectively, 15,380,853 and 15,257,391 shares outstanding, respectively			183			181
Treasury stock, at cost; 2,878,850 and 2,803,848 shares, respectively			(105,046)			(103,183)
Additional paid-in capital			221,936			220,156
Retained earnings			300,744			312,407
Accumulated other comprehensive income			15,762			14,731
Total ATN International, Inc. stockholders’ equity			433,579			444,292
Noncontrolling interests			111,996			109,687
Total equity			545,575			553,979
Total liabilities, redeemable noncontrolling interests and equity		$	1,674,653		$	1,673,254

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

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ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

(In Thousands, Except Per Share Data)


		Three months ended March 31,
		2026			2025
REVENUE:
Communication services		$	178,458		$	174,031
Construction			—			1,046
Other			3,761			4,217
Total revenue			182,219			179,294
OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):
Cost of communication services and other			77,426			78,224
Cost of construction revenue			—			1,501
Selling, general and administrative			56,176			55,228
Stock-based compensation			1,935			1,905
Transaction-related charges			833			1,436
Restructuring and reorganization expenses			1,725			1,830
Depreciation and amortization			31,156			34,527
Amortization of intangibles from acquisitions			496			1,226
Loss on disposition of assets, transfers and contingent consideration			782			750
Total operating expenses			170,529			176,627
Income from operations			11,690			2,667
OTHER EXPENSE
Interest income			132			272
Interest expense			(10,478)			(11,950)
Other expense			(3,232)			(2,568)
Other expense			(13,578)			(14,246)
LOSS BEFORE INCOME TAXES			(1,888)			(11,579)
Income tax expense (benefit)			1,586			(192)
NET LOSS			(3,474)			(11,387)
Net loss attributable to noncontrolling interests, net of tax expense of $0.1 million and $(0.2) million, respectively			677			2,459
NET LOSS ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS		$	(2,797)		$	(8,928)
NET LOSS PER WEIGHTED AVERAGE SHARE ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS:
Basic		$	(0.29)		$	(0.69)
Diluted		$	(0.29)		$	(0.69)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic			15,283			15,131
Diluted			15,283			15,131
DIVIDENDS PER SHARE APPLICABLE TO COMMON STOCK		$	0.275		$	0.24

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

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ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

(In Thousands)


	Three months ended March 31,
	2026			2025
Net loss	$	(3,474)		$	(11,387)
Other comprehensive income:
Unrealized gain on derivatives, net of tax expense of $0		1,031			431
Other comprehensive income, net of tax		1,031			431
Comprehensive loss		(2,443)			(10,956)
Less: Comprehensive loss attributable to noncontrolling interests		677			2,459
Comprehensive loss attributable to ATN International, Inc.	$	(1,766)		$	(8,497)

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

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ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

(In Thousands, Except Per Share Data)


	Total Equity
				Treasury		Additional				Other		ATNI		Non-
		Common		Stock,		Paid In		Retained		Comprehensive		Stockholders’		Controlling		Total
		Stock		at cost		Capital		Earnings		Income/(Loss)		Equity		Interests		Equity
Balance, December 31, 2025	$	181	$	(103,183)	$	220,156	$	312,407	$	14,731	$	444,292	$	109,687	$	553,979
Issuance of 198,464 shares of common stock		2		—		(2)		—		—		—		—		—
Purchase of 75,002 shares of common stock		—		(1,863)		—		—		—		(1,863)		—		(1,863)
Stock-based compensation		—		—		1,780		—		—		1,780		155		1,935
Dividends declared on common stock ($0.275 per common share)		—		—		—		(4,229)		—		(4,229)		—		(4,229)
Repurchase of noncontrolling interests		—		—		2		—		—		2		(212)		(210)
Accrued dividend - redeemable preferred units		—		—		—		(1,594)		—		(1,594)		—		(1,594)
Deemed dividend - redeemable common units		—		—		—		(3,043)		—		(3,043)		3,043		—
Comprehensive income:
Net loss		—		—		—		(2,797)		—		(2,797)		(677)		(3,474)
Other comprehensive loss		—		—		—		—		1,031		1,031		—		1,031
Total comprehensive loss		—		—		—		(2,797)		1,031		(1,766)		(677)		(2,443)
Balance, March 31, 2026	$	183	$	(105,046)	$	221,936	$	300,744	$	15,762	$	433,579	$	111,996	$	545,575

Balance, December 31, 2024	$	179	$	(102,413)	$	212,759	$	368,191	$	10,777	$	489,493	$	105,958	$	595,451
Issuance of 138,013 common units		1		—		(1)		—		—		—		—		—
Purchase of 35,699 shares of common stock		—		(730)		—		—		—		(730)		—		(730)
Stock-based compensation		—		—		1,611		—		—		1,611		293		1,904
Dividends declared on common stock ($0.24 per common share)		—		—		—		(3,652)		—		(3,652)		—		(3,652)
Repurchase of noncontrolling interests		—		—		(7)		—		—		(7)		(38)		(45)
Accrued dividend - redeemable preferred units		—		—		—		(1,458)		—		(1,458)		—		(1,458)
Deemed dividend - redeemable common units		—		—		—		(3,425)		—		(3,425)		3,631		206
Comprehensive income:
Net loss		—		—		—		(8,928)		—		(8,928)		(2,459)		(11,387)
Other comprehensive income		—		—		—		—		431		431		—		431
Total comprehensive loss		—		—		—		(8,928)		431		(8,497)		(2,459)		(10,956)
Balance, March 31, 2025	$	180	$	(103,143)	$	214,362	$	350,728	$	11,208	$	473,335	$	107,385	$	580,720

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ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

(In Thousands)


	For Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(3,474)		$	(11,387)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Depreciation and amortization		31,156			34,527
Amortization of intangibles from acquisitions		496			1,226
Provision for doubtful accounts		2,156			1,854
Amortization of debt issuance costs		719			716
Loss on disposition of assets, transfers and contingent consideration		782			750
Stock-based compensation		1,935			1,905
Deferred income taxes		(1,239)			(2,520)
Loss on investments		2,620			4
Changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions:
Accounts receivable and government grant receivables		(8,849)			(2,440)
Customer receivable		2,213			1,015
Accrued taxes		4,729			2,223
Materials and supplies, prepayments, and other current assets		(4,564)			6,004
Accounts payable and accrued liabilities and advance payments and deposits		4,150			2,567
Other assets		(2,229)			1,501
Other liabilities		(820)			(2,040)
Net cash provided by operating activities		29,781			35,905
Cash flows from investing activities:
Capital expenditures		(21,017)			(20,832)
Government capital programs
Amounts disbursed		(13,528)			(22,445)
Amounts received		13,299			17,281
Purchase of investments - employee benefit plan		(14)			(14)
Proceeds from investments - employee benefit plan		—			729
Proceeds from sale of assets		500			141
Net cash used in investing activities		(20,760)			(25,140)
Cash flows from financing activities:
Dividends paid on common stock		(4,196)			(3,627)
Payment of debt issuance costs		(13)			(172)
Finance lease payments		(187)			(494)
Term loan - repayments		(2,499)			(1,653)
Revolving credit facility – borrowings		26,600			13,000
Revolving credit facility – repayments		(19,750)			(7,000)
Repayment of customer receivable credit facility		(2,242)			(2,030)
Purchases of common stock – stock- based compensation		(1,863)			(730)
Repurchases of noncontrolling interests		(210)			(44)
Funds payable and amounts due to customers		1,675			—
Net cash used in financing activities		(2,685)			(2,750)
Net change in cash, cash equivalents, and restricted cash		6,336			8,015
Total cash, cash equivalents, and restricted cash, beginning of period		117,154			89,244
Total cash, cash equivalents, and restricted cash, end of period	$	123,490		$	97,259
Supplemental cash flow information:
Interest paid	$	8,850		$	10,366
Taxes paid	$	1,096		$	1,053
Dividends declared, not paid	$	4,229		$	3,652
Noncash investing activity:
Assets held for sale	$	47,913		$	—
Liabilities held for sale	$	7,350		$	—
Purchases of property, plant and equipment included in accounts payable and accrued expenses
Amounts accrued for reimbursable capital expenditures from government capital programs	$	17,890		$	22,191
Amounts accrued for non-reimbursable capital expenditures	$	8,246		$	13,970

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

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ATN INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.ORGANIZATION AND BUSINESS OPERATIONS

The Company is a leading provider of digital infrastructure and communications services with a strategic focus on rural and remote markets in the United States (“US”), and internationally, including Bermuda and the Caribbean region.

The Company has developed significant operational capabilities and resources that enhance the performance of its local market operations. The Company’s 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 the Company serves. The Company provides 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 the Company’s consolidated financial results.

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

For additional information regarding the Company’s 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, the Company offered the following services to its customers:

●

Fixed Telecommunications Services (“Fixed Services”). The Company provides 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 Telecommunication Services (“Carrier Services”). The Company offers 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.

●

Mobile Telecommunications Services (“Mobility Services”). The Company offers mobile communications services over its wireless networks, including voice, messaging and data services along with related equipment, such as handsets, to both business and consumer customers.

●

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

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

●

International Telecom. In the Company’s international markets, it offers fixed, carrier, mobility and managed services to customers in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands.

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●

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

The following chart summarizes the operating activities of the Company’s principal subsidiaries, the segments in which it reported its revenue and the markets it served during 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, the Company continued to unify branding across its networks, and the Company now sells Fixed and Mobility Services under the “One Communications” brand in Bermuda, Guyana and the US Virgin Islands. The Company refers to its business in Guyana as “OneGY” and its business in the US Virgin Islands as “OneVI” throughout this Report.

For further information about the Company’s financial segments and geographical information about its operating revenues and assets, see Note 13 to the Unaudited Condensed Consolidated Financial Statements included in this Report.

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Restructuring and reorganization expense

The Company engages in restructuring and reorganization activities from time to time. These activities are primarily reduction in force costs incurred to increase operational efficiency and improve the Company’s operating margins. The Company’s 2025 reorganization plan began in January 2025 and ended on December 31, 2025. As of December 31, 2025, the Company recorded $10.2 million of costs under the 2025 reorganization plan and of that amount $1.3 million was accrued and payable as of March 31, 2026.

The Company’s 2026 reorganization plan began in January 2026. As of March, 31, 2026, the Company recorded $1.7 million of costs under the 2026 reorganization plan and of that amount $0.2 million was accrued and payable. A summary of the restructuring and reorganization costs is below (in thousands).


	Three months ended March 31, 2026
			International		US		Corporate and
			Telecom		Telecom		Other (1)		Consolidated
Employee costs		$	745	$	159	$	40	$	944
Consulting costs			—		32		749		781
Total		$	745	$	191	$	789	$	1,725

The Company expects to incur $3 million to $4 million in reorganization costs in the first half of 2026.

2. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC. The financial information included herein is unaudited; however, the Company believes such information and the disclosures herein are adequate to make the information presented not misleading and reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company’s financial position and results of operations for the periods described therein. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Results of interim periods may not be indicative of results for the full year. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026.

The condensed consolidated financial statements include the accounts of the Company, its subsidiaries in which the Company holds controlling interests and certain entities which are consolidated in accordance with the provisions of the Financial Accounting Standards Board’s (“FASB”) authoritative guidance on the consolidation of variable interest entities, since it is determined that the Company is the primary beneficiary of these entities.

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Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) No. 2024-03, “Disaggregation of Income Statements Expenses (DISE)” (“ASU 2024-03”), which requires that a public entity provide additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with retrospective application. The standard allows early adoption of these requirements and the Company is currently evaluating the disclosure impacts of adoption.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other – Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 removes references to software development project stages and requires software cost capitalization when two criteria are met (i) management has authorized and committed to funding the project, and (ii) it is probable that the project will be completed and used as intended. ASU 2025-06 will be effective for annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impacts of its adoption.

In July 2025, the FASB issued ASU No. 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”), which provided a practical expedient for all entities to assume current conditions as of the balance sheet date will remain through the reasonable and supportable forecast period for eligible assets. Entities were required to adjust the historical data used in the estimation of credit losses to reflect current conditions. The Company prospectively adopted ASU 2025-05, effective January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on its disclosures.

In December 2025, the FASB issued ASU No. 2025-10, “Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”), which provides specific authoritative guidance for recognition, measurement, and presentation of government grants. ASU 2025-10 is effective on a prospective or retrospective basis for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The standard allows for early adoption of these requirements, and the Company is currently evaluating the impacts of its adoption.

In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting (Topic 270) – Narrow-Scope Improvements” (“ASU 2025-11”), which provides additional guidance on disclosures that should be provided for interim reporting periods. ASU 2025-11 is effective on a prospective or retrospective basis for interim reporting periods within annual reporting periods beginning after December 15, 2027. The standard allows for early adoption of these requirements, and the Company is currently evaluating the impacts of its adoption.

3. DISPOSITIONS

US Telecom

On February 11, 2026, through certain Commnet subsidiaries, the Company 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

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sites are not yet constructed or are subject to other conditions that will continue to be managed by the Company until such conditions are satisfied.

At the initial closing, the Company will enter into, among other ancillary agreements, (i) a management agreement for certain sites, (ii) master lease agreements, pursuant to which the Company 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 the Company 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 the fault of the Company, it will receive a termination fee equal to approximately $14.9 million.

The Company continues 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.

The Company now currently anticipates that approximately 40-55% 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.

As of March 31, 2026, the Company recorded its Tower Portfolio assets and liabilities as held for sale. The assets and liabilities recorded as held for sale consist of the following (in thousands):


Assets
Fixed assets	$	33,431
Operating lease right of use assets		4,723
Other assets		1,159
Assets held for sale, net of current portion	$	39,313

Liabilities
Current portion of lease liabilities	$	1,250
Liabilities held for sale		1,250
Lease liabilities, excluding current portion		3,216
Other liabilities		2,885
Liabilities held for sale, net of current portion		6,101

Net assets held for sale	$	31,962

Other assets consist of contract assets recorded for lease contracts being transferred and other liabilities consist of asset retirement obligations for Tower Portfolio assets.

Upon completion of the initial closing of the Tower Portfolio Transaction, assuming all initial closing milestones are satisfied, the Company currently expects to recognize a gain ranging from $218 million to $238 million

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before transaction related expenses and other related fees. The Company may recognize additional gains in subsequent closings as sale conditions are satisfied and Tower Portfolio assets are transferred.

Equity Investments

During the year ended December 31 2025, the Company entered into an agreement to sell its India solar investment. As a result of this transaction, the Company recorded its equity investment as held for sale at December 31, 2025. The transaction price was reduced in 2026 resulting in a $2.6 million impairment being recorded in other income (expense) during the three months ended March 31, 2026. The investment’s remaining book value of $8.6 million continues to be recorded as held for sale in the Company’s March 31, 2026 balance sheet.

4. REVENUE RECOGNITION AND RECEIVABLES

The Company records revenue in accordance with the FASB’s Accounting Standard Codification (“ASC”) Topic 606, “Revenue Recognition” (“ASC 606”), from contracts with customers and ASC Topic 842, “Leases” (“ASC 842”), from lease agreements, as well as government grants. Lease revenue recognized under ASC 842 is disclosed in Note 5 and government support revenue is disclosed in Note 9.

Timing of Revenue Recognition

Revenue recognized consisted of the following for the periods presented below (in thousands):


	Three months ended March 31, 2026
	International		US
	Telecom		Telecom		Total
Services transferred over time	$	92,170	$	70,686	$	162,856
Goods and services transferred at a point in time		3,676		1,416		5,092
Total revenue accounted for under ASC 606	$	95,846	$	72,102	$	167,948
Operating lease income		212		2,241		2,453
Government support revenue (1)		—		11,818		11,818
Total revenue	$	96,058	$	86,161	$	182,219


	Three months ended March 31, 2025
	International		US
	Telecom		Telecom		Total
Services transferred over time	$	89,516	$	68,705	$	158,221
Goods and services transferred at a point in time		3,512		2,906		6,418
Total revenue accounted for under ASC 606	$	93,028	$	71,611	$	164,639
Operating lease income		155		1,828		1,983
Government support revenue (1)		1,312		11,360		12,672
Total revenue	$	94,495	$	84,799	$	179,294

(1)

Revenue recognized from CAF II and USF programs (each as defined below). Refer to Note 9.

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Contract Assets and Liabilities

Contract assets and liabilities consisted of the following (amounts in thousands):


	March 31, 2026		December 31, 2025			$ Change	% Change
Contract asset – current	$	3,849	$	3,748	$	101		2.7	%
Contract asset – noncurrent		4,567		5,887		(1,320)		(22.4)	%
Contract liability – current		(27,228)		(27,758)		530		(1.9)	%
Contract liability – noncurrent		(46,969)		(48,084)		1,115		(2.3)	%
Net contract liability	$	(65,781)	$	(66,207)	$	426		(0.6)	%

The decrease in the Company’s net contract liability was due to the timing of customer prepayments, contract billings, and recognition of deferred revenue. During the three months ended March 31, 2026, the Company recognized revenue of $16.4 million related to its December 31, 2025 contract liability and amortized $1.2 million of the December 31, 2025 contract asset to revenue. During the three months ended March 31, 2025, the Company recognized revenue of $18.3 million related to its December 31, 2024 contract liability and amortized $1.1 million of the December 31, 2024 contract asset to revenue.

Contract Acquisition Costs

The March 31, 2026 and December 31, 2025 balance sheets include contract acquisition costs of $10.8 million and $11.2 million, respectively, in other assets. During the three months ended March 31, 2026 and March 31, 2025, the Company amortized $1.7 million and $1.8 million, respectively, of contract acquisition costs.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied performance obligations of certain multiyear Mobility and Fixed communication services contracts, Managed Services contracts, and the Company’s Carrier Services construction and service contracts. The transaction price allocated to unsatisfied performance obligations was $546 million at March 31, 2026. The Company expects to satisfy approximately 48% of the remaining performance obligations and recognize the transaction price within 24 months and approximately $60 million annually from 2028 through 2032. The Company omits performance obligations associated with a contract with a duration of one year or less and variable consideration under the right to invoice or wholly unsatisfied performance obligation practical expedients from this disclosure.

Disaggregation

The Company's revenue is presented on a disaggregated basis in Note 13 based on an evaluation of disclosures outside the financial statements, information regularly reviewed by the chief operating decision makers for evaluating the financial performance of operating segments and other information that is used for performance evaluation and resource allocations. This includes revenue from Communication Services, Construction, and Other revenue. Communication Services revenue is further disaggregated into business and consumer Mobility, business and consumer Fixed, Carrier Services, and Other services. Other revenue is further disaggregated into Managed Services revenue.

Receivables

The Company records an estimate of future credit losses in conjunction with revenue transactions based on the information available including historical experience and management’s expectations of future conditions. Those estimates are updated as additional information becomes available. The Company’s allowance for uncollectible accounts receivable is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics.

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The Company had gross accounts receivables of $103.1 million and $96.2 million as of March 31, 2026 and December 31, 2025, respectively. The Company also recorded allowances for credit losses against these receivables of $16.8 million and $15.5 million as of March 31, 2026 and December 31, 2025, respectively.

In addition, the Company also recorded a receivable under the Network Build and Maintenance Agreement with AT&T Mobility, LLC (“AT&T”) that was subsequently amended in May 2026 (the “FirstNet Agreement”) totaling $41.7 million as of March 31, 2026, of which $9.4 million was current and $32.3 million was long-term, and had a receivable under that same agreement of $43.9 million as of December 31, 2025, of which $8.8 million was current and $35.1 million was long-term. As of March 31, 2026, the Company had recorded $37.5 million of receivables under certain government support agreements, which included $22.0 million under the Replace and Remove Program (as defined below) and $15.5 million related to the Company’s participation in other government support programs. As of December 31, 2025, the Company had recorded $45.1 million of receivables under certain government support agreements, which included $31.9 million under the Replace and Remove Program and $13.3 million under the Company’s participation in other government support programs (refer to Note 9).

The Company monitors receivables through the use of historical operating data adjusted for the expectation of future performance as appropriate. Activity in the allowance for credit losses is below (in thousands):


		Three months ended
		March 31, 2026			March 31, 2025

Balance at beginning of period		$	15,508		$	15,132
Current period provision for expected losses			2,156			1,854
Write-offs charged against the allowance			(976)			(2,887)
Recoveries collected			132			207
Balance at end of period		$	16,820		$	14,306

5. LEASES

Lessee Disclosure

The Company has operating and financing leases for towers, land, corporate offices, retail facilities, and data transport capacity. The lease terms are generally between three (3) and ten (10) years, some of which include additional renewal options.

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Supplemental lease information

The components of lease expense were as follows (in thousands):


	Three Months Ended
	March 31, 2026			March 31, 2025
Operating lease cost:
Operating lease cost	$	6,074		$	5,906
Short-term lease cost		1,661			1,332
Variable lease cost		1,603			1,955
Total operating lease cost	$	9,338		$	9,193

Finance lease cost:
Amortization of right-of-use asset	$	575		$	1,879
Variable costs		108			287
Interest costs		80			88
Total finance lease cost	$	763		$	2,254

During the three months ended March 31, 2026 and 2025, the Company paid $5.4 million and $6.3 million, respectively, for operating lease liabilities. During the three months ended March 31, 2026 and 2025, the Company recorded $3.3 million and $5.2 million, respectively, of operating lease liabilities arising from right of use assets.

At March 31, 2026, finance leases with a net book value of $23.6 million were included in fixed assets, net. During the three months ended March 31, 2026, the Company paid $0.2 million of financing cash flows and $0.1 million of operating cash flows for finance lease liabilities. During the three months ended March 31, 2025, the Company paid $0.5 million of financing cash flows and $0.1 million of operating cash flows for finance lease liabilities. At March 31, 2026, finance leases had a lease liability of $3.7 million, of which $0.7 million was current.

At December 31, 2025, finance leases with a net book value of $24.2 million were included in fixed assets, net.

The weighted average remaining lease terms and discount rates as of March 31, 2026 and December 31, 2025 are set forth in the table below:


	March 31, 2026		December 31, 2025
Weighted-average remaining lease term
Operating leases		11.7 years		11.8 years
Financing leases		5.5 years		5.6 years

Weighted-average discount rate
Operating leases		7.3%		7.8%
Financing leases		8.8%		8.7%

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Maturities of lease liabilities as of March 31, 2026 were as follows (in thousands):


	Operating Leases		Financing Leases
2026 (excluding the three months ended March 31, 2026)		14,459		775
2027		16,657		1,006
2028		12,510		737
2029		9,027		537
2030		7,579		527
Thereafter		73,714		1,130
Total lease payments		133,946		4,712
Less imputed interest		(52,574)		(1,054)
Total	$	81,372	$	3,658

Maturities of lease liabilities as of December 31, 2025 were as follows (in thousands):


	Operating Leases		Financing Leases
2026	$	18,712	$	668
2027		17,143		996
2028		13,051		727
2029		9,395		527
2030		7,133		516
Thereafter		72,553		1,548
Total lease payments		137,987		4,982
Less imputed interest		(52,667)		(1,134)
Total	$	85,320	$	3,848

As of March 31, 2026, the Company did not have any material operating or finance leases that had not yet commenced.

Lessor Disclosure

The Company is the lessor in agreements to lease the use of its network assets including its wireless cell sites and buildings. For the three months ended March 31, 2026 and 2025, the Company recorded $2.5 million and $2.0 million, respectively, of lease income from agreements for which the Company is the lessor. Lease income is classified as Carrier Services revenue in the statement of operations.

The following table presents the maturities of future undiscounted lease payments for the periods indicated (in thousands):


2026 (excluding the three months ended March 31, 2026)	$	6,486
2027		7,244
2028		6,532
2029		4,863
2030		2,808
Thereafter		6,594
Total future lease payments	$	34,527

6. USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at

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the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The most significant estimates relate to revenue recognition, goodwill and long-lived intangible assets, income taxes, and contingencies. Actual results could differ significantly from those estimates.

7. FAIR VALUE MEASUREMENTS AND INVESTMENTS

In accordance with the provisions of fair value accounting, a fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability, and defines fair value based upon an exit price model.

The fair value measurement guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:


Level 1		Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 assets and liabilities include money market funds, debt and equity securities and derivative contracts that are traded in an active exchange market.

Level 2		Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes corporate obligations and non-exchange traded derivative contracts.

Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments and intangible assets that have been impaired whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

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Assets and liabilities of the Company measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 are summarized as follows (in thousands):


	March 31, 2026
	Significant Other
	Quoted Prices in		Observable		Unobservable
	Active Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Short term investments	$	396	$	—	$	—	$	396
Employee benefit plan investments		2,251		—		—		2,251
Interest rate swap		—		486		—		486
Alloy redeemable common units (1)		—		—		(15,001)		(15,001)
Alloy contingent consideration (2)		—		—		(9,860)		(9,860)
Alaska Communications redeemable common units (3)		—		—		—		—
Warrants on Alaska Communications redeemable common units		—		—		—		—
Total assets and liabilities measured at fair value	$	2,647	$	486	$	(24,861)	$	(21,728)


	December 31, 2025
	Significant Other
	Quoted Prices in		Observable		Unobservable
	Active Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Short term investments	$	395	$	—	$	—	$	395
Employee benefit plan investments		2,257		—		—		2,257
Interest rate swap		—		(545)		—		(545)
Alloy redeemable common units (1)		—		—		(15,000)		(15,000)
Alloy contingent consideration (2)		—		—		(9,545)		(9,545)
Alaska Communications redeemable common units (3)		—		—		—		—
Warrants on Alaska Communications redeemable common units		—		—		—		—
Total assets and liabilities measured at fair value	$	2,652	$	(545)	$	(24,545)	$	(22,438)

(1)

Represents redeemable common units in Alloy, Inc. (“Alloy”), the parent company of the Company’s operations in the western US.

(2)

Contingent consideration related to 2022 acquisition of Sacred Wind. Amounts are payable in 2026, 2027 and 2028.

(3)

Represents redeemable common units in Alaska Communications.

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Other Investments

The Company holds investments in equity securities consisting of noncontrolling investments in privately held companies. Historically, the investments are accounted for using the measurement alternative for investments without a readily determinable fair value, or fair value. The fair value investments are valued using Level 3 inputs, and the Company used the income approach to fair value the investment. The inputs consisted of a discount rate and future cash flows calculated based on the investment attributes. As of March 31, 2026, the Company’s investments were all accounted for under the measurement alternative for investments without a readily determinable value. A roll forward of the investments is set forth below (in thousands):


	Investments without a readily determinable fair value		Fair value investments		Total
Balance, December 31, 2025	$	36,646	$	—	$	36,646
Impairments		(2,600)		—		(2,600)
Balance, March 31, 2026	$	34,046	$	—	$	34,046

Balance, December 31, 2024 and March 31, 2025	$	41,956	$	—	$	41,956

These investments are included with other assets and assets held for sale on the consolidated balance sheets.

Redeemable Common Units and Warrants

The Company issued redeemable common units, and warrants to purchase additional common units, in a subsidiary of the Company in conjunction with its acquisition of Alaska Communications. The Company also issued redeemable common units in the parent company of the Company’s operations in the southwestern US, Alloy, in connection with its acquisition of Sacred Wind in 2022. The common units are carried at the higher of historical cost or fair value and the warrants to purchase common units are recorded at fair value in the Company’s financial statements. The instruments are redeemable at the option of the holder, beginning in November 2026 with respect to Alloy and with respect to Alaska Communications, at the earlier of its qualifying initial public offering or July 2028.

The fair value of the Alaska Communications common units was zero at both March 31, 2026 and December 31, 2025. The fair value of the warrants to purchase the Alaska Communications common units was zero at both March 31, 2026 and December 31, 2025. The Alloy common units were carried at a fair value of $15.0 million at both March 31, 2026 and December 31, 2025, which exceeded its the historical cost of $10.1 million at both March 31, 2026 and December 31, 2025. The Company calculates the fair value of the instruments using a combination of market and discounted cash flows approaches with Level 3 inputs.

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate their fair values because of the relatively short-term maturities of these financial instruments.

The fair value of long-term debt is estimated using Level 2 inputs. At March 31, 2026, the fair value of long-term debt, including the current portion, was $576.3 million and its book value was $570.2 million. At December 31, 2025, the fair value of long-term debt, including the current portion, was $572.3 million and its book value was $565.2 million.

The fair value of the customer receivable credit facility is estimated using Level 2 inputs. At March 31, 2026, the fair value of the customer receivable credit facility, including the current portion, was $37.0 million and its book

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value was $37.4 million. At December 31, 2025, the fair value of the customer receivable credit facility, including the current portion, was $39.2 million and its book value was $39.6 million.

8. LONG-TERM DEBT

2023 CoBank Credit Facility

On July 13, 2023, the Company, along with certain of its 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, the Company 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”). The Company 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 the Company’s 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 the 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 applicable margin is determined based on the Total Net Leverage Ratio (as defined in the 2023 CoBank Credit Agreement). The Company will 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 of 3.25 to 1.0, measured quarterly, 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 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.

The Company capitalized $4.5 million of fees associated with the 2023 CoBank Credit Facility, which are being amortized over the life of the debt and $2.3 million were unamortized as of March 31, 2026.

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As of March 31, 2026, the Company had $119.4 million outstanding under the 2023 CoBank Term Loan and $55.5 million under the 2023 CoBank Revolving Loan. As of that date, the Company had $114.5 million of availability under the 2023 CoBank Revolving Loan. The Company was in compliance with all financial covenants as of March 31, 2026.

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, the Company 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 4.90% and matured on November 13, 2025.

Letter of Credit Facility

On November 14, 2022, the Company entered into a General Agreement of Indemnity to issue performance Standby Letters of Credit on behalf of the Company and its subsidiaries. As of March 31, 2026, $38.9 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 March 31, 2026, $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 March 31, 2026, $21.5 million was outstanding under the 2024 Alaska Revolving Facility and $0.6 million of letters of credit were issued. As a result, $67.9 million was available under the 2024 Alaska Revolving Facility as of March 31, 2026.

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

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In connection with the 2024 Alaska Credit Facility, the Company 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 March 31, 2026, the Company had $6.2 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 equal to, at the Company’s option, either (i) SOFR plus an applicable margin ranging between 3.00% to 4.50% or (ii) a base rate plus an applicable margin ranging from 2.00% to 3.50%. Swingline loans bear interest at the base rate plus the applicable margin for base rate loans. The Company also pays a fee ranging from 0.25% to 0.40% on the average daily unused portion of the 2024 Alaska Credit Facility over each calendar quarter.

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. Alaska Communications may prepay all revolving loans under the 2024 Alaska Revolving Facility at any time without premium or penalty, subject to certain notice requirements and balance restrictions.

Alaska Communications is required to maintain financial ratios, 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 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. As of March 31, 2026, Alaska Communications was in compliance with all financial covenants.

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.

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).

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%. These swap agreements matured on June 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 3.43% to 3.45% and have a maturity date of September 30, 2027. The swap

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agreements had a fair value of $0.5 million and $(0.5) million as of March 31, 2026 and December 31, 2025, respectively.

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 provided for a senior secured delayed draw term loan in an aggregate principal amount of up to $75.0 million with the proceeds used to acquire certain receivables from Commnet Wireless. The receivables financed and sold under the secured Receivables Credit Facility 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.

Interest on the loans accrue at a fixed annual interest rate ranging from 3.21% to 7.13%.

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 March 31, 2026, Commnet Wireless had $37.6 million outstanding, of which $8.9 million was classified as being current and $28.7 million as long-term on the Company’s 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 March 31, 2026.

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.

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 1.0% 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

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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 March 31, 2026, $2.0 million was outstanding under the 2025 IDB Revolving Facility and there were no outstanding borrowings under the 2025 IDB Term loan as of that date. As of March 31, 2026, OneGY was in compliance with all financial covenants.

Sacred Wind Term Debt

The Company’s 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 March 31, 2026, the Company was in compliance with that corrective action plan.

As of March 31, 2026, $20.5 million was outstanding under the Sacred Wind Term Debt. Of that amount, $3.6 million was current and $16.9 million was long term.

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

USVI Debt

The Company, and certain of its subsidiaries, entered into a loan agreement (the “OneVI Debt Agreement”) for a $60.0 million loan (the “OneVI Debt”) with National Cooperative Services Corporation (“NCSC”) on July 1, 2016. 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 are subject to a fee under certain circumstances. The debt is secured by certain assets of the OneVI subsidiaries and is guaranteed by the Company.

As of March 31, 2026, $60.0 million of the OneVI Debt remained outstanding. Of that amount, $3.4 million was current and $56.6 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 the Company was 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,

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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%

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 the Company’s debt instruments (amounts in thousands):


									Customer
	US		International		Corporate and		Total		Receivable
Amounts Maturing During	Telecom		Telecom		Other		Debt		Credit Facility
April 1, 2026 through December 31, 2026	$	4,594	$	4,215	$	6,500	$	15,309	$	6,542
Year ending December 31, 2027		13,098		4,500		9,750		27,348		9,208
Year ending December 31, 2028		18,858		4,500		65,206		88,564		9,657
Year ending December 31, 2029		299,249		5,250		93,438		397,937		6,274
Year ending December 31, 2030		3,172		6,000		—		9,172		2,989
Thereafter		2,986		37,500		—		40,486		2,958
Total		341,957		61,965		174,894		578,816		37,628
Debt Discounts		(6,336)		(22)		(2,298)		(8,656)		(223)
Book Value as of March 31, 2026	$	335,621	$	61,943	$	172,596	$	570,160	$	37,405

9. GOVERNMENT SUPPORT AND SPECTRUM MATTERS

Universal Service Fund and Other Domestic Funding Programs

The Company recognizes revenue from several government funded programs including but not limited to, as follows:

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●

The Company receives federal Universal Service Fund (“USF”) support under the Alaska Connect Fund (“ACF”). Beginning January 1, 2025, the Company expects to receive $25.6 million per year until December 31, 2028. Beginning in 2029 and continuing through 2034, the amount of ACF support will be determined by the Federal Communications Commission (“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 the Company’s operations in the western US, the Company expects 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 the calendar 2038;

●

The Company receives $8.0 million per year in Connect America Fund II (“CAF II”) support in the rural southwest until July 2028;

●

The Company received $5.5 million annually in the US Virgin Islands through December 31, 2025. In September 2025, the Company 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 the Company’s request, it may or may not extend the Company’s support on a retroactive basis from December 31, 2025; and

●

The Company receives state USF support in Alaska of approximately $2.5 million annually.

As of March 31, 2026, the Company was in compliance in all material respects with its requirements associated with such funding.

The company participates in the FCC’s Rural Health Care Universal Service Support Mechanism (“RHC Program”). During the three months ended March 31, 2026 and 2025, the Company received $6.3 million and $4.4 million, respectively, related to RHC Program funding.

Revenue recognized from the USF High Cost Program, including the CAF II, ACF, and E-ACAM programs, is recognized as revenue from government grants. Revenue from other programs is recognized in accordance with ASC 606.

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The Company recorded the amounts below as communication services revenue for the reported periods (in thousands):


	Three months ended
	March 31, 2026

	US Telecom		International Telecom		Total

High cost support	$	3,475	$	—	$	3,475
CAF II (including ACF)		8,268		—		8,268
RDOF		75		—		75
RHC		6,318		—		6,318
Other		1,442		3		1,445
Total	$	19,578	$	3	$	19,581


	Three months ended
	March 31, 2025

	US Telecom		International Telecom		Total

High cost support	$	3,115	$	1,312	$	4,427
CAF II (including ACF)		8,170		—		8,170
RDOF		75		—		75
RHC		4,363		—		4,363
Other		1,636		5		1,641
Total	$	17,359	$	1,317	$	18,676

Construction Grants

The Company has also been awarded construction grants to build network connectivity for eligible communities. The funding of these grants, used to reimburse the Company for its construction costs, is generally distributed upon completion of a project. Once these projects are constructed, the Company is obligated to provide service to the participants. The Company expects to meet all requirements associated with these grants. The Company is currently reviewing funding available under the BEAD grant program. A roll forward of the Company’s grant awards is below (in thousands).


	Amount
Grants awarded, December 31, 2025	$	98,826
New grants		2,041
Construction complete		—
Grants awarded, March 31, 2026	$	100,867

In addition, the Company partners 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. The Company was identified as a sub recipient of grants under these programs totaling $239.0 million as of March 31, 2026. Under these grants the Company expects to enter into agreements to construct and operate the networks for the grant recipient. Once construction is complete the Company will hold a long-term lease to operate the network. The operating agreement will require the Company to meet certain minimum service requirements. Through March 31, 2026, the Company has received $37.7 million of

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funding under these programs and spent $40.4 million on construction obligations. These amounts are recorded as operating cash flows in the Company’s statement of cash flows.

Replace and Remove Program

In July 2022, the Company was approved to participate in the FCC’s Secure and Trusted Communications Networks Reimbursement Program (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, the Company’s eligible subsidiaries were initially allocated up to approximately $207 million to replace, remove and securely destroy such communications equipment and services in the Company’s 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 the Company’s participating subsidiaries to complete the project no later than a specified deadline, which was recently extended through early November 2026.

A summary of the amounts spent and reimbursed under the Replace and Remove Program is below (in thousands):


	Capital		Operating		Total

Total spend, December 31, 2025	$	194,897	$	38,799	$	233,696
Amounts spent		6,304		2,133		8,437
Amounts transferred		(9,030)		—		(9,030)
Total spend, March 31, 2026	$	192,171	$	40,932	$	233,103

Total reimbursements, December 31, 2025	$	(163,122)	$	(38,682)	$	(201,804)
Reimbursements received		(8,179)		(1,085)		(9,264)
Total reimbursements, March 31, 2026	$	(171,301)	$	(39,767)	$	(211,068)

Amount pending reimbursement	$	20,870	$	1,165	$	22,035


	Capital		Operating		Total

Total spend, December 31, 2024	$	140,949	$	27,446	$	168,395
Amounts spent		11,051		2,625		13,676
Total spend, March 31, 2025	$	152,000	$	30,071	$	182,071

Total reimbursements, December 31, 2024	$	(103,540)	$	(27,181)	$	(130,721)
Reimbursements received		(16,211)		(2,890)		(19,101)
Total reimbursements, March 31, 2025	$	(119,751)	$	(30,071)	$	(149,822)

Amount pending reimbursement	$	32,249	$	-	$	32,249

At March 31, 2026, $14.5 million of the capital expenditures spent under the Replace and Remove Program were accrued and unpaid. Amounts identified as capital are recorded as investing cash flows and amounts identified as operating are recorded as operating cash flows in the Company’s statement of cash flows. During the three months ended March 31, 2026, the Company determined that reimbursement was not probable for $9.0 million of capital expenditures incurred under the Replace and Remove Program. As a result, the Company transferred $7.0 million to assets held for sale and the remaining $2.0 million to fixed assets. Except for this $9.0 million, the Company expects to be reimbursed, within the next twelve months, for all amounts spent.

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10. RETIREMENT PLANS

Multi-employer Defined Benefit Plan

Pension benefits for substantially all of the Company’s Alaska-based employees are provided through the Alaska Electrical Pension Fund (“AEPF”). The Company pays a contractual hourly amount based on employee classification or base compensation to the AEPF. As a multi-employer defined benefit plan, the accumulated benefits and plan assets are not determined for, or allocated separately to, the individual employer. This plan was not in endangered or in critical status during the plan year.

Defined Benefit Plan

The Company has noncontributory defined benefit pension and noncontributory defined medical, dental, vision, and life benefit plans for employees who meet certain eligibility criteria. The majority of the benefits under these plans are frozen and the plans no longer allow new participants to join.

The Company recorded the net periodic benefit cost identified below (in thousands):


	Three months ended
	March 31, 2026					March 31, 2025
	Pension benefits		Postretirement benefits			Pension benefits		Postretirement benefits
Operating expense
Service cost	$	17	$	16		$	20	$	19
Non-operating expense
Interest cost		791		49			795		49
Expected return on plan assets		(626)		—			(749)		—
Amortization of unrecognized actuarial gain		(122)		(16)			(44)		(14)
Net periodic pension expense	$	60	$	49		$	22	$	54

The Company was not required to make contributions to its pension plans during the three months ended March 31, 2026 and 2025. However, the Company periodically evaluates whether to make discretionary contributions. The Company funds its postretirement benefit plans as claims are made and did not make contributions to its pension plans during the three months ended March 31, 2026 and 2025.

11. INCOME TAXES

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 financial statements for the three months ended, March 31, 2026, which were determined to be immaterial. The Company will continue to evaluate the impact of the OBBBA provisions effective in future years on the Company’s financial statements and related disclosures.

The Company’s effective tax rate for the three months ended March 31, 2026 and 2025 was (84.1%) and 1.7%, respectively.

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The Company recorded an income tax expense of $1.6 million in relation to a pretax loss of $1.9 million for the three months ended March 31, 2026. The effective tax rate for the three months ended March 31, 2026 was primarily impacted by the following items: (i) the mix of income generated among the jurisdictions in which the Company operates, (ii) the exclusion of losses in Alaska and the US Virgin Islands due to valuation allowance positions placed on certain deferred tax assets that are not expected to be realized based on the weight of positive and negative evidence, and (iii) discrete expenses including $0.3 million for interest on prior years uncertain tax positions and $0.3 million in expense associated with stock option shortfalls.

The Company recorded an income tax benefit of $0.2 million in relation to a pretax loss of $11.6 million for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2025 was primarily impacted by the following items: (i) the mix of income generated among the jurisdictions in which the Company operates, (ii) net expense related to valuation allowances placed on certain deferred tax assets that are not expected to be realizable based on the weight of positive and negative evidence, and (iii) discrete expenses including $0.6 million for interest on prior years uncertain tax positions and $0.5 million in expense associated with shortfalls from share-based compensation.

The Company’s 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. The Company’s 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 the Company operates. While the Company believes it has adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from the Company’s 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, the Company could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available.

12. EARNINGS PER SHARE AND REDEEMABLE NONCONTROLLING INTERESTS

Earnings Per Share

The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share (in thousands):


	Three months ended March 31,
	2026		2025
Numerator:
Net loss attributable to ATN International, Inc. stockholders- Basic		(2,797)		(8,928)
Less: Preferred dividends		(1,594)		(1,458)
Net loss attributable to ATN International, Inc. common stockholders- Basic and Diluted	$	(4,391)	$	(10,386)

Denominator:
Weighted-average shares outstanding- Basic		15,283		15,131
Weighted-average shares outstanding- Diluted		15,283		15,131

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Redeemable Noncontrolling Interests

In connection with certain acquisitions, the Company accounts for third-party non-controlling minority investments as redeemable noncontrolling interests, which consist of both redeemable common and, in some instances, preferred units, in its consolidated financial statements.

The common units contain put options allowing the holder to sell at a future date, the common units to a subsidiary of the Company at the then fair market value. The common units participate in the earnings and losses of the subsidiaries and are allocated their applicable share of earnings and losses. After the allocation of earnings and losses, the Company estimates the fair value of the common units and records the common units at the higher of the book value or the estimated fair value of the common units.

The preferred units contain put options allowing the holder to sell at a future date, the preferred units to a subsidiary of the Company at a fixed price equal to face value of the units plus unpaid dividends. The preferred units hold a distribution preference over common units and carry a fixed dividend rate.

The put options for both the common and preferred units, if any, are nonrecourse to the Company. The put options for the Alloy common units are exercisable beginning in 2026 and the put options for the Alaska Communications common and preferred units are exercisable at the earlier of a future initial public offering of the subsidiary or July 2028.

For the three months ended March 31, 2026 and 2025, the Company allocated losses of $3.0 million and $3.6 million, respectively, to the redeemable common units representing their proportionate share of operating losses. The common units are carried at the higher of historical cost or fair value. The Alaska Communications common units were carried at a fair value of zero at both March 31, 2026 and December 31, 2025. The Alloy common units were carried at a fair value of $15.0 million, which was higher than the historical cost of $10.1 million at both March 31, 2026 and December 31, 2025.

The following table provides a roll forward of the activity related to the Company’s redeemable noncontrolling interests for the three months ended March 31, 2026 and 2025 (in thousands):


	Redeemable Preferred Units		Redeemable Common Units		Total Redeemable Noncontrolling Interests
Balance, December 31, 2025	$	71,820	$	15,001	$	86,821
Accrued preferred dividend		1,594		—		1,594
Allocated net loss		—		(3,043)		(3,043)
Change in fair value		—		3,043		3,043
Balance, March 31, 2026	$	73,414	$	15,001	$	88,415


	Redeemable Preferred Units		Redeemable Common Units		Total Redeemable Noncontrolling Interests
Balance, December 31, 2024	$	65,704	$	10,599	$	76,303
Accrued preferred dividend		1,458		—		1,458
Allocated net loss		—		(3,631)		(3,631)
Change in fair value		—		3,425		3,425
Balance, March 31, 2025	$	67,162	$	10,393	$	77,555

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13. SEGMENT REPORTING

Through March 31, 2026, the Company had 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. The Company believes operating income is a useful measure of its operating results as it provides relevant and useful information to investors and other users of its financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. The Company’s chief operating decision maker is its Chief Executive Officer.

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


For the Three Months Ended March 31, 2026

		International			US			Corporate and
		Telecom			Telecom			Other (1)			Consolidated
Revenue
Communication Services
Mobility - Business		$	5,176		$	—		$	—		$	5,176
Mobility - Consumer			21,183			—			—			21,183
Total Mobility			26,359			—			—			26,359
Fixed - Business			18,747			29,927			—			48,674
Fixed - Consumer			41,840			22,154			—			63,994
Total Fixed			60,587			52,081			—			112,668
Carrier Services			4,197			31,889			—			36,086
Other			3,194			151			—			3,345
Total Communication Services Revenue			94,337			84,121			—			178,458
Construction			—			—			—			—
Other
Managed Services			1,721			2,040			—			3,761
Total other revenue			1,721			2,040			—			3,761
Total Revenue			96,058			86,161			—			182,219

Operating Expenses
Cost of communication services and other			33,629			43,797			—			77,426
Selling, general and administrative			28,141			22,872			5,163			56,176
Stock-based compensation			127			28			1,780			1,935
Transaction-related charges			—			17			816			833
Restructuring and reorganization expenses			745			191			789			1,725
Depreciation and amortization			13,574			16,858			724			31,156
Amortization of intangibles from acquisitions			241			255			—			496
Loss on disposition of assets, transfers and contingent consideration			378			404			—			782
Total Operating Expenses			76,835			84,422			9,272			170,529
Income (loss) from operations			19,223			1,739			(9,272)			11,690
Other expense
Interest income												132
Interest expense												(10,478)
Other expense												(3,232)
Other expense												(13,578)
Loss before income taxes												(1,888)

Other segment disclosures:
		International			US			Corporate and
		Telecom			Telecom			Other (1)			Consolidated
Net (income) loss attributable to non-controlling interests			(2,606)			3,283			—			677

(1)

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

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For the Three Months Ended March 31, 2025

		International			US			Corporate and
		Telecom			Telecom			Other (1)			Consolidated
Revenue
Communication Services
Mobility - Business		$	4,849		$	39		$	—		$	4,888
Mobility - Consumer			21,192			—			—			21,192
Total Mobility			26,041			39			—			26,080
Fixed - Business			18,493			29,244			—			47,737
Fixed - Consumer			42,872			22,415			—			65,287
Total Fixed			61,365			51,659			—			113,024
Carrier Services			3,904			29,227			—			33,131
Other			1,740			56			—			1,796
Total Communication Services Revenue			93,050			80,981			—			174,031
Construction			—			1,046			—			1,046
Other
Managed Services			1,446			2,771			—			4,217
Total Other Revenue			1,446			2,771			—			4,217
Total Revenue			94,496

ATN International, Inc. 10-Q