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Purchase obligations include minimum revenue commitments of $18.5 million with the Company's MNO partner between 2025 and 2026. Acquisition and other costs represent transaction-related expenses and transitional expenses. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments. Fiber network is presented net of $1.6 million government grants (2023: nil), with an impact of $0.1 million on accumulated depreciation (2023: nil). Intercompany revenues earned for provision of services on the ISOS and SM platforms between Wavelo and Ting are included in Wavelo's segment revenues for purposes of segment analysis, but are ultimately eliminated upon consolidation. The Company capitalizes interest expenses directly attributable to the development of qualifying assets. Qualifying assets include internally use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 718. During the year ended December 31, 2023, the Company capitalized $2.4 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets, respectively. Network Costs in segment reports provided to the CODM include certain construction expenses for Ting, which are reported as Direct Costs of Revenue in the Consolidated Statements of Operations and Comprehensive Loss. Purchase obligations include all other legally binding service contracts for mobile telephone services and other operational agreements to be delivered during Fiscal 2025 and subsequent years. The Company capitalizes interest expenses directly attributable to the development of qualifying assets. Qualifying assets include internal use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350. During the year ended December 31, 2024, the Company capitalized $1.2 million of interest pertaining to the 2023 and 2024 Notes that were directly attributable to the development of certain AUC assets. During the year ended December 31, 2023, the Company capitalized $1.0 million of interest expenses pertaining to the 2023 Notes directly attributable to the development of certain AUC assets. 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0000909494 TUCOWS INC /PA/ false --12-31 FY 2025 true true true false The Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership manages our overall information security strategy, policy, security engineering, operations and cyber threat detection and response. The corporate information security function is responsible for managing and continually enhancing our information security posture and information security infrastructure with the ultimate goal of preventing cybersecurity incidents and reducing their severity to the extent feasible, while simultaneously increasing our resilience in an effort to minimize the business impact should an incident occur. The Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership manages our overall information security strategy, policy, security engineering, operations and cyber threat detection and response. The corporate information security function is responsible for managing and continually enhancing our information security posture and information security infrastructure with the ultimate goal of preventing cybersecurity incidents and reducing their severity to the extent feasible, while simultaneously increasing our resilience in an effort to minimize the business impact should an incident occur. true Senior leadership, including our CEO, who also has relevant experience in cybersecurity matters, regularly brief the Board of Directors on our cybersecurity and information security initiatives, and the Board of Directors is apprised of cybersecurity incidents deemed to have a material business impact. Senior leadership, including our CEO, who also has relevant experience in cybersecurity matters, regularly brief the Board of Directors on our cybersecurity and information security initiatives, and the Board of Directors is apprised of cybersecurity incidents deemed to have a material business impact. true false false false false true false 1,295 923 0 33,333,333 15,243,600 15,243,600 0 33,333,333 15,243,600 15,243,600 0 0 250,000,000 250,000,000 11,111,453 11,111,453 11,014,655 11,014,655 288 858 299 3 3 130.4 0 0 2 15 7 true 1 12 3.75 1 3.75 3.00 0 21 21 0 1 1 1 1 1 1 1 1 1 1 1 10 12 3 1 10 15.32 14.60 0.1 0 0 0 0 0 4 7 1 5 0 0 3 0.1 0.1 4 7 0.1 0.1 10 5 25 3 3 0 0 0 0 0 Acquisition and other costs represent transaction-related expenses and transitional expenses. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments. Intercompany revenues earned for provision of services on the ISOS and SM platforms between Wavelo and Ting are included in Wavelo's segment revenues for purposes of segment analysis, but are ultimately eliminated upon consolidation. Purchase obligations include all other legally binding service contracts for mobile telephone services and other operational agreements to be delivered during Fiscal 2026 and subsequent years. Fiber network is presented net of $0.1 million government grants (2024: $1.6 million), with an impact of $0.1 million on accumulated depreciation (2024: $0.1 million). In 2025, state and local taxes in North Carolina made up the majority of the tax effect in this category. Purchase obligations include minimum revenue commitments of $0.9 million with the Company's Mobile Network Operator partner for 2026. Corporate and all other includes cost of revenues from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280. Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting. Intersegment revenues and expenses are eliminated in consolidation. Network Costs in segment reports provided to the CODM include certain construction expenses for Ting, which are reported as Direct Costs of Revenue in the Consolidated Statements of Operations and Comprehensive Loss. Corporate and all other includes revenues from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280. Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting. Intersegment revenues and expenses are eliminated in consolidation. Other segment items for each reportable segment includes other income, as well as adjustments to add back (deduct): gains and losses from unrealized foreign currency, stock-based compensation expense and acquisition and transition costs, which are included in other line items but are excluded from our definition of Segment Adjusted EBITDA. Items that are centrally managed and not monitored by or reported to our CEO by segment, including retail mobile services, eliminations of intercompany transactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate IT. The Company capitalizes interest expenses directly attributable to the development of qualifying assets. Qualifying assets include internal use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350. During the years ended December 31, 2025, and December 31, 2024 the Company capitalized $0.2 million and $1.3 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets, respectively. The Company capitalizes interest expenses directly attributable to the development of qualifying assets. Qualifying assets include internal use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350. During the year ended December 31, 2025, the Company capitalized $0.2 million of interest pertaining to the 2023 and 2024 Notes that were directly attributable to the development of certain AUC assets. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO

SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
For the fiscal year ended December 31, 2025
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-32600

Tucows Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation or Organization)

23-2707366

(I.R.S. Employer Identification No.)

96 Mowat Avenue

Toronto, Ontario, Canada

(Address of Principal Executive Offices)

M6K 3M1

(Zip Code)

Registrant’s telephone number, including area code: (416) 535-0123

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

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common stock, no par value		TCX		NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 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, 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 Securities Exchange Act of 1934.

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 pursuant to Section 13(a) of the Securities Exchange Act of 1934. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b), indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☒ No ☐

Indicate by check mark whether any of such error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). Yes ☐ No ☒

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

As of June 30, ~~2024~~2025, (the last day of our most recently completed second quarter), the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $~~126~~132.92 million. Such aggregate market value was computed by reference to the closing sale price per share of $19.3271 as reported on the NASDAQ Capital Market on such date. For purposes of making this calculation, the registrant has excluded each executive officer, each director and each beneficial owner of more than ten percent of the outstanding shares of common stock of the Company. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the registrant’s common stock as of March 10, ~~2025~~2026, was 11,~~032~~128,~~586~~972.

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TUCOWS INC.

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended December 31, ~~2024~~2025

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		Page
PART I
Item 1	Business	3
Item 1A	Risk Factors	1110
Item 1B	Unresolved Staff Comments	2421
Item 1C	Cybersecurity	2422
Item 2	Properties	2523
Item 3	Legal Proceedings	2523
Item 4	Mine Safety Disclosures	2523
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2624
Item 6	Reserved	2725
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2825
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	5053
Item 8	Financial Statements and Supplementary Data	5154
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	5154
Item 9A	Controls and Procedures	5154
Item 9B	Other Information	5255
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5255
PART III
Item 10	Directors, Executive Officers and Corporate Governance	5356
Item 11	Executive Compensation	5964
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7381
Item 13	Certain Relationships and Related Transactions, and Director Independence	7684
Item 14	Principal Accountant Fees and Services	7684
PART IV
Item 15	Exhibits and Financial Statement Schedules	7785
Item 16	Form 10-K Summary	8088

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Tucows®, EPAG®, Hover®, OpenSRS®, Ting®, ~~eNom~~Enom®, Ascio®, Simply Bits®, and Wavelo® are registered trademarks of Tucows Inc. or its subsidiaries. Other service marks, trademarks and trade names of Tucows Inc. or its subsidiaries may be used in this Annual Report on Form 10-K (this “Annual Report”). All other service marks, trademarks and trade names referred to in this Annual Report are the property of their respective owners. Solely for convenience, any trademarks referred to in this Annual Report may appear without the ® or TM symbol, but such references are not intended to indicate, in any way, that we or the owner of such trademark, as applicable, will not assert, to the fullest extent under applicable law, our or its rights, or the right of the applicable licensor, to these trademarks.

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Information Concerning Forward-Looking Statements

This Annual Report contains, in addition to historical information, forward-looking statements by Tucows Inc. (the “Company”, “we”, “us” “Tucows” or “our”) with regard to our expectations as to financial results and other aspects of our business that involve risks and uncertainties and may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “should,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” and other similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this report include statements regarding, among other things, the competition we expect to encounter as our business develops and competes in a broader range of Internet services, the Company's foreign currency requirements, specifically for the Canadian dollar, Euro and ~~Euro~~Indian Rupee; Wavelo, and Ting subscriber growth and retention rates; the number of new, renewed and transferred-in domain names we register as our business develops and competes; the effect of a potential generic top level domain (“gTLD”) expansion by the Internet Corporation for Assigned Names and Numbers (“ICANN”) on the number of domains we register and the impact it may have on related revenues; our belief regarding the underlying platform for our domain services; our expectation regarding the trend of sales of domain names; our belief that, by increasing the number of services we offer, we will be able to generate higher revenues; our expectation regarding litigation; the potential impact of current and pending claims on our business; our valuations of certain deferred tax assets; our expectation to collect our outstanding receivables, net of our expected credit losses; our expectation regarding fluctuations in certain expense and cost categories; our expectations toregarding ~~obtain~~the ~~additional~~liquidity ~~financing~~and tocapital ~~further~~requirements ~~accelerate~~ of the Ting ~~Internet~~internet ~~footprint~~business ~~while~~as ~~sustaining~~well ~~liquidity~~as the outcome of any process to assess strategic alternatives for this business ; our expectations regarding our unrecognized tax; our expectations regarding cash from operations to fund our business; the timing, implementation and impact of the 2024 Capital Efficiency Plan (as defined below); the impact of cancellations of or amendments to market development fund programs under which we receive funds; our expectation regarding our ability to manage realized gains/losses from foreign currency contracts; our ~~partnership~~arrangement with an affiliate of Generate TF Holdings, LLC, a Delaware limited liability company ("Generate"); and general business conditions and economic uncertainty. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Many factors affect our ability to achieve our objectives and to successfully develop and commercialize our services including:

•

Our ability to continue to generate sufficient working capital to meet our operating requirements;

•

Our ability to service our debt commitments and preferred unit commitments;

•

Our ability to maintain a good working relationship with our vendors and customers;

•

The ability of vendors to continue to supply our needs;

•

Actions by our competitors;

•

Our ability to attract and retain qualified personnel in our business and address operational efficiencies, such as the February 2024 Workforce Reduction and 2024 Capital Efficiency Plan;

•

Our ability to effectively manage our business;

•

The effects of any material impairment of our goodwill or other indefinite-lived intangible assets;

•

Our ability to obtain and maintain approvals from regulatory authorities on regulatory issues;

•

Our ability to invest in the build-out of fiber networks into selected towns and cities to provide Internet access services to residential and commercial customers while maintaining the development and sales of our established services;

•

Adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, including with respect to the impact of the Tax Cuts and Jobs Act of 2017 and the Organization for Economic Cooperation and Development ("OECD") model global minimum tax rules;

•

Our ability to effectively respond or comply with new data protection regulations and any conflicts that may arise between such regulations and our ICANN contractual requirements;

•

The application of business judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given that the ultimate tax determination is uncertain;

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•

Our ability to effectively integrate acquisitions;

• Our ability to monitor, assess and respond to changing geopolitical and economic environments including ~~rising~~changing inflation and interest rates, tariffs and trade disputes, and geopolitical conflict;

•

Our ability to collect anticipated payments from DISH in connection with the 10-year payment stream that is a function of the margin generated by the transferred subscribers over a 10-year period pursuant to the terms of the Asset Purchase Agreement dated August 1, 2020 between the Company and DISH Wireless LLC ("EchoStar", DISH's post-merger parent) (the “EchoStar Purchase Agreement”);

• Our ability to ~~meet~~maintain compliance with the operational and financial ~~drawdown~~covenants ~~milestones~~of ~~under~~ the ~~Unit~~2023 ~~Purchase~~and ~~Agreement~~2024 ~~with~~Notes ~~Generate,~~as ~~which~~defined ~~provides~~in ~~the~~"Note ~~Company~~8. ~~with~~Notes ~~the~~Payable" ~~ability~~ to ~~obtain additional financing to invest in~~ the ~~expansion~~Consolidated ofFinancial ~~fiber networks~~Statements;

• Our ability to maintain ~~compliance with~~ the ~~operational~~safety and ~~financial~~security ~~covenants~~ of ~~the~~our ~~2023~~systems and ~~2024~~data; ~~Notes~~• asOur ~~defined~~ability ~~in "Note 8 - Notes Payable" of the Notes~~ to ~~the~~successfully ~~Consolidated~~identify ~~Financial~~and ~~Statements~~implement ~~included~~any inpotential ~~Part~~strategic ~~II,~~alternatives ~~Item~~for ~~8 of this Annual Report, which provides the Company with financing to invest in the expansion of fiber networks~~Ting;

• Our ability to obtain further financing, if needed, to fund continued investment in the expansion of our fiber networks;

• Our ability to maintain the safety and security of our systems and data;

•

Pending or new litigation; and

•

Factors set forth herein under the caption “Item 1A Risk Factors”.

This list of factors that may affect our future performance and financial and competitive position and the accuracy of forward-looking statements is illustrative, but it is by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements included in this document are based on information available to us as of the date of this document, and we assume no obligation to update these cautionary statements or any forward-looking statements, except as required by law. These statements are not guarantees of future performance.

We qualify all the forward-looking statements contained in this Annual Report by the foregoing cautionary statements.

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PART I

ITEM 1. BUSINESS

Overview

Our mission is to provide simple useful services that help people unlock the power of the Internet.

We accomplish this by reducing the complexity of our customers’ experience as they access the Internet (at home or on the go) and while using Internet services such as domain name registration, email and other Internet related services. We are organized into three operating and reporting segments - Ting, Wavelo, and Tucows Domains. Each segment is differentiated primarily by their services, the markets they serve and the regulatory environments in which they operate. The Ting segment contains the operating results of our retail high speed Internet access operations, including its wholly owned subsidiaries - Cedar and Simply Bits. The Wavelo segment includes our platform and professional services offerings, as well as the billing solutions to Internet services providers ("ISPs"). Tucows Domains includes wholesale and retail domain name registration services, as well as value -added services derived through our OpenSRS, ~~eNom~~Enom, Ascio, EPAG and Hover brands.

Our Chief Executive Officer ("CEO"), who is also our chief operating decision maker, reviews the operating results of Ting, Wavelo and Tucows Domains as three distinct segments in order to make key operating decisions as well as evaluate segment performance. Certain revenues and expenses are excluded from segment ~~adjusted earnings before interest, tax, depreciation and amortization ("EBITDA")~~ results as they are centrally managed and not monitored by or reported to our CEO by segment, including mobile retail services, eliminations of intercompany transactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate Information Technology ("IT") shared services.

Ting

Ting and its wholly owned subsidiaries, Cedar and Simply Bits includes the provision of high-speed Internet access services to select towns throughout the United States, with operations focused on serving existing markets. Our primary sales channel is through the Ting website. The primary focus of this segment is to provide reliable Gigabit Fiber and Fixed Wireless Internet services to consumer and business customers. Revenues from Ting Internet are all generated in the U.S. and are billed on a monthly basis. Generally, Ting Internet services have no fixed contract terms, aside from certain bespoke contracts with business customers.

As of December 31, ~~2024~~2025, Ting Internet had access to ~~134~~126,000 owned infrastructure serviceable addresses, 45109,000 partner infrastructure serviceable addresses and 5154,000 active accounts under its management; compared to having access to ~~121~~134,000 owned infrastructure serviceable addresses, 2945,000 partner infrastructure serviceable addresses and 4351,000 active accounts under its management as of December 31, ~~2023~~2024. These figures exclude ~~the increase in~~ serviceable addresses and accounts attributable to ~~the~~ Ting's wholly-owned subsidiary Simply Bits ~~acquisition~~.

Strategic Review and Developments

During the year ended December 31, 2025, Ting initiated and currently continues a review process for the Ting business focused on evaluating strategic alternatives to optimize its capital structure and long-term operating model given the ongoing capital needs of Ting. This process has included the exploration of potential asset sales, partnership structures and other strategic transactions involving Ting’s fiber network assets.

In addition, as previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 5, 2025, on December 1, 2025, Ting received written notice from Generate, the holder of Ting’s Series A Preferred Units, asserting that under the Ting Fiber LLC Amended and Restated Limited Liability Company Agreement, dated as of August 11, 2022 (the “LLC Agreement”), a Return Breach and a Trigger Event has occurred as a result of Ting’s failure to pay the quarterly preferred return for two consecutive quarters. Generate has reserved its right to pursue remedies available under the LLC Agreement and applicable law, including the ability to make a request for redemption of all Series A Preferred Units (a “Redemption Request”). As of the date of this report, Generate has not submitted a request for the redemption of all Series A Preferred Units nor sought to exercise any of its remedies under the LLC Agreement. Refer to “Note 13. Redeemable Preferred Units” to the Consolidated Financial Statements for further details.

Under the terms of the LLC Agreement, if Generate were to submit a Redemption Request following a Trigger Event, Ting would be required to redeem all outstanding Series A Preferred Units at the applicable redemption price within 30 days of such request, an estimated $204.9 million. As a result of this contractual provision, the Series A Preferred Units were reclassified from long-term to current liabilities in the Company’s Consolidated Balance Sheet as of December 31, 2025.

The Company does not believe that the Return Breach or Trigger Event has had a material adverse impact on Ting’s day-to-day operations, customer service or network performance. Ting continues to operate in the ordinary course while the Company evaluates strategic alternatives and engages in discussions with Generate.

Wavelo

Wavelo includes the provision of full-service platforms and professional services providing a variety of solutions that support Communication Services providers ("CSPs"), including subscription and billing management, network orchestration and provisioning, and individual developer tools. Wavelo's focus is to provide accessible telecom software to CSPs globally, minimizing network and technical barriers and improving Internet access worldwide. Wavelo's suite of flexible, cloud-based software simplifies the management of mobile and Internet network access, enabling CSPs to better utilize their existing infrastructure, focus on customer experience and scale their businesses faster. Wavelo launched as a proven asset for CSPs, with EchoStar using Wavelo’s Mobile Network Operating System ("MONOS") software to drive additional value within its Digital Operator Platform, and Ting integrating Wavelo’s Internet Service Operating System ("ISOS") and Subscriber Management ("SM") software to enable faster subscriber growth and footprint expansion. The Wavelo segment also includes the Platypus brand and platform, our legacy billing solution for ISPs. The revenues from Wavelo's MONOS, ISOS, SM and professional services are all generated in the U.S. and our customer agreements have set contract lengths with the underlying CSP. Similarly, Wavelo's revenues from Platypus are largely generated in the U.S., with a small portion earned in Canada and other countries.

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Tucows Domains

Tucows Domains includes wholesale and retail domain name registration services, as well as value -added services derived through our OpenSRS, ~~eNom~~Enom, Ascio, EPAG and Hover brands. Tucows Domains generates revenues primarily from the registration fees charged to resellers in connection with new, renewed and transferred domain name registrations. In addition, we earn revenues from the sale of retail domain name registration and email services to individuals and small businesses. Tucows Domains revenues are attributed to the country in which the contract originates, which is primarily in Canada and the U.S for OpenSRS and ~~eNom~~Enom brands whereas it is primarily in European nations for Ascio and EPAG.

Our primary distribution channel is a global network of more than 3432,000 resellers that operate in approximately 200 countries and who typically provide their customers, the end-users of Internet-based services, with solutions for establishing and maintaining an online presence. Our primary focus is serving the needs of this network of resellers by providing the broadest portfolio of gTLD and ~~the~~ country code top-level domain options and related services, a white-label platform that facilitates the provisioning and management of domain names, a powerful Application Program Interface, easy-to-use interfaces, comprehensive management and reporting tools, and proactive and attentive customer service. Our services are integral to the solutions that our resellers deliver to their customers. We provide “second tier” support to our resellers by email, chat and phone in the event resellers experience issues or problems with our services. In addition, our Network Operating Center proactively monitors all services and network infrastructure to address deficiencies before customer services are impacted.

We believe that the underlying platforms for our services are among the most mature, reliable and functional reseller-oriented provisioning and management platforms in our industry, and we continue to refine, evolve and improve these services for both resellers and end-users. Our business model is characterized primarily by non-refundable, up-front payments, which lead to recurring revenue from renewals and positive operating cash flow.

Wholesale, primarily branded as OpenSRS, ~~eNom~~Enom, EPAG and Ascio, derives revenue from its domain name registration service. Together the OpenSRS, ~~eNom~~Enom, EPAG and Ascio Domain Services manage 2421.5 million domain names under the Tucows, ~~eNom~~Enom, EPAG and Ascio ICANN registrar accreditations and for other registrars under their own accreditations. Domains under management has decreased by ~~0.1~~ 3.0 million, or ~~less than 0~~ 12.23%, since December 31, ~~2023~~2024.

Value-Added Services include hosted email which provides email delivery and webmail access to millions of mailboxes, Internet security services, WHOIS privacy, ~~publishing tools~~ and other value-added services. All of these services are made available to end-users through a network of web hosts, ISPs, and other resellers around the world. In addition, we also derive revenue by monetizing domain names which are near the end of their lifecycle through expiry auction sale.

Retail, primarily the Hover and eNom portfolio of websites, including eNom, and eNom Central, derive revenues from the sale of domain name registration and email services to individuals and small businesses. Our retail domain services also include our Personal Names Service – based on over 36,000 surname domains – that allows roughly two-thirds of Americans to purchase an email address based on their last name. The retail segment now includes the sale of the rights to its portfolio of surname domains used in connection with our RealNames email service and our Exact Hosting Service, that provides Linux hosting services for individual and small business websites. 4

~~Additional~~Retail, ~~information~~primarily, ~~about~~Hover, derives ~~segments~~revenues ~~can~~from bethe ~~found~~sale inof ~~“Note~~domain 20name registration and email services to individuals and small businesses. Our retail domain services also include our Personal Names Service – ~~Segment~~based ~~Reporting”~~on over of34,000 ~~the~~surname ~~Notes~~domains – that allows roughly two-thirds of Americans to purchase an email address based on their last name. The retail segment now includes the ~~Consolidated~~sale ~~Financial~~of ~~Statements~~the ~~included~~rights to its portfolio of surname domains used in ~~Part~~connection IIwith our RealNames email service and our Exact Hosting Service, ~~Item~~that 8provides ofLinux ~~this~~hosting ~~Annual~~services ~~Report~~for individual and small business websites.

Additional information about segments can be found in “Note 20. Segment Reporting” to the Consolidated Financial Statements.

Intellectual Property

We believe that we are well positioned in the wholesale domain registration and email markets due in part to our highly-recognized “Tucows”, “OpenSRS”, “Ascio” and “~~eNom~~Enom” brands and the respect they confer on us as a defender of end-user rights and reseller-friendly approaches to doing business. We were among the first group of 34 registrars to be accredited by ICANN in 1999, and we remain active in Internet governance issues.

Our success and ability to compete depend on our ability to develop and maintain the proprietary aspects of our brand name and technology. We rely on a combination of trademark, trade secret and copyright laws, as well as contractual restrictions to protect our intellectual property rights.

We have registered the Tucows trademark in the United States, Canada and the European Union and we register additional service marks and trademarks as appropriate and where such protection is available.

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We seek to limit disclosure of our intellectual property by requiring all employees and consultants with access to our proprietary information to commit to confidentiality, non-disclosure and work-for-hire agreements. All of our employees are required to sign confidentiality and non-use agreements, which provide that any rights they may have in copyrightable works or patentable technologies accrue to us. Before entering into discussions with potential vendors and partners about our business and technologies, we require them to enter into a non-disclosure agreement. If these discussions result in a license or other business relationship, we also generally require that the agreement containing the parties’ rights and obligations include provisions for the protection of its intellectual property rights.

Customers

Within the Ting segment, customers are a very broad mix of consumers, small businesses and corporations seeking high-speed Internet services. Wavelo offers services to a small number of CSPs focused in the U.S. along with EchoStar, their largest external customer, and Ting, their internal customer, until such time we expand these offerings to other Mobile Virtual Network Operators ("MVNOs") or Mobile Network Operators ("MNOs"). The majority of the customers to whom we provide services as Tucows Domains are generally either web hosts or ISPs. A small number of customers are consultants and designers providing our services to their business clients, or retail consumers registering a personal domain name.

During the ~~year~~ years ended December 31, ~~2024~~2025, ~~one~~December ~~customer~~31, ~~EchoStar, accounted for 10.7% of revenue. For the year~~2024 ~~ended~~ and December 31, 2023 one customer, EchoStar, accounted for 11.7%, 10.7% ~~of revenue~~ and ~~for the year ended December 31, 2022 no customer accounted for more than~~ 10.7% of ~~total~~ revenue.

~~While~~As ~~our~~internet ~~customers are capitalizing on the growth in Internet usage~~ and ~~the~~digital demand ~~for new services~~ scales, ~~they~~Tucows ~~also~~captures ~~face~~market ~~significant~~opportunity ~~competition~~by ~~from~~eliminating ~~numerous~~the ~~other~~need ~~service~~for ~~providers~~clients ~~with competitive or comparable offerings. This has led customers within our Wavelo and Tucows Domains segments~~ to ~~focus~~develop ~~on core competencies,~~ and ~~increasingly~~ ~~seeking~~support toproprietary ~~outsource~~systems for non-core services. ~~Outsourcing~~Tucows ~~enables~~captures ~~these~~this ~~customers~~market toopportunity ~~better focus on customer acquisition and retention efforts~~ by eliminating the need to own, develop and support non-core applications in-house. ~~In the case of Tucows Domains, this supports our~~ ~~Value-Added~~By ~~Services~~providing ~~offerings, and for Wavelo this supports our go~~high-~~to-market~~value ~~efforts to offer~~ full-service ~~platforms~~ ~~providing~~platforms aand ~~variety~~value-added ofservices, ~~solutions~~Tucows ~~that~~allows ~~support~~customers ~~CSPs,~~to ~~including~~offload operational ~~subscription~~complexity ~~and~~in ~~billing~~exchange ~~management,~~for ~~network~~marketplace ~~orchestration~~scalability and ~~provisioning,~~focus ~~and~~on ~~individual~~customer ~~developer~~acquisition ~~tools~~and retention.

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Seasonality

During the ~~summer~~first ~~months~~quarter ~~and certain other times~~ of the fiscal year, ~~such~~Tucows asDomains ~~major~~will ~~holidays,~~often ~~Internet~~see ~~usage~~higher ~~often~~contract ~~declines.~~liabilities Asand ahigher ~~result,~~deferred ~~some~~cost of ~~our~~fulfillment ~~Domain~~in ~~services~~regard to ~~(such~~domain asname ~~OpenSRS~~registrations, ~~eNom,~~due ~~Ascio,~~to ~~and~~a ~~Hover) may~~larger ~~experience~~volume ~~reduced~~of ~~demand~~renewals ~~during~~occurring ~~these~~at ~~times. In addition,~~ the ~~first~~beginning ~~quarter~~ of the ~~fiscal~~ year ~~will~~as ~~often~~compared ~~see higher contract liabilities in regard~~ to ~~domain~~subsequent ~~names due to most renewals occurring on January 1~~periods. The demand for Ting and Wavelo services is not impacted by seasonality.

Competition

Our competitors may be divided into the following groups:

Ting • U.S. Broadband providers such as AT&T, Comcast, Verizon and Lumen Technologies, who primarily compete with Ting Internet services. Tucows Domains • Retail-oriented domain registrars, such as GoDaddy, NameCheap and ~~Web.com~~Network Solutions', who compete with our Reseller customers in wholesale domain services and with Hover. • Wholesale-oriented domain registrars, such as GoDaddy, and Team Internet, who market services to resellers such as our customers. • Wholesale Email Service providers, such as Google, ~~Microsoft, Bluetie~~ and ~~MailTrust~~Microsoft.

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	Wavelo

	•	Traditional BSS/OSS providers such as Amdocs, Netcracker, Ericsson, Optiva and Sonar Software, who primarily compete with Wavelo’s platforms and services.

We expect to continue to experience significant competition from the competitors identified above and, as our business continues to develop, we expect to encounter competition from other providers. Service providers, Internet portals, web hosting companies, email hosting companies, outsourced application companies, country code registries and major telecommunication firms may broaden their services to include services we offer.

We believe the primary competitive factors in Ting are:

	•	Providing a superior customer service experience;

	•	Providing a simple and friendly user experience through more usable web and application interfaces and more fair and transparent pricing;

	•	Being agnostic on Internet hardware, including network routers; and

	•	Providing superior technology, speed and reliability with fiber to the home services.

We believe the primary competitive factors in Tucows Domains are:

•

Providing superior customer service by anticipating the technical requirements and business objectives of resellers and providing them with technical advice to help them understand how our services can be customized to meet their particular needs;

• Providing cost savings over in-house solutions by relieving resellers of the expense of acquiring and maintaining hardware and software and the associated administrative burden; ~~• Enabling resellers to better manage their relationships with their end-users;~~

•

Enabling resellers to better manage their relationships with their end-users;

	•	Facilitating scalability through an infrastructure designed to support millions of transactions across millions of end-users; and

	•	Providing superior technology and infrastructure, consisting of industry-leading software and hardware that allow resellers to provide these services to their customers without having to make substantial investments in their own software or hardware.

We believe the primary competitive factors in Wavelo are:

	•	Event-based architecture is the foundation to our modern platforms, which means less network bandwidth consumption and less central processing unit ("CPU") utilization, cutting costs and speeding up delivery, enabling new features, functionality and better customer experiences;

	•	Our product suite is modular by nature, so our platforms can work just as well together as they do independently, and alongside other best-in-class software - to fill specific gaps in operations, network provisioning, subscriber management, or anything in between; and

	•	CSPs are able to select the best of breed software and use it where they please, versus being forced into a traditional BSS/OSS software stack that forces them to use that providers' version of software to have full functionality.

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Although we encounter pricing pressure in many markets in which we compete, we believe the effects of that pressure are mitigated by the fact that we deliver a high degree of value to our customers through our business and technical practices. We believe our status as a trusted supplier also allows us to mitigate the effects of this type of competition. We believe that the long-term relationships we have made with many customers results in a sense of certainty that would not be available to those customers through a competitor.

Human Capital Resources

Employee Profile

AtAs ~~Tucows~~of December 31, 2025, we ~~strive~~had toapproximately ~~maintain~~759 ~~a best~~full-~~in-class~~time ~~workplace~~employees ~~where~~and 112 contracted employees globally. As a global Internet and technology company, we have a wide range of employees, including management professionals, technicians, engineers, and call center employees. None of our employees ~~can~~are ~~proudly~~currently ~~bring~~represented ~~their~~by ~~whole~~a ~~selves~~labor union. We consider our relations with our employees to ~~work~~be good. WeApproximately ~~believe~~54% ~~that~~of our employees are based in Canada, followed by ~~creating~~28% anbased ~~intentional~~in the U.S., ~~inclusive~~and ~~culture~~the remaining 18% are spread across countries in Europe and other regions. Of our contracted and fulltime employees, approximately 265 support our ~~people~~Ting ~~have~~segment, ~~more~~203 ~~opportunities~~support toour ~~thrive~~Wavelo ~~every~~segment, ~~day~~and approximately 307 support our Tucows Domains segment. The remaining 96 employees support corporate functions and shared technology services used across the Tucows group.

As of December 31, 2024, we had approximately 765 full-time employees and 99 contracted employees globally. As a global Internet and technology company, we have a wide range of employees, including management professionals, technicians, engineers, and call center employees. None of our employees are currently represented by a labor union. We consider our relations with our employees to be good. Approximately 58% of our employees are based in Canada, followed by 27% based in the U.S., and the remaining 15% are spread across countries in Europe and other regions. Of our employees, approximately 243 support our Ting segment, 205 support our Wavelo segment, and approximately 273 support our Tucows Domains segment. The remaining 143 employees support corporate functions and shared technology services used across the Tucows group.

We offer competitive compensation in addition to employee stock options, physical and mental health benefits, learning allowances, future planning programs for employee Registered Retirement Savings Plans ("RRSP/401k") contributions, as well as generous vacation, maternity, paternity and adoption leaves for our employees.

As an organization, Tucows is proud to foster a flexible, remote-first work environment that empowers employees to find a work style that fits their individual circumstances. Some employees perform work in other environments, including fulfillment centers, customers’ homes or businesses to perform service installation, and in the field to build out our network facilities.

~~February~~Organizational ~~2024~~Restructuring ~~Workforce~~and ~~Reduction~~Capital Efficiency Initiatives

OnIn February 7,2024 and October 2024, Ting ~~committed~~implemented ~~to the February 2024~~ workforce ~~reduction~~reductions ~~(the~~and ~~"February~~a ~~2024~~capital ~~Workforce~~efficiency ~~Reduction")~~plan ~~which aimed~~ to ~~realign~~align ~~the~~its ~~Company's~~operating ~~operational~~ structure ~~within~~with ~~the~~its ~~Ting operating segment and reduce Ting's workforce by 13%, or 7% of the Company's total workforce, to better support~~ strategic ~~objectives.~~focus ~~The~~on ~~February~~existing ~~2024~~fiber ~~Workforce~~markets ~~Reduction~~and ~~was designed~~ to ~~streamline operations and~~ reduce other operating expenses ~~within~~and ~~the~~capital ~~Ting operating segment~~outlays. ~~Substantially~~ ~~all~~These ofactions ~~the~~significantly ~~employees~~reduced ~~impacted~~Ting’s ~~by the~~ workforce ~~reduction were notified on February 7, 2024~~ and ~~have~~streamlined ~~since~~certain ~~exited~~operational ~~the Company~~functions. ~~The Company incurred non-recurring changes of approximately $3.2~~ ~~million in connection with the workforce reduction, primarily consisting of severance payments, notice pay, employee benefits contributions and outplacement costs.~~

The restructuring initiatives were substantially implemented during the year ending December 31, 2024 ~~Capital~~("Fiscal ~~Efficiency~~2024"). ~~Plan~~As a result, Ting entered fiscal year 2025 with a reduced cost structure and a more focused capital deployment strategy centered on completing builds in existing markets, rather than expanding into new markets. As noted above, the Company is currently exploring potential asset sales, partnership structures and other strategic transactions involving Ting's fiber network assets.

On October 30, 2024, Ting undertook a capital efficiency plan (the “Capital Efficiency Plan”) to reflect the ongoing operational and financial prioritization of the Ting business and to lower the Company's year-over-year operating expenses, and capital outlays, which reduced approximately 42% of Ting's workforce, or 17% of the Company's total workforce. The Company incurred non-recurring charges of approximately $7.7 million in connection with the Capital Efficiency Plan, primarily consisting of severance payments, notice pay, employee benefits contributions, professional services and outplacement costs.

The Company believes that both the February 2024 Workforce Reduction and Capital Efficiency Plan will realize personnel and related expense (net of capitalization) savings with the majority of the savings in sales and marketing, including related network support functions, followed by smaller impacts in technical operations and development, direct cost of revenues, network, general and administrative, and other costs. In the fiscal year ended December 31, 2024 ("Fiscal 2024") the realized savings will be partially offset by costs associated with both plans. These costs referenced above are classified as transitional and are excluded in our Adjusted EBITDA, which is a non-GAAP financial measure. Please see discussion of Adjusted EBITDA as well as the Adjusted EBITDA reconciliation to net income in the Results of Operations section below. The expected savings will also translate into reduced capital expenditures related to growth and expansion of new markets, as Ting shifts focus to complete builds in existing markets.

~~Table~~Additional ofinformation ~~Contents~~ regarding restructuring charges and related financial impacts can be found in “Note 21. Restructuring costs” to the Consolidated Financial Statements.

People Philosophy &and ~~Inclusion~~ Employee Wellness

As an organization, Tucows believes in the importance of driving meaningful change and impact;, ~~from~~and ~~its~~that ~~products~~same commitment extends to its people~~, everything is approached with intentionality~~. ~~Our~~Building ~~People~~and ~~Philosophy~~maintaining isour noculture ~~different. To us, inclusion~~ is not a standalone effort; it is ~~intrinsically~~a fundamental part of our employee experience, ~~which~~and helps us to create aan ~~space~~environment where our team can ~~proudly~~flourish, grow and ~~comfortably~~do ~~bring~~ their ~~full~~best ~~selves to~~ work.

This ~~principle~~philosophy is ~~found~~reflected ~~throughout~~in ~~the company~~Company-wide programs, policies, and isresources ~~especially~~designed ~~apparent~~to insupport ~~Tucows’~~employees ~~benchmark-free~~across ~~people~~all ~~philosophy~~levels and ~~company-wide~~functions. ~~efforts,~~The ~~such~~Company asinvests ~~IDEA~~in ~~(Inclusion,~~comprehensive ~~Diversity~~health and benefits plans, ~~Equity~~assistance programs for employees and ~~Allyship)~~their families, ~~which~~and ~~anchors~~wellness onand ~~the~~support ~~belief~~tools. ~~that diversity~~The ~~alone~~Company isregularly ~~not~~reviews ~~enough~~and ~~without~~updates ~~inclusion,~~its ~~equity,~~hiring practices and ~~allyship~~internal policies to help promote consistent, fair treatment across the organization.

ToTucows ~~support~~prioritizes ~~its~~the ~~commitments~~mental and ~~ensure~~personal ~~real,~~well-being ~~tangible~~of ~~impact for~~ its ~~teams~~employees, ~~the~~and ~~Company~~ has ~~invested~~implemented in a ~~number~~series of ~~resources,~~initiatives ~~including:~~designed ~~Employee~~to ~~Resource~~support ~~Groups~~employee ~~("ERGs")~~well-being, ~~and~~including ~~communities,~~daily ~~comprehensive~~mindfulness ~~assistance~~sessions ~~programs~~open ~~for~~to all employees and ~~their~~Company-wide ~~families,~~memberships ~~wellness~~to ~~and~~mindfulness ~~support tools~~platforms. The Company also ~~ensures~~maintains ~~that~~eight ~~its~~voluntary ~~practices~~employee ~~evolve~~resource togroups ~~mitigate~~that ~~bias~~provide ~~and~~employees ~~protect~~with ~~its~~shared-interest ~~people~~communities, ~~regularly~~opportunities ~~updating~~for ~~policies~~professional connection, and ~~reviewing~~programming ~~processes,~~that ~~such~~contributes asto ~~hiring~~broader ~~practices~~Company culture.

Employee Wellness

At Tucows, we're committed to fostering a workplace culture that prioritizes the mental and personal well-being of every team member. Tucows has introduced a series of initiatives that prioritize the mental and personal well-being of our employees and destigmatize mental health conversations at work. These initiatives include daily mindfulness sessions open to all employees, as well as company-wide memberships to mindfulness tools that allow employees to prioritize their well-being whenever they need.

The Company also supports eight ERGs that recognize the shared experiences of our employees. These groups include: 2SLGBTQ+, Black Future, Caregivers, Women’s Leadership, Canadian Newcomers, Neurodiversity, Mental Health, and Equality and Justice. These volunteer groups connect employees with shared characteristics, life experiences and enable them to engage in activities that advance our culture and foster connectivity.

Compliance with Government Regulations

Ting

Our Fiber Internet services are ~~also~~ subject to a number of regulations and commitments. The Federal Communications Commission ("FCC") frequently considers imposing new broadband-related regulations such as those relating to an Open Internet. States and localities also consider new broadband-related regulations, including those regarding government-owned broadband networks, net neutrality and connectivity. Additionally, as an ISP, we must implement certain network capabilities to assist law enforcement in conducting surveillance of persons suspected of criminal activity. From time to time, the FCC considers imposing new regulatory obligations on ISPs. We are committed to an Open Internet and do not block, throttle or engage in paid or affiliated prioritization, and have committed not to block, throttle or discriminate against lawful content.

Tucows Corporate - Mobile Services

The FCC and other federal, state and local, as well as international, governmental authorities have jurisdiction over our business. The licensing, construction, operation, sale and interconnection arrangements of wireless telecommunications systems are regulated by the FCC and, depending on the jurisdiction, international, state and local regulatory agencies. In particular, the FCC imposes significant regulation on licensees of wireless spectrum with respect to how radio spectrum is used by licensees, the nature of the services that licensees may offer and how the services may be offered, and resolution of issues of interference between spectrum bands.

Wavelo

Our Wavelo Segment is less subject to government regulations and commitments because it enables subscription and billing management, network orchestration and provisioning, and individual developer tools. Outside of General Data Protection Regulation (“GDPR”), which creates obligations around the procurement, processing, publication and sharing of personal data, as further outlined below, there is limited regulation or commitment to government bodies for software.

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Tucows Domains

Our Tucows Domains segment is subject to regulation by ICANN, federal and state laws in the U.S. and the laws of other jurisdictions in which we do business. These include:

ICANN: The registration of domain names is governed by ICANN. ICANN is a multi-stakeholder private sector, not-for-profit corporation formed for the express purposes of overseeing a number of Internet related tasks, including management of the DNS, allocation of IP addresses, accreditation of domain name registrars and registries and the definition and coordination of policy development for all of these functions. Tucows, eNom, EPAG and Ascio are each individually accredited by ICANN as domain name registrars and thus our ability to offer domain name registration products is subject to our ongoing relationship with, and accreditation by, ICANN. 8

ICANN: The registration of domain names is governed by ICANN. ICANN is a multi-stakeholder private sector, not-for-profit corporation formed for the express purposes of overseeing a number of Internet-related tasks, including management of the DNS, allocation of IP addresses, accreditation of domain name registrars and registries and the definition and coordination of policy development for all of these functions. Tucows, Enom, EPAG and Ascio are each individually accredited by ICANN as domain name registrars and thus our ability to offer domain name registration products is subject to our ongoing relationship with, and accreditation by, ICANN.

Country Code Top-Level Domain ("ccTLD") Authorities: The regulation of ccTLDs is governed by national regulatory agencies of the country underlying the specific ccTLDs, such as Canada (.ca). Our ability to sell ccTLDs is dependent on our ability to maintain accreditation in good standing with these various international authorities.

Communications Decency Act ("CDA"): The CDA generally protects online service providers, such as Tucows, from liability for certain activities of their customers, such as posting of defamatory or obscene content, unless the online service provider is participating in the unlawful conduct. Notwithstanding the general protections from liability under the CDA, we may nonetheless be forced to defend ourselves from claims of liability covered by the CDA, resulting in an increased cost of doing business.

Digital Millennium Copyright Act (“DMCA”): The DMCA provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright law have been infringed on the Internet. Under the DMCA, we generally are not liable for infringing content posted by third parties. However, if we receive a proper notice from a copyright owner alleging infringement of its protected works by web pages for which we provide hosting services, and we fail to expeditiously remove or disable access to the allegedly infringing material, fail to post and enforce a digital rights management policy or a policy to terminate accounts of repeat infringers, or otherwise fail to meet the requirements of the safe harbor under the DMCA, the owner may seek to impose liability on us.

General Data Protection Regulation: GDPR creates obligations around the procurement, processing, publication and sharing of personal data. Potential fines for violations of certain provisions of GDPR reach as high as 4% of a company’s annual total revenue, potentially including the revenue of its international affiliates. The solutions we develop for GDPR-compliance may not be adequate in the views of regulatory authorities or ICANN, which may cause the loss of WHOIS privacy revenue or increase our costs of developing compliant solutions or subject us to litigation, liability, civil penalties, or loss of market share. As the privacy laws and regulations around the world continue to evolve, these changes could adversely affect our business operations in similar ways.

Several bodies of law may be deemed to apply to us with respect to various customer activities. Because we operate in a ~~relatively new and~~ rapidly evolving industry and since our industry is characterized by ~~rapid~~ changes in technology and in new and growing illegal activity, these bodies of laws are constantly evolving. As a host of content through our Exact Hosting business, and to a lesser extent as a registrar of domain names, ~~services~~ we may be subject to potential liability for illegal activities by our resellers’ customers on their websites. We provide an automated service that enables users to register domain names. We do not monitor or review, nor does our accreditation agreement with ICANN require that we monitor or review, the appropriateness of the domain names we register for our customers or the content of their websites, and we have no control over the activities in which these customers engage. While we have policies in place to terminate domain names or to take other action if presented with evidence of illegal conduct, customers could nonetheless engage in prohibited activities without our knowledge.

Corporate Information

Our principal place of business is located in Canada.

We were incorporated under the laws of the Commonwealth of Pennsylvania in November 1992 under the name Infonautics, Inc. In August 2001, we completed our acquisition of Tucows Inc., a Delaware corporation, and we changed our name from Infonautics, Inc. to Tucows Inc. Our principal executive offices are located at 96 Mowat Avenue, Toronto, Ontario, M6K 3M1 Canada. Our telephone number is (416) 535-0123. We also have offices in Germany, Denmark and the U.S.

We are subject to the filing requirements of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). Therefore, we file annual reports, periodic reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically at www.sec.gov.

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We are subject to the filing requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). Therefore, we file annual reports, periodic reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically at www.sec.gov.

Our website address is tucows.com. We make available through our website, free of charge, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as amended as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. The information on the website listed above is not and should not be considered part of this Annual Report and is not incorporated by reference in this document.

Information about our Executive Officers and Key Employees

The following table sets forth the names, ages and titles of persons currently serving as our executive officers and key employees.

Name	Age	Title
Elliot Noss	62	President and Chief Executive Officer, Tucows Inc. and Ting
David Woroch	63	President and Chief Executive Officer of Tucows Inc and Tucows Domains
Ivan Ivanov	4647	Chief Financial Officer of Tucows Inc and Chief Executive Officer of Ting
David Woroch	62	Chief Executive Officer of Tucows Domains Services
Bret Fausett	62	Chief Legal Officer and Vice-President, Regulatory Affairs
Bret Fausett	61	Chief Legal Officer and Vice-President, Regulatory Affairs
Justin Reilly	38	Chief Executive Officer, Wavelo
Justin Reilly	37	Chief Executive Officer, Wavelo

~~Elliot~~David Woroch ~~Noss~~currently ~~has~~serves ~~served~~ as our ~~President and~~ Chief Executive Officer of Tucows Inc. ~~since~~and ~~May~~Tucows ~~1999~~Domains ~~and~~Services. Since ~~Ting~~joining ~~since~~Tucows ~~2022~~in 2000, David has been a leader at the company’s flagship business, Tucows Domains, scaling it into a large wholesale domain registrar and ~~served~~a ascornerstone ~~Vice~~of ~~President~~Tucows’ recurring-revenue model. He has guided the Company through multiple acquisitions—including Enom, EPAG, Ascio Technologies, the International division of ~~Corporate~~Melbourne IT, and UNR Registry Services—which ~~for~~have expanded Tucows’ ~~Interactive~~global ~~Limited,~~scale ~~which~~and ~~was~~reputation. ~~acquired~~Under byhis leadership, Tucows inDomains ~~May~~has ~~1999,~~become ~~from~~a ~~April~~recognized ~~1997~~pioneer toin ~~May~~customer ~~1999~~experience, automation and reseller enablement.

Ivan Ivanov has served as our Chief Financial Officer since August 2024. He also served as the Chief Executive Officer of Ting since November 6, 2025. Prior to joining the Company, Mr. Ivanov spent twenty-two years at Verizon and most recently served as Executive Director and business unit CFO, where he led both the consumer and business finance teams. Mr. Ivanov began his career at Verizon on the M&A and Corporate Development team, progressing to a variety of other financial specialties, including cash flow planning, network and IT capital allocation, and commercial finance, where he led Verizon’s fiber deployment program. Mr. Ivanov has a Master of Accounting from Seton Hall University and he is also a graduate of Drexel University with a Bachelor of Arts in Finance.

David Woroch currently serves as our Chief Executive Officer of Tucows Domains Services and has led our Domains business since 2014 and oversees OpenSRS, eNom, Ascio and EPAG (wholesale), Hover (retail) and the premium domain portfolio. Mr. Woroch joined Tucows in March 2000 after thirteen years at IBM and has helped build Tucows’ sales, marketing, business development, product management and technical support capabilities.

Bret Fausett joined Tucows in September 2017 as our Chief Legal Officer. Prior to joining Tucows, Mr. Fausett worked for Uniregistry, where he had served as General Counsel for six years. Prior to Uniregistry, Mr. Fausett worked as outside legal counsel to a number of domain industry related companies.

Justin Reilly joined Tucows in September 2019 and currently serves as our Chief Executive Officer of Wavelo. Prior to joining Tucows, Justin was Head of Product & Customer Experience Innovation at Verizon, as well as a founder of a number of companies with consumer grade product and machine learning at their core.

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ITEM 1A. RISK FACTORS

Our business faces significant risks. Some of the following risks relate principally to our business and the industry and statutory and regulatory environment in which we operate, including those highlighted in this section and summarized below. Other risks relate principally to the securities markets and ownership of our stock. As a result, the following risk factors, as well as other information included or incorporated by reference elsewhere in this Annual Report on Form 10-K, should be considered in evaluating our business and future prospects. The risks described below may not be the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occur, our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline.

~~Risk Factor Summary~~ 10

● We operate in highly competitive and consolidating industries, which may impact our ability to grow and maintain profitability. ● Our service offerings may not be successful if we are unable to maintain existing customer relationships or establish new customer relationships. ● Our service offerings may be limited in their ability to grow their respective businesses and customer base unless we can continue to manage our vendor relationships and supply chain to obtain valuable products and service options to offer to our customers. ● Changes in Internet infrastructure, adoption, and navigation practices could impact our business. ● Investments in new businesses and technologies, as well as divestitures, carry inherent risks that may impact our operations and financial performance. ● The Company's success depends on our ability to adapt to technological advancements and evolving industry trends. ● Our business depends on our strong brands. If we are not able to maintain and enhance our brands, our ability to expand our customer base will be impaired and our business and operating results will be harmed. ● The Company’s success depends on the continued service and availability of key personnel. ● Our ability to accurately forecast construction and marketing costs as well as manage the cost per serviceable address within expected targets will impact our return on investment on the Ting Internet footprint. ● We rely on third-party network operators, data centers, and service providers, and any disruptions to these systems could negatively impact our business. ● Our Ting Internet businesses rely on Network Operators. Failure by a Network Operator to obtain the proper licenses and governmental approvals from regulatory authorities would cause us to be unable to successfully operate those businesses. ● We are subject to minimum purchase commitments with some partner network providers and mobile network operators. ● We are parties to agreements with other unrelated parties for certain business operations and to license third-party technologies. Any claims against these unrelated parties that we rely upon for business operations and/or licensed technology could result in the need to incur substantial costs to replace technology or services which could delay and increase the cost of product and service developments. ● The execution of our Ting restructuring plan, involves risks that could adversely affect our business operations, financial condition, and growth strategy; including risks related to implementation difficulties, operational disruptions, and financial impacts. ● We face cybersecurity risks that could disrupt our business, damage our reputation, and result in financial and legal liabilities. ● Evolving laws and regulations governing intellectual property and internet services may expose us to increased liability and compliance costs. ● Data protection regulations may impose legal obligations on us that we cannot meet or that conflict with our ICANN contractual requirements. ● Disputes concerning the ownership or rights to use intellectual property and litigation involving other rights of third parties could be costly and time-consuming to litigate, may distract management from operating the business, and may result in us paying significant damage awards, losing significant rights and our ability to operate all or a portion of our business. ● Our indebtedness could adversely affect our ability to raise additional capital to fund our operations, our ability to operate our business, execute our strategy divert our cash flow from operations for debt payments, and prevent us from meeting our debt obligations. ● Our debt agreements impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities across the Company. Breaching these agreements could have a materially adverse impact on the Company. ● Our preferred unit financing arrangement could adversely affect our financial condition, our ability to operate our business, divert our cash flow from operations for debt payments, and prevent us from meeting our debt obligations. Our preferred unit financing agreement imposes predetermined operational and financial drawdown milestones on our Ting segment, which may prevent us from obtaining additional financing under such preferred unit financing arrangement. In addition, the Company may need additional financing to further accelerate the expansion of the Ting Internet footprint. ● The international nature of our businesses and operations expose us to additional risks that could harm our business, operating results, and growth strategy; including risks related to taxation and foreign currencies fluctuations. ● The Company’s subsidiary Ting will require additional financing in order to meet its future financial obligations. ● Rising inflation and interest rates may adversely affect our businesses, financial condition, and operating results. ● Macroeconomic, geopolitical, and market conditions may adversely affect our business, financial condition, and operating results. ● Changes in government regulations may increase compliance costs and impact our business operations. ● We may be subject to unforeseen liabilities or unenforceable customer agreements, which could negatively impact our financial results. ● We are exposed to risks related to online payment fraud, chargebacks, and evolving payment technologies. ● Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition. ● We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities. This could discourage the registration or renewal of domain names. ● Changes in ICANN policies, fees, and oversight may impact our domain registration business. ● Our share price may be volatile, and investors may be unable to sell shares at a favorable price. ● We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term shareholder value. ● Energy consumption from data centers and internet infrastructure may result in higher costs and increased regulatory scrutiny. ● Growing investor and regulatory expectations for ESG (Environmental, Social, and Governance) transparency may require additional disclosures and compliance efforts ● Our business and financial performance could be adversely impacted by climate change, environmental disruptions, and other unforeseen disasters or crises. ● Domain names are valuable assets, and cybersecurity risks could lead to their loss or misattribution of liability to us.

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RISKS RELATED TO OUR BUSINESS AND INDUSTRY

We operate in highly competitive and consolidating industries, which may impact our ability to grow and maintain profitability.

The markets we serve—Internet services (Ting), wireless communications (Tucows Corporate – Mobile Services), BSS/OSS software (Wavelo), and domain registration (Tucows Domains)—are highly competitive and undergoing significant consolidation. Many of our competitors have greater financial, technical, and marketing resources, enabling them to offer lower prices, provide broader service bundles, and ~~enhanced~~enhancing their purchasing power for equipment, content, and infrastructure. As consolidation increases, larger competitors may further strengthen their cost advantages, making it more difficult for us to attract and retain customers.

To remain competitive, we may need to reduce pricing, increase service offerings, or invest in customer acquisition, which could pressure margins, increase churn, and negatively impact cash flows. Additionally, lower prices could attract less loyal or lower-value customers, further affecting profitability.

In the domain registration industry, regulators are increasingly scrutinizing market consolidation and competitive practices, which could impact our ability to scale through acquisitions, partnerships, or pricing adjustments. Any regulatory action affecting domain pricing, reseller agreements, or distribution channels could constrain growth in our domain business.

Our service offerings may not be successful if we are unable to maintain existing customer relationships or establish new customer relationships.

~~Maintaining~~EchoStar ~~our~~is ~~existing~~Wavelo's main customer ~~relationships~~ and ~~being~~represents ~~able~~the tomajority ~~establish~~of ~~new~~its ~~relationships is critical to our success across all our segments~~revenues, ~~regardless~~ ifuntil ~~that~~such ~~customer~~time isas anwe ~~end~~are ~~consumer~~able ~~wanting~~to ~~Gigabit Fiber~~scale orour ~~Fixed~~services ~~Wireless Internet service~~ to ~~their~~additional ~~home,~~customers. As a ~~telecommunication provider~~result, orwe aare ~~leading~~exposed ~~global domain reseller. Long-term success is dependent upon our sustained ability~~ to ~~generate~~significant ~~sufficient~~risk ~~revenue~~if ~~from~~we ~~our~~are ~~customers~~unable ~~based on their use of our services and ability~~ to ~~respond~~maintain tothis ~~churn~~customer byrelationship ~~retaining~~or ~~existing~~establish ~~customers and adding~~ new ~~customers.~~relationships ~~With~~with ~~significant~~other ~~investments~~MNOs ~~across~~or ~~our~~MVNOs. ~~segments~~In addition, beWavelo’s itrevenues inare ~~the~~directly ~~continued~~tied ~~build~~to ~~out of our Fiber Network across~~ the ~~United~~subscriber ~~States,~~volumes ~~our development~~ of ~~our~~EchoStar’s ~~Wavelo~~ MVNO or ~~Domains~~MNO ~~Platforms~~networks, ~~our performance~~ and ~~financial~~its ~~results~~profitability ~~could~~is becontingent ~~negatively~~on ~~impacted~~EchoStar’s ifability ~~we are unable~~ to ~~realize~~continue ~~the return on these investments by failing~~ to ~~attract~~add ~~customers~~and or retain ~~customers~~subscribers toon ~~the~~its ~~services we offer~~platform.

~~Regarding~~Accordingly, Wavelo’s ~~specifically, EchoStar~~long-term issuccess ~~our~~depends ~~main~~on ~~customer~~its ~~and~~ability ~~represents the majority of our revenues until such time that we are able~~ to ~~scale our services to other customers. With the majority of our revenues concentrated with one customer, we are exposed to significant risk if we are unable to~~ maintain ~~this~~existing customer ~~relationship or establish new~~ relationships ~~with~~and ~~other~~broaden ~~MNOs~~its orcustomer ~~MVNOs~~base inthrough the ~~future.~~acquisition ~~Additionally,~~of ~~our~~new ~~revenues are~~customers ~~directly~~and ~~tied~~expanded toadoption ~~the subscriber volumes~~ of ~~EchoStar's~~its ~~MVNO~~platforms. orIf ~~MNO~~Wavelo ~~networks, so our profitability~~ is ~~contingent~~unable ~~on the ability of EchoStar~~ to ~~continue~~do toso, ~~add~~its ~~and~~revenues, ~~retain~~operating ~~subscribers onto our platform. If any of these events occur~~results, ~~our operational performance~~ and ~~financial~~growth ~~results~~prospects ~~may~~could be materially adversely affected.

~~Our~~We ~~service offerings~~ may be limited in ~~their~~our ability to grow ~~their~~our ~~respective~~service ~~businesses~~offerings and customer base within our businesses, unless we can continue to manage our vendor relationships and supply chain to obtain valuable products and service options to offer to our customers.

To stay competitive, we must offer a range of valuable products and services while effectively managing vendor relationships and supply chains. A critical aspect of this is securing domain name registration options through various TLDs and ccTLDs for our Tucows Domains segment. Our business is particularly vulnerable to fee increases imposed by registries like Verisign, which controls .com domains. Verisign, for instance, charges $10.26 per .com registration, with ICANN imposing an additional $0.1820 fee. Under ~~With~~ Verisign’s ~~contract~~registry ~~extended~~agreement, ~~until~~which extends through 2030, itVerisign ismay ~~permitted to~~ increase .com ~~domain~~ prices by up to 7% annually induring the ~~last~~final four years of ~~its~~the term~~. In 2024~~, ~~Verisign~~allowing ~~exercised~~for ~~this~~a ~~right,~~potential ~~raising~~price ~~.com~~increase ~~registration~~as ~~costs~~early byas ~~7%,~~the ~~impacting~~fourth ~~our~~quarter ~~cost~~ of ~~revenues~~2026. ~~Additionally,~~Any insuch ~~our~~increase ~~mobile~~would ~~services~~raise ~~segment, we rely on MNOs for network capacity, but with a shrinking retail subscriber base concentrated on a single MNO,~~ our ~~ability~~cost toof ~~negotiate favorable rates is limited~~revenues. For our Ting Internet segment, we depend on leased fiber capacity, installation equipment, and third-party network access, and any disruptions in supply or cost increases could affect our ability to scale and maintain profitability. ~~Since we have no control over these pricing adjustments and contract terms, they could significantly impact our financial performance and competitiveness across our core businesses.~~

Adverse conditions in the U.S. and international markets could materially adversely affect our results of operations and financial condition.

Unfavorable economic conditions, including economic slowdowns, volatile inflation rates, rising interest rates, lower employment levels or reduced consumer and business spending, could negatively affect demand for our products and services and increase our operating costs. During periods of economic uncertainty, customers may delay purchasing decisions, reduce usage of our services, downgrade to lower-priced offerings, or experience financial distress, which could adversely impact revenues, margins, and cash flows across our businesses.

In addition, inflationary pressures and higher interest rates have increased, and may continue to increase, our costs, including labor, energy, network operations, and interest expense. If adverse economic conditions persist or worsen, our cost-reduction efforts may be insufficient to offset these impacts, and our results of operations and financial condition could be materially adversely affected. A severe or prolonged economic downturn could result in a variety of risks to our business, including our ability to raise additional capital when needed on acceptable terms, if at all. Moreover, the uncertainty surrounding government funding debates and debt-ceiling negotiations can negatively affect market conditions, investor sentiment, and the liquidity of small-cap and microcap issuers such as ours. Accordingly, any future federal government shutdown or protracted budget impasse could materially and adversely affect our regulatory compliance, financing options and capabilities, and overall financial condition.

Changes in Internet infrastructure, adoption, and navigation practices could impact our business.

Our success depends on the continued expansion and stability of the Internet as a global platform for communication and commerce. Any fundamental shift in Internet usage, governance, or navigation could materially impact our business, financial condition, and growth prospects.

● Ting Internet: The adoption of fiber-optic Internet may be impacted by factors such as consumer reluctance to switch providers, network performance limitations, or the rise of alternative wireless technologies that provide competitive speeds without fixed infrastructure. Any of these could slow fiber adoption, limiting our growth.

●

Tucows Domains: The domain registration industry relies on the continued use of the domain name system (DNS) for Internet navigation. Emerging technologies, such as alternative traffic routing systems, keyword-based navigation, or government-controlled Internet frameworks, could reduce reliance on domain names. If widely adopted, these changes could diminish demand for domains and impact our revenue.

●

Global Expansion: We expect future Internet growth to come from international markets, where adoption is currently lower. If Internet usage does not expand as expected, or if governments restrict domain registrations, our growth strategy and revenue potential could be adversely affected.

Any major shift in Internet infrastructure, governance, or navigation practices could reduce demand for our services and negatively affect our long-term financial performance.

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Investments in new businesses and technologies, as well as divestitures, carry inherent risks that may impact our operations and financial performance.

We continually invest in new businesses, services, and technologies and divest non-core assets, but these strategies may not generate the anticipated benefits and could disrupt ongoing operations. If we fail to integrate acquisitions effectively, realize expected synergies, or achieve target returns, our financial condition and ability to meet obligations could be negatively affected.

We may continue to acquire companies, assets, or technologies to expand services, enhance infrastructure, or address competitive pressures. These transactions carry risks, including:

● Management distraction from core operations,

● Integration challenges with acquired businesses,

● Significant acquisition costs and potential liabilities,

● Loss of key employees,

● Unanticipated regulatory changes, and

● Failure to generate expected financial returns.

For example, under the EchoStar Purchase Agreement, we receive a 10-year payment based on transferred subscriber margins. If subscriber churn exceeds expectations or if EchoStar’s pricing strategies or cost structures reduce profitability, our anticipated income stream may fall short, impacting financial results.

Additionally, we may be unable to identify or complete future acquisitions on favorable terms, and market perception of acquisitions could negatively affect our stock price. There is no assurance that our investments will be successful, and failure to realize anticipated benefits could adversely impact our financial condition and operating results.

The Company's success depends on our ability to adapt to technological advancements and evolving industry trends.

The industries in which we operate are characterized by rapid technological change, evolving customer expectations, and increasing competition from emerging technologies. Failure to anticipate and adapt to these changes could impact our ability to attract and retain customers, maintain competitive pricing, and sustain profitability.

●

Ting Internet: Fiber-optic technology currently offers unmatched speed, reliability, and scalability, but future advancements in wireless broadband, 5G, and satellite internet could reduce demand for fiber-based services, particularly in multi-family housing and underserved markets. As we expand our fiber subscribers, we must continuously invest in network performance, scalability, and infrastructure upgrades to remain competitive. Inefficiencies, operational failures, or the inability to accommodate increased traffic demand could erode service quality, damage our reputation, and impact financial performance.

●

Wavelo: The wireless communications industry is undergoing rapid transformation, including the adoption of AI-driven automation, network optimization, and customer service enhancements. We must continuously evaluate new technologies, platform integrations, and evolving competitive landscapes to maintain market relevance. Competitors with greater financial resources and economies of scale may offer services at lower prices, impacting our revenue growth and margins.

●

Tucows Domains: The domain registration and internet services industry is evolving with AI-powered tools enabling automated domain search, DNS management, and fraud detection. These innovations may reduce demand for traditional domain registration services or allow competitors to optimize pricing and customer acquisition more efficiently. Additionally, emerging e-commerce platforms and AI-generated website builders could disrupt the traditional domain ecosystem, requiring us to adapt or risk losing market share.

Our long-term success depends on continuous investment in technology, infrastructure, and service innovation. Failure to adapt to market changes, integrate emerging technologies, or maintain operational scalability could negatively impact our growth, competitive position, and financial performance.

Our business depends on our strong brands. If we are not able to maintain and enhance our brands, our ability to expand our customer base will be impaired and our business and operating results will be harmed .

In recognition of the evolving nature of the Internet services market and to make it easier to clearly differentiate each service we offer from our competitors, we enhanced our branding by focusing our primary service offerings under seven distinct brands, namely “OpenSRS”, “~~eNom~~Enom”, “Hover", "EPAG", "Ascio", “Ting”, and "Wavelo". We also believe that maintaining and enhancing the “Tucows” corporate brand and our service brands is critical to expanding our customer base. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive. Maintaining and enhancing our brands will depend largely on our ability to be a technology leader providing high quality products and services, which we may not do successfully. To date, we have engaged in relatively little direct brand promotion activities. This enhances the risk that we may not successfully implement brand enhancement efforts in the future.

~~Additionally,~~Our asability ~~part~~to ofsuccessfully ~~the~~execute ~~EchoStar~~on ~~Purchase Agreement executed in~~ the ~~year~~strategic ~~ending~~process ~~December~~for ~~31,~~Ting ~~2020~~is ~~("Fiscal~~critical ~~2020"), the Company granted EchoStar the right~~ to ~~use~~addressing ~~the name "Ting" and~~ its ~~associated~~liquidity ~~domain name over a 24-month period~~needs, after which EchoStar had an option to purchase the brand from the Company. EchoStar has formally refused their option to purchase the Ting brand, however the right to use the name "Ting" by EchoStar was subsequently extended by the Company and ~~now~~failure ~~runs month~~ to ~~month.~~do ~~Any~~so ~~actions~~on ~~taken~~a bytimely ~~EchoStar~~basis ~~as part of the transactions contemplated by the EchoStar Purchase Agreement may impact the Ting brand's reputation. These actions~~ could ~~range~~have ~~from~~a ~~poor~~material ~~service~~adverse ~~quality,~~effect ~~bad~~on ~~customer experience, privacy concerns, data breaches, and other events that could negatively impact~~ the ~~Ting brand permanently. The Ting brand could then carry negative connotation with consumers and impact our ability to continue to grow our Fiber Internet~~ business ~~under the Ting brand~~. ~~If any of these events occur, our operational performance and financial results, in particular those of our Fiber Internet business may be adversely affected.~~

~~The~~Given ~~Company~~Ting’s ~~success~~ongoing ~~depends~~capital onrequirements, we have commenced a process to review strategic alternatives for the ~~continued~~Ting ~~service~~business. This process is intended to address Ting’s liquidity needs and ~~availability~~long-term sustainability and may include a range of ~~key~~potential ~~personnel~~ outcomes, such as a sale, recapitalization, restructuring, partnership, or other strategic transaction.

~~Much~~There ofcan ~~the~~be ~~Company’s~~no ~~future~~assurance ~~success~~that ~~depends~~the onprocess ~~the~~to ~~continued~~review ~~availability~~strategic ~~and~~alternatives ~~service~~will ofresult ~~key~~in ~~personnel~~any transaction or outcome, ~~including~~that ~~its~~any ~~Chief~~transaction ~~Executive~~pursued ~~Officer~~will be completed on acceptable terms, ~~executive~~or ~~team~~that ~~and~~it ~~other~~will ~~highly~~be ~~skilled~~completed ~~employees.~~on ~~Experienced~~a ~~personnel~~timeline insufficient ~~the~~to ~~technology~~address ~~industry~~Ting’s ~~are~~liquidity inneeds, ~~high~~or ~~demand~~will fully discharge Ting’s obligations. The availability, timing, and ~~competition~~terms ~~for~~of ~~their~~any ~~talents~~strategic istransaction ~~intense.~~will Wedepend ~~may~~on ~~not~~numerous befactors, ~~able~~including tomarket ~~retain~~conditions, ~~our~~investor ~~key~~interest, ~~employees~~Ting’s oroperating ~~replace~~performance, ~~them~~and ~~when~~broader ~~necessary~~economic and industry conditions, which are outside of our control.

If the process does not result in a successful transaction, or if it is delayed or abandoned, Ting may be required to pursue other measures to address its liquidity needs, including more significant reductions in operating expenses, deferral or abandonment of strategic initiatives, raising capital on unfavorable terms, or pursuing restructuring, bankruptcy or insolvency alternatives. Any such actions could materially and adversely affect Ting’s business, financial condition, and results of operations and could result in a loss of some or all of our investment in Ting.

In addition, this process may divert management’s attention, create uncertainty among employees, customers, suppliers, and investors, create and increase volatility in the trading price of our securities. Litigation, including securities class action litigation, or other regulatory actions and investigations often follows certain significant business transactions, such as the announcement of any strategic transaction, or the announcement of negative events. We may be exposed to such litigation even if no wrongdoing occurred. Litigation is usually expensive and also diverts management’s attention. These effects could persist regardless of whether a transaction is ultimately completed and could have a material adverse effect on our consolidated business, financial condition, and results of operations.

Ting’s ability to continue as a going concern depends on significant changes to its operations or additional sources of liquidity.

Ting has incurred recurring operating losses and negative cash flows and has historically relied on external financing, including redeemable preferred units and term notes, to fund its operations. Based on current forecasts, Ting’s existing cash resources are expected to be insufficient to fund operations and meet its financial obligations beyond the second quarter of the year ending December 31, 2026 ("Fiscal 2026"), under a business-as-usual scenario. The Return Breach related to the Series A Preferred Units, as well as current market conditions, may significantly impact Ting’s ability to raise any additional financing at acceptable rates, or at all. Further details on the Return Breach are described in "Note 13. Redeemable Preferred Units" of the Notes to the Consolidated Financial Statements.

Management has initiated a process to review strategic alternatives, as detailed in the above risk factor, and is addressing Ting’s liquidity needs by reducing operating costs and restructuring operations. Ting’s ability to continue as a going concern is dependent, in part, on the success of this strategic review process. However, there can be no assurance that these plans will be successfully implemented on a timely basis, or at all, or that they will generate sufficient liquidity to enable Ting to continue operations.

If Ting is unable to execute these plans or obtain additional funding when needed, it may be required to significantly curtail operations, pursue financing on unfavorable terms, or seek protection under bankruptcy or insolvency laws. Any such outcomes could materially and adversely affect our consolidated results of operations and the value of our investment in Ting, which could in turn affect the price of our common stock, our relationship with third parties with whom we do business and our ability to raise additional capital.

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If the Company is required to wind down or substantially reduce operations at Ting, it may incur costs, which could adversely affect the Company’s financial condition and results of operations.

If Ting’s strategic review process does not result in a transaction or other outcome that addresses Ting’s liquidity needs and long-term sustainability, the Company may determine that it is necessary to wind down, restructure, or more substantially reduce operations at Ting. Any such actions could require the Company to provide financial and operational support to facilitate an orderly transition and could result in significant costs being incurred.

In connection with a wind-down or significant reduction in operations, Ting may incur costs related to employee severance, retention and termination benefits, contract termination or exit costs, professional and advisory fees and other restructuring-related expenses.

As the ultimate parent and shared service provider to Ting for certain business functions, the Company may incur costs primarily related to employee severance and termination benefits, contract termination or exit costs, and professional service and advisory fees associated with services provided at the corporate level. In addition, the Company may incur costs to settle certain obligations under commercial agreements, leases, vendor contracts and other commitments of Ting where it has acted as guarantor to those agreements. Any such costs incurred at the Company level could reduce liquidity available at the Company and limit its ability to deploy capital to other businesses or strategic initiatives.

RISKS RELATED TO OUR OPERATIONS AND INFRASTRUCTURE

We rely on third-party network operators, data centers, and service providers, and any disruptions to these systems could negatively impact our business.

Our operations depend on the continuous availability and reliability of network infrastructure, data centers, and cloud service providers. Any system failure, service interruption, or infrastructure damage—whether within our own facilities or those of our third-party partners—could result in service disruptions, loss of revenue, reputational harm, and financial liabilities.

● Ting Internet relies on our Fiber Network, as well as third-party-owned networks, including municipal and private ("Partner Network Providers") in certain markets. Damage to network facilities, failure to maintain government authorizations, or non-compliance with regulations by these third parties could disrupt our service and result in financial losses.

●

Wavelo depends on data centers, public cloud providers, and key observability service providers to monitor outages and ensure platform availability. Service interruptions could impact billing and provisioning services for clients, affecting customer retention and revenue.

● Tucows Corporate – Mobile Services operates on third-party wireless networks. Failures in their network infrastructure, security breaches, or regulatory non-compliance could lead to subscriber losses, increased costs, or operational challenges. Our ~~Master~~master ~~Services~~services ~~Agreement~~agreement does not provide indemnification for network outages or disruptions, increasing our exposure to risk.

●

Tucows Domains depends on IT and communications systems housed in data centers, some of which are in regions with high seismic activity. System failures due to natural disasters, cyberattacks, sabotage, or financial instability of data center operators could cause prolonged service outages, negatively affecting our brands, revenue, and profitability.

Some of our businesses rely on Network Operators. Failure by a Network Operator to obtain the proper licenses, approvals and or permits from regulatory authorities would cause us to be unable to successfully operate those businesses.

The FCC licenses currently held by our Network Operators and their third-party affiliates to provide wireless services are subject to renewal and revocation. There is no guarantee that their wireless or network licenses will be renewed. The FCC requires all licensee to meet certain requirements, including so-called “build-out” requirements, to retain their licenses. Their failure to comply with certain FCC requirements in a given license area could result in the revocation of their license for that geographic area. This could impact our ability to scale operations, meet customer demand, and achieve projected revenue growth. Additionally, increased regulatory requirements could lead to higher compliance costs and extended buildout timelines.

We are subject to minimum purchase commitments with some partner network providers and mobile network operators.

In certain Ting markets, we operate on third-party-owned internet networks, including ~~municipal and private ("~~Partner Network Providers"), rather than building our own infrastructure. We pay fees based on minimum purchase commitments, which often increase as network construction expands and new serviceable addresses become available. To maintain profitability in these markets, we must grow our customer base and manage churn to offset these fixed costs.

Additionally, under our Ting Mobile agreement, we have a "take or pay" minimum purchase commitment with our MNO supplier. ~~We are committed to a minimum of $18.5~~ ~~million in remaining payments through February 16, 2026.~~ Due to the small size of our retained mobile subscriber base, we ~~expect~~have ~~to incur~~ incurred penalties related to underutilization from limited growth in the mobile subscriber base, with $1.3.9 million accrued as of December 31, ~~2024~~2025. IfThe weCompany ~~fail~~incurred tothese ~~grow~~penalties ~~our~~throughout the ~~mobile~~year ~~customer~~ending ~~base~~December or31, ~~renegotiate~~2025 ~~these~~("Fiscal ~~obligations,~~2025") and ~~our~~thereafter ~~cost~~until ofthe ~~revenue~~initial ~~may~~term ~~increase,~~of ~~negatively~~the contract ~~impacting~~and ~~financial~~contractual ~~results.~~minimums was complete Toin January ~~date,~~2026. ~~renegotiation~~The ~~efforts~~contract ~~have~~will ~~been~~automatically ~~largely~~continue ~~unsuccessful~~month-to-month thereafter, with ~~only~~no ~~partial~~expected ~~deferrals~~penalties ofin ~~penalty~~the ~~escalation~~month-to-month arrangement. ~~The~~ ~~Company~~Should ~~expects~~we continue to ~~incur~~be ~~penalties~~bound ~~throughout the~~by ~~year~~any ~~ending~~minimum ~~December~~purchase ~~31,~~commitments ~~2025~~in ~~("Fiscal~~excess ~~2025")~~of our customer-based usage, ~~and~~our ~~thereafter~~cost ~~until~~of ~~the~~revenue ~~contract~~may isincrease, ~~complete~~negatively inimpacting ~~early~~financial ~~2026~~results.

We are parties to agreements with other unrelated parties for certain business operations and to license third-party technologies. Any claims against these unrelated parties that we rely upon for business operations and/or licensed technology could result in the need to incur substantial costs to replace technology or services which could delay and increase the cost of product and service developments.

Across all of our business segments, we have entered into agreements with third parties for licensing of certain technologies, the day-to-day execution of certain services, the development and maintenance of certain systems necessary for the operation of our businesses and for network equipment, handsets, devices and other equipment where appropriate. We expect our dependence on key suppliers to continue as more advanced technologies and services are developed. If we experience difficulties with regard to these arrangements or are unable to negotiate on commercially reasonable terms or at all with future vendors, it could result in additional expense, loss of customers and revenue, interruption of our services or a delay in the roll-out of new technology and services for our customers.

~~Table~~Slower-than-expected ofsubscriber ~~Contents~~ growth and ongoing operating losses could impair Ting’s ability to meet its financial and operational obligations and limit its access to additional financing.

~~The~~Ting ~~execution~~has ofincurred ~~our~~recurring ~~Ting~~operating ~~restructuring~~losses ~~plans,~~and ~~involves~~negative ~~risks~~operating ~~that~~cash ~~could~~flows ~~adversely~~and ~~affect~~continues ~~our~~to ~~business~~require substantial capital to fund its operations,. ~~financial~~Ting’s ~~condition~~ability to meet its financing commitments, including scheduled interest and ~~growth~~principal ~~strategy;~~payments ~~including~~under ~~risks~~its ~~related~~term tonotes ~~implementation~~and ~~difficulties,~~obligations ~~operational~~under ~~disruptions~~its redeemable preferred units, depends in part on achieving subscriber growth and ~~financial~~operating ~~impacts~~performance.

~~To reflect the ongoing operational prioritizations of the~~ Ting’s ~~segment~~recent ~~and~~subscriber togrowth ~~lower~~has ~~year-over-year~~been ~~operating~~below ~~expenses,~~internal ~~we undertook the Ting workforce reductions on February 7~~forecasts, ~~2024~~ and ~~October~~there ~~30,~~can ~~2024.~~be ~~The~~no ~~2024~~assurance ~~workforce~~that ~~reductions~~subscriber ~~were~~growth ~~aimed~~will atimprove ~~streamlining~~or ~~the~~meet ~~operations~~expectations ~~within~~in ~~our~~future ~~Ting segment and reducing capital expenditures~~periods. ~~The~~Lower-than-expected ~~successful~~net ~~execution~~additions ~~of these plans was critical~~ to ~~our~~Ting’s ~~efforts~~subscriber tobase would reduce ~~costs,~~recurring ~~improve~~revenue ~~efficiency,~~ and ~~align~~cash ~~our~~flow, ~~resources~~increase ~~with~~pressure ~~strategic~~on ~~priorities. However~~liquidity, ~~the implementation of the workforce reductions requires significant management attention~~ and ~~financial~~impair ~~resources~~Ting’s ~~and~~ability ~~is subject~~ to afund ~~number of risks that could negatively impact our results of~~ operations, ~~including~~and ~~the~~service ~~following:~~its debt.

-In ~~Implementation~~addition, ~~difficulties~~Ting ~~and~~has ~~costs:~~a ~~The~~cost ~~process~~structure ofthat ~~implementing~~includes ~~the~~significant ~~Capital~~fixed ~~Efficiency~~and ~~Plan~~semi-fixed ~~may~~expenses ~~encounter~~related ~~unforeseen~~to ~~challenges~~network operations, ~~including~~personnel, ~~delays~~ and ~~higher-than-anticipated~~customer ~~expenses~~support. ~~These~~If ~~difficulties~~Ting ~~could~~is ~~hinder~~unable ~~our~~to ~~ability~~scale revenues sufficiently to ~~achieve~~absorb ~~the~~these costs, or if cost-reduction initiatives are delayed or less effective than anticipated, ~~benefits~~operating oflosses ~~the~~may ~~Plan~~increase, ~~such~~further asconstraining ~~cost~~liquidity ~~savings~~and limiting Ting’s financial flexibility. These factors could materially and ~~improved~~adversely ~~operational~~affect ~~efficiencies~~Ting’s business, financial condition, and results of operations.

- Operational Disruptions: Changes to our operational structure as part of the Capital Efficiency Plan, such as workforce reductions, may lead to temporary disruptions in our operations. These disruptions could adversely affect our ability to meet customer demands, maintain service quality, and achieve our growth objectives.

- Financial Impacts: The Capital Efficiency Plan has resulted in significant costs related to severance, asset write-downs, and other restructuring charges, which were incurred in the current fiscal period. While these expenditures were necessary to implement the plan and are expected to yield long-term financial benefits, they have negatively impacted our profitability in the short term. There is also a risk that the anticipated efficiencies and cost savings may take longer than expected to materialize or may not fully offset the upfront costs.

- Employee Morale and Retention: The Capital Efficiency Plan may impact employee morale and lead to challenges in retaining key personnel. Maintaining a motivated workforce is crucial to our ongoing success, and any negative effects on employee morale could adversely impact our business operations and financial performance.

- Market and Competitive Pressures: As we restructure our operations, there is a risk that competitors may take advantage of any perceived disruptions or weaknesses, potentially impacting our market position and competitive advantage.

- Reputational Harm: The public perception and reputation of our company could be adversely affected by the execution of significant restructuring plans like the Plan. Public, customer, and investor perceptions of our actions, especially in relation to workforce reductions, service changes, or other visible outcomes of the restructuring, could negatively influence our brand and reputation in the market. - Impede Growth: The restructuring plans are expected to significantly reduce capital expenditures, which will in turn slow, and in some markets pause, the expansion of the Ting Internet footprint. The resulting reduction in capital spend will result in fewer additions to the Company's Owned Infrastructure Serviceable Addresses, which in turn could lead to fewer net additions to Internet Subscribers Under Management and revenue growth.

Despite these challenges, we are committed to successfully implementing the Plan and believe that it is a necessary step towards achieving our long-term strategic goals. We are closely monitoring the progress of the restructuring activities and are prepared to take corrective actions as needed to mitigate these risks. However, investors should be aware that the factors described above, among others, could have an adverse impact on our overall financial condition and results of operations.

RISKS RELATED TO CYBERSECURITY, DATA PRIVACY, AND INTELLECTUAL PROPERTY

We face cybersecurity risks that could disrupt our business, damage our reputation, and result in financial and legal liabilities.

As a provider of internet-based services, we collect, store, and process sensitive customer, employee, and business data across our operations. We rely on centralized data processing, online services, and third-party providers, increasing our exposure to cyber threats, data breaches, and unauthorized access. Any compromise of our network security or IT systems could lead to service disruptions, data loss, reputational harm, regulatory penalties, and financial liability.

Cyberattacks, including malware, phishing, ransomware, deepfake fraud, and AI-driven hacking techniques, continue to increase in sophistication, frequency, and impact. Nation-state actors and organized cybercriminal groups are increasingly targeting technology infrastructure providers, and as a company supporting core internet services, we may be at greater risk. AI-driven threats, such as realistic social engineering attacks and domain abuse, may further expose us to fraudulent activity, regulatory scrutiny, and increased compliance costs.

Additionally, supply chain attacks—particularly those targeting open-source software and third-party dependencies—have become more prevalent, increasing the risk of compromised infrastructure and security vulnerabilities. Despite our investments in security controls, fraud detection tools, and risk mitigation strategies, our defensive measures may not be sufficient to prevent or detect all cyber incidents.

A significant security breach, data loss, or service outage could result in legal claims, increased regulatory oversight, financial penalties, loss of customer trust, and damage to our competitive position, all of which could materially affect our business, financial condition, and results of operations.

Evolving laws and regulations governing intellectual property and internet services may expose us to increased liability and compliance costs.

The legal framework surrounding intellectual property, domain registration, and online content liability continues to evolve, and changes in these laws could increase our legal exposure, regulatory burden, and compliance costs.

As a provider of domain registration and hosting services, we do not monitor the appropriateness of domain names or website content created by our customers, nor are we required to do so under our ICANN accreditation. However, we may be subject to legal claims arising from illegal or infringing activities conducted by third parties using domains registered through our platforms. While we maintain policies to address misuse, we cannot prevent all violations, and enforcement efforts may result in legal disputes, reputational harm, or regulatory penalties.

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Several laws currently shield internet service providers and domain registrars from liability, including:

●

The Communications Decency Act (CDA), which limits liability for user-generated content, except in cases of direct participation in unlawful activity.

●

The Digital Millennium Copyright Act (DMCA), which provides safe harbor protections for hosting third-party content, contingent on compliance with takedown requests.

●

The Anti-Cybersquatting Consumer Protection Act (ACPA), which governs domain name disputes and limits registrar liability absent bad faith intent to profit.

These protections, however, are subject to judicial interpretation and legislative changes, both in the U.S. and internationally. Some jurisdictions have introduced stricter content liability laws, data localization mandates, and intellectual property protections that may be difficult or costly to comply with. If courts narrow existing legal protections or governments impose new regulatory obligations on domain registrars, we may be required to modify our business practices, enhance compliance programs, or absorb additional operational costs.

Additionally, domain registrars are increasingly facing tort liability for domain disputes, security breaches, and fraudulent registrations. While we implement safeguards against unauthorized transfers, phishing, and domain hijacking, our defenses may not always be effective, and we may be subject to claims that increase our litigation exposure and financial risk.

We maintain general liability insurance, but coverage may be insufficient, disputed, or unavailable for certain claims. Any significant uninsured losses, regulatory penalties, or litigation costs could adversely impact our financial condition and results of operations.

Data protection regulations may impose legal obligations on us that we cannot meet or that conflict with our ICANN contractual requirements.

In 2018, the European Commission adopted the GDPR, which creates obligations around the procurement, processing, publication and sharing of personal data. Potential fines for violations of certain provisions of GDPR reach as high as 4% of a company’s annual total revenue, potentially including the revenue of its international affiliates. The solutions we develop for GDPR-compliance may not be adequate in the views of regulatory authorities or ICANN, which may cause the loss of WHOIS privacy revenue or increase our costs of developing compliant solutions or subject us to litigation, liability, civil penalties, or loss of market share. As the privacy laws and regulations around the world continue to evolve, these changes could adversely affect our business operations in similar ways.

Disputes ~~concerning~~involving ~~the ownership or rights to use~~ intellectual property ~~and~~rights, ~~litigation~~domain ~~involving~~name ~~other~~ownership, ~~rights~~or ofcybersecurity ~~third~~incidents ~~parties~~ could be costly and ~~time-consuming~~adversely toaffect ~~litigate,~~our ~~may distract management from operating the~~ business, and ~~may~~results ~~result in us paying significant damage awards, losing significant rights and our ability to operate all or a portion~~ of ~~our business~~operations.

We rely ~~upon~~on ~~copyright,~~intellectual ~~trade~~property ~~secret~~laws and ~~trademark~~contractual ~~law~~protections, including confidentiality and ~~nondisclosure agreements,~~ invention assignment agreements, ~~and work-for-hire agreements~~ to protect our proprietary technology, ~~all~~and ofother ~~which~~intellectual ~~offer only limited protection~~property. ~~Due~~These toprotections ~~the~~provide ~~global~~only ~~nature~~limited ofsafeguards, ~~our~~particularly ~~web-based~~in ~~businesses~~foreign jurisdictions, and ~~services,~~disputes weor ~~cannot~~litigation ~~ensure~~involving ~~that~~intellectual ~~our~~property ~~efforts~~or toother ~~protect~~rights ~~our~~of ~~proprietary~~third ~~information~~parties ~~will~~may be ~~adequate~~costly ~~to protect against infringement~~ and ~~misappropriation~~time-consuming, bydivert ~~third~~management ~~parties~~attention, ~~particularly~~and result in ~~foreign~~damages, ~~countries~~loss ~~where~~of ~~laws~~rights, or ~~law~~restrictions ~~enforcement~~on ~~practices~~our ~~may~~ability ~~not~~to ~~protect~~operate ~~proprietary~~our ~~rights as fully as in the U~~business.~~S. and Canada.~~

WeAs ~~have~~a ~~licensed,~~domain ~~and~~name ~~may in the future license~~registrar, ~~some~~we ofare ~~our~~regularly ~~trademarks~~involved ~~and~~in ~~other~~disputes ~~proprietary~~relating ~~rights~~ to ~~others.~~the ~~Third~~registration, ~~parties~~ownership, ~~may~~and ~~also reproduce or~~ use ~~our~~of ~~intellectual~~domain ~~property rights without seeking a license and thus benefit from our technology without paying for it. Third parties could also independently develop technology~~names, ~~processes~~including orproceedings ~~other~~under ~~intellectual~~ICANN’s ~~property~~Uniform ~~that~~Domain ~~are~~Name ~~similar~~Dispute toResolution orPolicy ~~superior to those used by us. Actions by licensees, misappropriation of the intellectual property rights~~ or ~~independent~~litigation ~~development~~under ~~by others of similar or superior technology might diminish~~ the ~~value~~Anti-Cybersquatting ofConsumer ~~our~~Protection ~~proprietary rights or damage our reputation~~Act. ~~The~~While ~~unauthorized~~registrars ~~reproduction~~are orgenerally ~~other~~afforded ~~misappropriation~~certain ~~of our intellectual property rights~~protections, ~~including~~failure ~~copying~~to ~~the~~comply ~~look,~~with ~~feel~~applicable ~~and~~requirements ~~functionality~~or ofcourt ~~our~~orders ~~website~~ could ~~enable~~result ~~third~~in ~~parties~~liability ~~to benefit from our technology without us receiving any compensation. The enforcement of our intellectual property rights may depend on our taking legal action against these infringing parties,~~ and weincreased ~~cannot~~operating ~~be sure that these actions will be successful~~costs.

~~Defense~~Domain ofnames ~~claims~~are ofvaluable ~~infringement~~digital ofassets, ~~intellectual~~and ~~property~~cyber orthreats ~~other~~such ~~rights~~as ofphishing, ~~third~~credential ~~parties~~theft, ~~against~~unauthorized usaccount ~~would~~access, ~~require~~and ~~the~~other ~~resources~~evolving ofattack ~~both~~methods ~~our~~create ~~time~~risks ~~and~~of ~~money.~~domain ~~Third~~loss, ~~parties~~transfer, ~~may~~or ~~assert~~hijacking. ~~claims~~If ofour ~~infringement~~systems ~~of patents~~ or ~~other~~those ~~intellectual~~of ~~property~~our ~~rights~~customers ~~against~~are ~~us concerning past~~compromised, ~~current~~we ormay ~~future~~face ~~technologies.~~reputational ~~Content~~harm, ~~obtained~~legal ~~from~~claims, ~~third~~regulatory ~~parties~~scrutiny, ~~and~~or ~~distributed~~litigation, ~~over~~even where the ~~Internet~~breach byoriginates usfrom ~~may~~a ~~result~~customer’s insystems. ~~liability~~Despite ~~for~~implementing ~~defamation,~~security ~~negligence~~measures, ~~intellectual~~no ~~property~~system ~~infringement,~~is ~~product~~immune orto ~~service~~attack, ~~liability~~ and ~~dissemination~~any impairment of ~~computer~~intellectual ~~viruses~~property or ~~other~~related ~~disruptive~~intangible ~~problems.~~assets Wecould ~~may~~require ~~also~~us beto ~~subject~~record tosignificant ~~claims~~charges ~~from~~that ~~third~~could ~~parties~~materially ~~asserting~~adversely ~~trademark~~affect ~~infringement,~~our ~~unfair~~financial ~~competition~~condition and ~~violation~~results of ~~publicity and privacy rights relating specifically to domains~~operations.

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As a domain name registrar, we regularly become involved in disputes over registration of domain names. These disputes are typically resolved through the UDRP, ICANN’s administrative process for domain name dispute resolution, or less frequently through litigation under the Anti Cyber Squatting Consumer Protection Act "ACPA", or under general theories of trademark infringement or dilution. The UDRP generally does not impose liability on registrars, and the ACPA provides that registrars may not be held liable for registering or maintaining a domain name absent a showing of bad faith intent to profit or reckless disregard of a court order by the registrars. However, we may face liability if we fail to comply in a timely manner with procedural requirements under these rules. In addition, these processes typically require at least limited involvement by us, and therefore increase our cost of doing business. The volume of domain name registration disputes may increase in the future as the overall number of registered domain names increases.

We have substantial goodwill and other intangible assets, therefore to the extent that any intellectual property is deemed impaired we would be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined. Any impairment charges or changes to the estimated amortization periods could have a material adverse effect on our financial results.

Domain names are valuable assets, and cybersecurity risks could lead to their loss or misattribution of liability to us.

Domain names are valuable and critical assets for businesses, serving as digital storefronts and key components of brand identity, customer engagement, and online commerce. As a domain registrar, we facilitate the registration, renewal, and management of domain names on behalf of customers. However, cyber threats such as phishing, social engineering, credential theft, and unauthorized account access create risks that could result in the loss, transfer, or hijacking of valuable domain names.

In the event that we, our systems, or a customer’s account is compromised due to a cyberattack, the affected party may suffer significant reputational and financial harm. A lost or stolen domain name can lead to business disruption, loss of web traffic, loss of value, intellectual property disputes, and potential legal claims. Even if the security breach originates from a customer’s own systems, we may be blamed for failing to prevent the loss or unauthorized transfer of the domain, leading to liability exposure, regulatory scrutiny, or litigation.

Despite implementing security measures such as multi-factor authentication, domain locking, and account monitoring, no system is immune to attack. Additionally, evolving cyber threats—particularly AI-driven fraud, deepfake impersonation, and credential stuffing—may increase the likelihood of domain-related security breaches. If we are held responsible for a domain name loss, whether through direct fault or perceived negligence, our reputation, financial position, and operations could be materially impacted.

RISKS RELATED TO FINANCIAL AND MACROECONOMIC CONDITIONS

~~Our~~The ~~indebtedness~~assertion ~~could~~of ~~adversely~~a ~~affect~~Return ~~our~~Breach ~~ability~~under toTing’s ~~raise~~Unit ~~additional~~Purchase ~~capital~~Agreement ~~to fund our operations~~could, ~~our~~if ~~ability~~Generate toexercises ~~operate~~its ~~our~~contractual ~~business~~rights, ~~execute~~adversely ~~our~~affect ~~strategy divert~~Ting’s ~~our~~liquidity ~~cash flow from operations for debt payments,~~ and ~~prevent~~capital ~~us from meeting our debt obligations~~structure.

~~The Company’s wholly owned subsidiary,~~ Ting ~~Fiber,~~entered ~~LLC,~~into asa ~~well~~Series asA ~~its~~Preferred ~~wholly~~Unit ~~owned~~Purchase ~~subsidiaries~~Agreement ~~are financed by~~ (the ~~2023~~“Unit ~~and~~Purchase ~~2024~~Agreement”) ~~Term~~with ~~Notes~~Generate on ~~(as~~August ~~defined in Note~~ 8 –, ~~Notes~~2022, ~~Payable to~~and closed the ~~Company’s~~transaction ~~Consolidated~~contemplated ~~Financial~~thereby ~~Statements) as~~on ~~well~~August as11, ~~the~~2022. ~~Unit~~As ~~Purchase~~of ~~Agreement~~December ~~(“UPA”)~~31, ~~with~~2025, ~~Generate~~the ~~(as~~balance ~~defined~~of inthe ~~Note~~Series ~~13 –~~A ~~Redeemable~~ Preferred Units towas ~~the~~$137.3 ~~Company’s~~million, ~~Consolidated~~excluding ~~Financial~~deferred ~~Statements)~~financing costs.

OnAs ~~May~~described 4,in ~~2023~~“Note ~~(the "Closing Date"), Tucows Inc~~13. ~~through~~ ~~its~~Redeemable ~~indirect~~Preferred ~~and~~Units” ~~wholly~~of ~~owned~~the ~~subsidiaries,~~Notes ~~including Ting Fiber, LLC, entered into a definitive agreement relating~~ to athe ~~securitized~~Consolidated ~~financing~~Financial ~~facility related to (i) $168~~Statements,~~357,000~~ ofon ~~its~~December ~~5.95% Secured Fiber Revenue Notes, Series 2023-~~1, ~~Class A-2~~2025, ~~(ii)~~Ting ~~$23,289,000~~received ofwritten ~~its~~notice ~~7.40%~~from ~~Secured~~Generate ~~Fiber~~asserting ~~Revenue~~that ~~Notes,~~a ~~Series~~Return ~~2023-1,~~Breach ~~Class B~~ and ~~(iii)~~a ~~$46,859,000~~Trigger ~~initial~~Event ~~principal~~had ~~amount~~occurred ofunder ~~9.95% Secured Fiber Revenue Notes, Series 2023-1, Class (together,~~ the ~~“2023~~Unit ~~Term~~Purchase ~~Notes”). On~~Agreement ~~the~~based ~~Closing~~on ~~Date,~~ Ting’s ~~Issuer~~failure ~~LLC,~~to apay ~~Delaware limited liability company (~~the ~~“Issuer”),~~quarterly apreferred ~~limited~~return ~~purpose,~~for ~~bankruptcy-remote,~~two ~~indirect~~consecutive ~~wholly~~quarters. ~~owned~~Generate ~~subsidiary~~reserved ofits ~~the~~rights ~~Company~~to ~~issued~~pursue ~~the~~remedies ~~2023~~available ~~Term~~under ~~Notes. The net proceeds from~~ the ~~issuance~~LLC ofAgreement ~~the 2023 Term Notes were $220.5 million, after deducting a debt discount of $11.2 million~~ and ~~issuing~~applicable ~~costs of $6.7 million. As of March 13~~law, ~~2025,~~including ~~our~~the ~~outstanding~~ability ~~2023~~to ~~Term~~make ~~Notes~~Redemption ~~was $238~~Request.5 ~~million.~~

OnThe ~~August~~occurrence ~~20,~~of ~~2024,~~the ~~Tucows~~Return ~~Inc.,~~Breach ~~through its indirect~~ and ~~wholly~~Trigger ~~owned~~Event ~~subsidiaries,~~do ~~including~~not ~~Ting~~create ~~Fiber,~~an ~~LLC,~~immediate ~~entered~~liquidity ~~into~~requirement afor ~~definitive~~Ting, ~~agreement~~unless ~~relating~~Generate tomakes a ~~securitized~~Redemption ~~financing facility related to a privately placed securitization transaction~~Request. OnIf ~~August 20, 2024,~~ Ting ~~Issuer~~did ~~LLC,~~receive ~~the~~a ~~Issuer,~~Redemption aRequest ~~limited~~from ~~purpose~~Generate, ~~bankruptcy-remote,~~the ~~indirect~~redemption ~~wholly~~price ~~owned subsidiary~~ of ~~the~~an ~~Company,~~estimated ~~issued the 2024 Term Notes~~$204.9 ~~The~~million ~~net~~would ~~proceeds~~become ~~from~~due ~~the~~under ~~issuance of~~ the ~~2024~~Unit ~~Term~~Purchase ~~Notes were $61~~Agreement.0 The ~~million,~~redemption ~~after~~price ~~deducting~~under ~~issuance~~such ~~costs~~a ofrequest ~~$2.0~~includes ~~million. As~~the oforiginal ~~March~~issue 13price, ~~2025,~~any ~~our~~unsatisfied ~~outstanding~~preferred ~~2024~~return, ~~Term~~as ~~Notes~~well ~~was~~as ~~$63~~a ~~million~~make-whole premium.

~~The~~To ~~2023~~date, ~~Term~~Generate ~~Notes~~has ~~and~~not ~~2024~~exercised ~~Term~~any ~~Notes~~of ~~are~~the ~~secured~~remedies byavailable ~~certain~~to ofthem ~~the~~or ~~Ting~~made ~~Issuer~~a ~~LLC's,~~Redemption ~~revenue-generating~~Request. ~~assets,~~Management ~~consisting~~has ~~principally~~engaged ofwith ~~fiber-network~~Generate ~~related~~in ~~agreements,~~proactive ~~fiber-network assets~~ and ~~customer~~collaborative ~~contracts~~discussions ~~(collectively,~~as ~~the~~part ~~“Securitized~~process ~~Assets”)~~to ~~that~~review ~~are~~strategic ~~owned~~alternatives byfor ~~certain~~Ting. ~~other limited-purpose~~However, ~~bankruptcy-remote,~~there ~~wholly~~can ~~owned~~be ~~indirect~~no ~~subsidiaries~~assurances ~~of the Company~~ that ~~act~~Generate aswill ~~the~~not ~~Guarantors~~exercise ~~(collectively~~its ~~with~~remedies ~~the Issuer, the “Obligor”)~~ under the ~~Base~~Unit ~~Indenture,~~Purchase ~~dated as of May 4, 2023 (the “Base Indenture”)~~Agreement. ~~The~~Should ~~2023~~Generate ~~Term Notes and 2024 Term Notes are subject to a series of covenants, restrictions and other investor protections including (i) that the Issuer maintains specified reserve accounts to be used to~~ make ~~required~~any ~~payments~~such ~~in respect of the 2023 Term Notes and 2024 Term Notes~~request, ~~(ii)~~Ting ~~provisions~~does relating to optional and mandatory prepayments and the related payment of specified amounts, (iii) certain indemnification payments, (iv) the guarantors comply with standard bankruptcy-remoteness covenants, including not ~~guaranteeing~~have orsufficient ~~being~~cash ~~liable for other affiliates debts~~ or ~~liabilities,~~liquid ~~and~~assets ~~(v) covenants relating~~ to ~~recordkeeping,~~pay ~~access~~the toredemption ~~information, and similar matters~~price. In ~~Our~~such ~~ability to remain in compliance with our operating restrictions~~circumstances, ~~generate~~Ting ~~cash~~may ~~flow~~be ~~from~~required ~~operations~~ to ~~maintain~~pursue ~~reserve~~significant ~~account,~~operational ~~make principal~~restructuring, ~~interest~~seek ~~payments~~additional onfinancing ~~our debt will depend~~ on ~~our~~unfavorable ~~future performance~~terms, ~~which~~or ~~will~~pursue bebankruptcy ~~affected~~or byinsolvency ~~a range of economic~~alternatives, ~~competitive~~any ~~and business factors and changes in government monetary or fiscal policy. Failure to maintain compliance with operating restrictions~~ of ~~our~~which ~~credit facility~~ could ~~result in a default and could~~ have a material adverse effect on ~~our~~Ting's business, financial condition, and results of ~~operation~~operations.

The rights asserted by Generate in connection with the Return Breach relate solely to Ting Fiber, LLC and its subsidiaries. Under the LLC Agreement, Generate’s remedies are limited to the equity interests and assets of Ting Fiber, LLC and its subsidiaries and do not extend to Tucows Inc. or its other subsidiaries. In addition, Generate’s rights are subordinate to the rights of secured noteholders under Ting’s asset-backed securitization facilities and do not affect the Company’s securitized debt structure or the collateral securing those facilities.

Our significant indebtedness and financing arrangements could adversely affect our ability to operate our business, pursue strategic initiatives, and meet our financial obligations.

We have significant indebtedness and financing obligations, including securitized debt, redeemable preferred units, and a revolving credit facility, which may limit our ability to raise additional capital, invest in our businesses, pursue strategic opportunities, or respond to changing market conditions. A substantial portion of our cash flow may be required to service debt and preferred returns, reducing funds available for operations and growth initiatives.

Our debt and financing arrangements contain financial and operational covenants and restrictions, including limitations on additional indebtedness, distributions, asset sales, investments, and other transactions. Our ability to comply with these covenants depends on our future operating performance and financial condition, which are subject to economic, competitive, and business factors beyond our control. Failure to maintain compliance with these covenants could result in defaults, acceleration of obligations, restricted access to liquidity, increased borrowing costs, or the loss of access to committed financing.

The agreements governing our credit facility impose significant operating and financial restrictions on us and our subsidiaries. These restrictions, subject in certain cases to customary baskets, exceptions, and ratio tests, may limit our subsidiaries’ ability to engage in certain transactions, including incurring additional indebtedness, issuing equity, paying dividends, repurchasing stock, making investments, selling assets, or engaging in mergers, acquisitions, or other strategic transactions. As of December 31, 2025, our trailing twelve-month total debt to Adjusted EBITDA ratio for the businesses subject to the credit facility was 3.12:1.00, and our ability to remain in compliance with applicable financial covenants will depend on future operating performance and cash flows.

~~Table~~In addition, certain of ~~Contents~~ our financing arrangements, including redeemable preferred unit financings at Ting Fiber, LLC, impose operational and financial milestones and restrictions that affect the timing and availability of additional funding. Ting has historically relied on proceeds from redeemable preferred units and term notes to fund operations and network expansion, and its ability to access additional financing depends on generating sufficient cash flow and meeting other requirements and conditions. There can be no assurance that these conditions will be achieved. There can be no assurance that these milestones will be achieved. In light of the Return Breach, it is unlikely that Ting will be able to secure additional financing on acceptable terms, or at all.

AsIn ofany ~~March~~situation ~~13,~~where ~~2025,Generate~~we ~~has~~seek ~~purchased preferred units under the UPA for an aggregate amount equal~~ to ~~$91.5 million,~~obtain ~~with~~additional adebt ~~further~~or ~~capital~~equity ~~commitment of $108.5 million available to Ting Fiber~~financing, ~~LLC~~we ~~through~~may ~~Milestone~~be ~~Fundings~~unable ~~(Please see “Note 13– Redeemable preferred units” of the Notes~~ to ~~Consolidated~~do ~~Financial~~so ~~Statements~~on ~~included~~favorable ~~in Part II, Item 8 of this Annual Report) . The~~ terms ~~of Ting Fiber~~, ~~LLC'S amended and restated limited liability company agreement (the "LLC Agreement") with Generate prohibit Tucows from funding the operations~~ or ~~capital~~at ~~investments in Ting Fiber~~all, ~~LLC~~when ~~with~~needed. ~~funds~~Future ~~generated~~financing bymay ~~its~~be ~~subsidiaries~~costly, ~~outside~~impose ofadditional ~~Ting Fiber~~restrictions, ~~LLC's~~ or ~~its~~result ~~wholly~~in ~~owned~~dilution ~~subsidiaries~~to ~~(“Tucows~~existing ~~businesses excluding Ting”)~~stockholders. InIf ~~order to continue the planned expansion of the Ting Internet footprint and fund future operating losses,~~ we ~~may~~are ~~need~~unable to ~~access~~generate ~~Milestone~~sufficient ~~Fundings~~cash ~~under the~~flow ~~UPA,~~from asoperations ~~well~~or asobtain ~~engage in equity and further debt financing. Our ability to achieve the Milestones to access the~~ additional ~~funding~~capital ~~under the UPA will depend on our future performance, which will be affected by a range of economic, competitive and business factors and changes in government monetary~~ or ~~fiscal~~alternative ~~policy. Our~~ financing ~~partner,~~on ~~Generate,~~acceptable ~~may not grant permission for Ting Fiber~~terms, ~~LLC to engage in further debt or equity financings. Failure to access the additional funding, could have a material adverse effect on~~ our business., Infinancial ~~addition~~condition, ~~the terms~~results of ~~the~~operations, ~~LLC~~and ~~Agreement~~stockholder ~~restrict~~value ~~distribution~~could ~~from~~be ~~Ting~~materially ~~Fiber,~~and ~~LLC's~~adversely ~~net cash flow without Generate's consent~~affected.

On September 22, 2023, the Company and its wholly owned subsidiaries, Tucows.com Co., Ting Inc., Tucows (Delaware) Inc., Wavelo, Inc. and Tucows (Emerald), LLC (each, a “Borrower” and together, the “Borrowers,” collectively with the Company, “Tucows”) and certain other subsidiaries of the Company, as guarantors, entered into a Credit Agreement (the “2023 Credit Agreement”) with Bank of Montreal, as administrative agent (“BMO” or the “Agent”), and the lenders party thereto, to, among other things, provide the Borrowers with a revolving credit facility in an aggregate amount not to exceed $240 million (the “2023 Credit Facility”). The Borrowers may request an increase to the 2023 Credit Facility through new commitments of up to $60 million if the Total Funded Debt to Adjusted EBITDA Ratio (as defined in the 2023 Credit Agreement) is less than 3.75:1.00. The 2023 Credit Facility expires on September 22, 2026, which is the third anniversary of the effective date of the 2023 Credit Facility. The 2023 Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default. The 2023 Credit Agreement requires that the Company comply with certain customary non-financial covenants and restrictions. In addition, the Company has agreed to comply with the following financial covenants: (1) a leverage ratio by maintaining at all times a Total Funded Debt to Adjusted EBITDA Ratio of not more than (i) 4.50:1:00 at any time from and after the Closing Date to and including December 30, 2023; (ii) 4.25:1:00 from December 31, 2023 to and including March 30, 2024; (iii) 4.00:1.00 from March 31, 2024 to and including June 29, 2024; and (iv) 3.75:1.00 thereafter; and (2) an interest coverage ratio by maintaining as of the end of each rolling four financial quarter period, an Interest Coverage Ratio (as defined in the 2023 Credit Agreement) of not less than 3.00:1.00. Tucows businesses excluding Ting are financed by the Company’s 2023 Credit Facility. As of March 13, 2025, our outstanding debt under the 2023 Credit Facility was $195.4 million with remaining committed funds of $44.6 million. Absent sufficient cash flows from operations, Tucows businesses excluding Ting may need to engage in equity or debt financings to secure additional funds to meet our operating and capital needs. The covenants and restrictions on the 2023 Credit Facility may prevent the Tucows businesses excluding Ting from accessing the remaining committed funds if additional financing is required.

In any situation where the Company is seeking such debt or equity financing, it may not be able to secure additional debt or equity financing on favorable terms, or at all, at the time when funding is needed. The Company does not currently have an effective “universal” shelf registration statement on Form S-3 on file with the SEC, which might delay the Company's ability to complete an equity financing. In addition, even though we may have sufficient cash flow, we may still elect to sell additional equity or debt securities or obtain credit facilities for other reasons. If we raise additional funds through further issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. In addition, if we decide to raise funds through debt or convertible debt financings, we may be unable to meet our interest or principal payments. Our inability to generate sufficient cash flow from operations or obtain additional capital or alternative financing on acceptable terms could have a material adverse effect on our business, financial condition and results of operations.

Our debt agreements impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities across the Company. Breaching these agreements could have a materially adverse impact on the Company.

The agreements governing our current 2023 Credit Facility impose significant operating and financial restrictions on Tucows businesses excluding Ting. These restrictions, subject in certain cases to customary baskets, exceptions, and incurrence-based ratio tests, may limit our subsidiaries' ability to engage in some transactions, including the following: incurring additional indebtedness and issuing stock; paying dividends, share repurchases or making other restricted payments or investments; selling assets, properties, or licenses that we have or in the future may procure, creating liens on assets; engaging in mergers, acquisitions, business combinations, or other transactions.

The trailing twelve month debt to Adjusted EBITDA ratio was 3.26:1.00 as of December 31, 2024 for the Tucows businesses excluding Ting. Our covenants under the Company’s 2023 Credit Facility required us to maintain a debt to Adjusted EBITDA ratio of not more than 3.75:1.00. Our ability to remain in compliance with our operating restrictions, generate cash flow from operations to make principal, interest payments on our debt will depend on our future performance, which will be affected by a range of economic, competitive and business factors as well as changes in government monetary or fiscal policy. Failure to maintain compliance with the operating restrictions of the 2023 Credit Facility could result in default and could have a material adverse effect on our business.

With respect to the UPA, Ting Fiber, LLC is obligated to redeem Generate's equity interests for an amount equal to the outstanding capital balance plus the unsatisfied preferred return (and pay a make-whole premium if the redemption of the preferred units occurs within the four years following the closing of the transaction (the "Transaction Close"), upon certain conditions, including a material breach of any Tucows' credit agreement that is not cured, the failure to pay the preferred return in two consecutive quarters following the second anniversary of the Transaction Close, and the six year anniversary of the Transaction Close. These restrictions could limit our ability to react to changes in our operating environment or the economy. Triggering the make-whole provision could have a material adverse effect on our business.

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With respect to the 2023 and 2024 Term Notes are secured by certain of the Company’s revenue-generating assets, consisting principally the Securitized Assets that are owned by the Obligor under the Base Indenture. The 2023 and 2024 Term Notes are subject to a series of covenants, restrictions and other investor protections including (i) that the Issuer maintains specified reserve accounts to be used to make required payments in respect of the 2023 and 2024 Term Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, (iii) certain indemnification payments, (iv) the guarantors comply with standard bankruptcy-remoteness covenants, including not guaranteeing or being liable for other affiliates debts or liabilities, and (v) covenants relating to recordkeeping, access to information, and similar matters. Our ability to remain in compliance with our operating restrictions, generate cash flow from operations to maintain reserve account, make principal, interest payments on our debt will depend on our future performance, which will be affected by a range of economic, competitive and business factors as well as changes in government monetary or fiscal policy. Failure to maintain compliance with the operating restrictions of our credit facility could result in default and could have a material adverse effect on our business.

Any future indebtedness that we incur may contain similar or more restrictive covenants. Any failure to comply with the restrictions of our debt agreements may result in an event of default under these agreements, which in turn may result in defaults or acceleration of obligations under these agreements and other agreements, giving our lenders the right to terminate any commitments they had made to provide us with further funds and to require us to repay all amounts then outstanding. Any of these events would have a material adverse effect on our business, financial condition, and operating results.

Our preferred unit financing arrangement could impact our financial condition by diverting cash flow to debt payments and limiting our ability to operate effectively. It also imposes operational and financial milestones on our Ting segment, which could restrict access to additional funding.

On August 8, 2022, Ting Fiber, LLC entered into the UPA with Generate under which Ting Fiber, LLC has committed to issue and sell $60 million of Series A Preferred Units at the Initial Funding, subject to customary closing conditions, and an additional aggregate of $140 million Series A Preferred Units if the Milestones are achieved over a three year period from the date of the Transaction Close. As of March 13, 2025, our outstanding preferred units purchased under the UPA was $91.5 million, with a further capital commitment of $108.5 million available to Ting LLC through Milestone Fundings.

The Series A Preferred Units accrue a preferred return to the holder at a rate of 15% per annum, subject to adjustments based on the value of approved projects under the Equity Capital Contribution Agreement (the “ECC Agreement”). The preferred return on the Series A Preferred Units purchased under the Unit Purchase Agreement may be adjusted down to a floor of 13% or up to a ceiling of 17% per annum based on commitment and contribution amounts under the ECC Agreement. The preferred return accrues daily, and is compounded quarterly. The preferred return accrued during the first two years is not payable unless and until the Series A Preferred Units are redeemed. The preferred return accrued after the second anniversary of the Transaction Close is payable by the Company quarterly. If the Company should redeem the Series A Preferred Units prior to the fourth anniversary of the Transaction Close, the Company is required to pay a make-whole premium.

On May 4, 2023, Ting Fiber, LLC executed the Ting Class C Notes - Redemption Agreement (the "Redemption Agreement") and the Ting Class C Notes – Side Letter (the "Side Letter Agreement") with Generate. Under the terms of the Redemption Agreement, Ting Fiber, LLC redeemed 5,173,067 Series A Preferred Units held by Generate at $6 per unit, totaling a redemption of $31 million. The terms of the redemption were modified by the Side Letter Agreement, which granted a 30% discount on the make-whole premium which amounted to $14.7 million for a total redemption price of $45.7 million inclusive of the make-whole premium. Terms of the Side Letter Agreement also preclude Ting Fiber, LLC from issuing additional Series A Preferred Units for 365 days from the closing of the Redemption Agreement during which time standby fees will be suspended.

Our ability to achieve the Milestones to access the additional funding, as well as to generate cash flow from operations to make the payments in respect of the preferred return, will depend on our future performance, which will be affected by a range of economic, competitive and business factors as well as changes in government monetary or fiscal policy. The failure to access the additional funding or pay the preferred return, could have a material adverse effect on our business. In addition, the Company is obligated to redeem Generate's equity interests for an amount equal to the outstanding capital balance plus the unsatisfied preferred return (and pay a make-whole premium if the redemption occurs within the four years following the Transaction Close), upon certain conditions, including a material breach of any Tucows' credit agreement that is not cured, the failure to pay the preferred return in two consecutive quarters following the second anniversary of the Transaction Close, and the six year anniversary of the Transaction Close.

The international nature of our businesses and operations expose us to additional risks that could harm our business, operating results, and growth strategy; including risks related to taxation and foreign currencies fluctuations.

AsWe aoperate ~~Company~~and ~~with~~conduct ~~multinational~~business ~~operations.~~in ~~Expansion~~multiple ~~into~~countries, ~~international~~including ~~markets~~Canada, ~~is a continued element of our growth strategy. Introducing~~ and ~~marketing~~ our ~~services internationally, developing direct and indirect~~ international ~~sales and support channels and managing foreign personnel and~~ operations ~~all~~ require significant management attention and financial resources. WeOur ~~face~~results aof ~~number~~operations ofmay be affected by risks associated with ~~expanding~~operating ~~our~~across ~~businesses~~different ~~internationally~~jurisdictions, ~~that~~including ~~could~~foreign ~~negatively~~currency ~~impact~~exposure, ~~our~~changes ~~results~~in oftax ~~operations~~laws, ~~including~~and ~~the~~compliance ~~following:~~with varying legal and regulatory requirements.

	-	Foreign currency fluctuations and exchange rates: Our operating results are accordingly subject to fluctuations in foreign currency exchange rates, which could adversely affect our future operating results. We attempt to mitigate a portion of these risks through foreign currency hedging, based on our judgment of the appropriate trade-offs among risk, opportunity and expense. We generally use hedging programs to partially hedge our exposure to foreign currency exchange rate fluctuations for Canadian dollars, the currency in which we incur the majority of operating expenses. Although we regularly review our hedging program and make adjustments as necessary based on the judgment factors discussed above, our hedging activities may not offset more than a portion of the adverse financial impact resulting from unfavorable movement in foreign currency exchange rates, which could adversely affect our financial condition or results of operations.
	-	Potentially adverse tax consequences or an inability to realize tax benefits: Significant judgment is required in determining our provision for income taxes, deferred tax assets or liabilities and in evaluating our tax positions on a worldwide basis. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be overturned by jurisdictional tax authorities, which may have a significant impact on our provision for income taxes. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied, including the Tax Cuts and Job Act of 2017. In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies. If the U.S. or other foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.

We are also subject to foreign currency exposure. A significant portion of our operating costs is denominated in Canadian dollars. While we use foreign currency hedging instruments to mitigate a portion of our exposure, these hedging arrangements may not fully offset the impact of unfavorable currency movements. In particular, a sharp appreciation of the Canadian dollar relative to the U.S. dollar, increases in the cost of renewing hedging instruments, or limitations on the availability or effectiveness of such hedges could increase our operating costs and adversely affect our results of operations.

19 Taxation risks: We are subject to income taxes and other taxes in multiple jurisdictions, and our effective tax rate and tax liabilities may be affected by changes in tax laws, regulations, treaties, or interpretations thereof, including the adoption of new U.S. or international tax legislation. In addition, increased scrutiny by tax authorities or changes in enforcement practices could result in additional tax liabilities, penalties, or interest, which could adversely affect our business, financial condition, or results of operations.

~~Table~~In addition, operating internationally exposes us to challenges related to managing geographically dispersed operations, complying with foreign laws and regulations (including data protection and privacy requirements), protecting intellectual property, competing with international and local competitors, accessing sufficiently qualified labor pools, and integrating acquisitions in foreign markets. Any of ~~Contents~~ these factors could limit our ability to successfully execute our growth strategy and could have a material adverse effect on our business, financial condition, or results of operations.

- Management, communication and integration problems resulting from cultural differences and geographic dispersion. - Compliance with foreign laws, accreditation and regulatory requirements in relation to provision of services, protection of intellectual property and third-party data in foreign jurisdictions. - Competition from companies with international operations, including large international competitors and entrenched local companies. - To the extent we choose to make acquisitions to enable our international expansion efforts, the identification of suitable acquisition targets in the markets into which we want to expand. - Political and economic instability in some international markets.

- Sufficiently qualified labor pools in various international markets. - We may not succeed in our efforts to continue to expand our international presence as a result of the factors described above or other factors that may have an adverse impact on our overall financial condition and results of operations.

The Company’s subsidiary Ting will require additional financing in order to meet its future financial obligations.

Ting incurred a net loss of $121.7 million and $119 million for the year ended December 31, 2024 and the year ended December 31, 2023, respectively. At December 31, 2024, Ting had $61.7 million in cash and cash equivalents, restricted cash and restricted cash equivalents, $1.2 million in accounts receivable, $1.2 million in accounts payable and $15.8 million in accrued liabilities. At December 31, 2024, Ting's long term liabilities included $287.6 million payable on the 2023 and 2024 Term Notes as well as $122.1 million on the Redeemable Preferred Units. Ting incurred an operating cash flow deficit of $49.9 million and $50.4 million for the year ended December 31, 2024 and the year ended December 31, 2023, respectively. Ting has scheduled interest payments of $39.9 million in the twelve months following December 31, 2024.

Ting may not be able to meet its financial obligations over the twelve months following December 31, 2024 without additional financing. Ting has historically relied on the proceeds from its Redeemable Preferred Units as well as its 2023 and 2024 Term Notes to fund its operations and the expansion of the Ting fiber Internet footprint. Ting currently has limited capacity to expand its borrowings under the Base Indenture and it is uncertain whether Ting will be able to access additional Milestone Fundings under the Redeemable Preferred Unit facility. Our ability to obtain additional financing if required will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. If we are unable to raise additional capital when required or on acceptable terms, we may have to further restrict our operations or obtain funds by entering into agreements on unattractive terms, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained, and which could result in additional dilution to our stockholders. If we do not have sufficient funds to continue operations, Ting could be required to seek bankruptcy protection or other alternatives that would likely result in our stockholders losing some or all of their investment in us.

Should Ting fail to pay the Unsatisfied Preferred Return associated with the Series A Preferred Units for two consecutive quarters, Generate has the option to either (i) require Ting to redeem the Series A Preferred Units at the Redemption Price; or (ii) compel the sale of certain assets of Ting and/or its subsidiaries to Generate with a value equal to the Redemption Price. The Redemption Price is an amount equal to the outstanding Unreturned Series A Capital Balance plus the Unsatisfied Preferred Return (and pay a Make-Whole Premium if the redemption of the preferred units occurs within the four years following the Transaction Close). The Make-Whole Premium is an amount calculated immediately prior to redemption equal to:(i) (A) the Unreturned Series A Capital Balance and Unsatisfied Preferred Return outstanding immediately prior to such redemption plus (B) the cumulative and compounded Preferred Return that would have accrued (at the Preferred Rate as in effect immediately prior to such redemption) on such Unreturned Series A Capital Balance through and including the six-year anniversary of the Effective Date had such Series A Preferred Units not been redeemed, and thereafter applying to such sum a discount rate on a quarterly compounded basis equal to the Applicable Treasury Rate plus 50 basis points, less (ii) the Unreturned Series A Capital Balance and Unsatisfied Preferred Return outstanding immediately prior to such redemption.

Rising inflation and interest rates may adversely affect our businesses, financial condition, and operating results.

The Company continues to operate in a challenging macro environment as inflation and interest rates continue to rise globally. The impact of these issues on our business will vary by geographic market and operating segment. We continue to monitor economic conditions closely, as well as segment revenues, cash position, cash flow from operations, interest rates and other factors. The Company continues to monitor and assess wage inflation across all our operating segments - Ting, Tucows Domains, and Wavelo, and is managing it against offsets in hiring plans and contractor mix. Our Ting segment is also exposed to inflation through its Fiber Network build and installation costs, and sustained levels of inflation increase the costs of related materials and contracted labor. We continue to assess ways to reduce costs, however there can be no assurance as to the effectiveness of our efforts to mitigate any impact of ~~the~~ adverse economic conditions, and other unknown developments.

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We have substantial debt obligations, including credit facilities and term notes. Our ability to service this debt depends on operational cash flows, borrowing capacity, and prevailing interest rates. Rising interest rates or changes in the credit market could increase the cost of debt servicing, limit our ability to access additional financing on favorable terms, or affect our ability to deploy capital for strategic initiatives. In the event of an economic downturn, reductions in IT spending by businesses and consumers could negatively impact demand for domain registrations, website services, and fiber broadband subscriptions, further affecting our financial condition.

In addition, our exposure to interest rate fluctuations relate primarily to our 2023 Credit Facility, entered into on September 22, 2023. The Company's interest rates are based on the Secured Overnight Financing Rate ("SOFR").

Macroeconomic, geopolitical, and market conditions may adversely affect our business, financial condition, and operating results.

There is inherent risk, based on the complex relationships among the U.S. and the countries in which we conduct our business, that political, diplomatic, and national security factors can lead to global trade restrictions and changes in trade policies and export regulations that may adversely affect our business and operations. Our financial performance is directly and indirectly impacted by global and regional economic conditions, which in turn are influenced by financial market volatility, inflation, fluctuating interest rates, tariffs, sanctions, trade disputes, barriers and restrictions, credit availability, and overall consumer and business confidence. ~~Economic~~The ~~uncertainty~~current ~~may~~international ~~result~~trade inand ~~reduced~~regulatory ~~business~~environment ~~investment,~~is ~~delayed~~subject ~~spending~~to ~~decisions,~~significant orongoing ~~cost-cutting~~uncertainty. ~~measures~~Trade bydisputes, ~~customers~~tariffs, ~~which~~restrictions ~~could~~and ~~negatively~~other ~~impact~~political ~~demand~~tensions ~~for~~between ~~our~~the ~~domain~~United ~~services,~~States ~~internet~~and ~~infrastructure,~~other ~~and~~countries ~~platform~~may ~~offerings.~~also ~~Additionally,~~exacerbate ~~weak~~unfavorable ~~economic~~macroeconomic conditions ~~may~~including ~~lead~~inflationary topressures, ~~reduced~~foreign ~~public-sector~~exchange ~~spending~~volatility, financial market instability, and ~~shifts~~economic inrecessions ~~government~~or ~~policies~~downturns. ~~that~~The ~~affect~~ultimate ~~telecommunications~~impact ~~infrastructure~~of current or future tariffs and ~~internet~~trade ~~governance~~restrictions remains uncertain.

~~Political~~Economic ~~instability,~~uncertainty ~~trade~~may ~~restrictions,~~result ~~and~~in ~~geopolitical~~reduced ~~conflicts—including~~business ~~the~~investment, ~~war~~delayed inspending ~~Ukraine~~decisions, ~~ongoing~~or ~~tensions~~cost-cutting inmeasures ~~the~~by ~~Middle East~~customers, ~~and~~which ~~the~~could ~~potential~~negatively ~~expansion~~impact ofdemand ~~these~~for ~~conflicts—may~~our ~~disrupt~~domain ~~supply chains~~services, ~~increase~~internet ~~regulatory uncertainty~~infrastructure, orand ~~impact~~platform ~~global~~offerings. ~~financial markets~~Additionally, ~~leading~~weak toeconomic ~~fluctuations~~conditions inmay ~~currency~~lead ~~exchange~~to ~~rates,~~reduced ~~interest~~public-sector ~~rate~~spending ~~volatility,~~ and ~~potential~~shifts ~~restrictions on international business operations. In particular, changes~~ in ~~trade~~government policies, ~~tariffs,~~that ~~and taxation laws could~~ affect ~~our~~telecommunications ~~cost~~infrastructure ~~structure, cross-border transactions,~~ and ~~market~~internet ~~access~~governance.

Political instability, trade restrictions, and geopolitical conflicts - including the war in Ukraine, ongoing tensions in the Middle East, increasing tensions in Central and South America, including recent U.S. military operations in Venezuela and Iran, and the potential expansion of these conflicts - may disrupt supply chains, increase regulatory uncertainty, or impact global financial markets, leading to fluctuations in currency exchange rates, interest rate volatility, and potential restrictions on international business operations. In particular, changes in trade policies, tariffs, and taxation laws could affect our cost structure, cross-border transactions, and market access.

Additionally, prolonged economic downturns or tightening credit conditions may increase our exposure to customer credit risk, impact our receivables collections, and result in higher allowances for doubtful accounts. If these conditions persist, they could have a material adverse effect on our business, financial condition, and results of operations.

RISKS RELATED TO REGULATORY AND LEGAL COMPLIANCE

Changes in government regulations may increase compliance costs and impact our business operations.

Our business is subject to evolving federal, state, and international regulations, which may increase operational costs, restrict market access, or impact future growth.

The FCC grants wireless licenses that are subject to renewal and revocation. If our Network Operator’s license is not renewed or if compliance requirements change, it could disrupt our Ting Mobile service offerings. Additionally, various state regulations on billing practices, privacy, and consumer protection could increase compliance costs and make it more difficult to implement national sales and marketing programs.

Our Tucows Domains segment operates in a regulatory environment that is increasingly complex and subject to change. Governments worldwide may impose new laws affecting online resellers, content liability, privacy, consumer protection, and cross-border commerce. Changes in tax regulations, content policies, or data security requirements could result in higher compliance costs, increased liability, or restrictions on our ability to provide services.

The adoption of new regulations, reinterpretation of existing laws, or removal of legal protections for internet services could hinder market growth, increase costs, or disrupt our operations, potentially impacting our financial condition and results of operations.

~~We may be subject to unforeseen liabilities or unenforceable customer agreements, which could negatively impact our financial results.~~ 19

Our Domain Services business operates globally under standard customer agreements that outline the terms of our services and include provisions intended to limit our liability. These agreements are typically executed electronically or deemed accepted through continued use of our services. While this approach aligns with industry practices, courts in certain jurisdictions could challenge the validity or enforceability of these agreements, potentially exposing us to increased legal liability and compliance costs.

Although we maintain general liability insurance, coverage may be insufficient or disputed, and claims may exceed policy limits. Additionally, while we seek indemnifications from technology and content providers, we cannot guarantee their accuracy or adequacy. If we are required to pay claims that are uninsured, underinsured, or not covered by indemnification, our financial condition and operating results could be materially affected.

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We are exposed to risks related to online payment fraud, chargebacks, and evolving payment technologies.

Across all our business segments, we are exposed to risks associated with credit card transactions, chargebacks, and online payment fraud, regardless of whether services operate on a postpaid or prepaid basis. A significant portion of our revenue comes from online credit card transactions, where we assume liability for fraudulent and disputed charges under industry rules. If chargeback rates exceed established thresholds, we may face higher processing fees, penalties, or restrictions from payment networks, which could impact our ability to accept credit card payments.

Additionally, in our postpaid businesses, including Tucows Corporate – Mobile Services, Ting and Wavelo, our ability to manage credit risk while acquiring profitable customers is critical. These segments have relatively short operating histories, and we may be unable to accurately predict customer defaults, fraud risks, or collection challenges. Factors such as regulatory changes, competitive pricing strategies, or consumer behavior shifts may further impact our ability to mitigate credit risk and maintain profitability.

If fraud rates rise or credit losses exceed expectations, we may need to implement costly fraud prevention measures, enhance credit risk models, or absorb financial losses, all of which could negatively impact our margins, operational efficiency, and overall financial performance.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

We are subject to income and other taxes in a number of jurisdictions and our tax structure is subject to review by both domestic and foreign tax authorities. We must make significant assumptions, judgments and estimates to determine our current provision for income taxes, deferred tax assets and liabilities and any valuation allowance that may be recorded against our deferred tax assets. Although we believe that our estimates are reasonable, the ultimate determination of our tax liability is always subject to review by the applicable tax authorities. Any adverse outcome of such a review could have a negative effect on our operating results and financial condition in the period or periods for which such determination is made. Our current and deferred tax liabilities could be adversely affected by:

-● international income tax authorities, including the Canada Revenue Agency and the U.S. Internal Revenue Service, challenging the validity of our arms-length related party transfer pricing policies or the validity of our contemporaneous documentation. -● changes in the valuation of our deferred tax assets; or -● changes in tax laws, regulations, accounting principles or the interpretations of such laws.

We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities. This could discourage the registration or renewal of domain names.

Due to the global nature of the Internet, it is possible that, although our services and the Internet transactions related to them typically originate in the United States, Canada, Denmark and Germany, governments of other states or foreign countries might attempt to regulate our transactions or levy sales, income or other taxes relating to our activities. Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in Internet commerce. New or revised international, federal, state or local tax regulations may subject us or our customers to additional sales, income and other taxes. We cannot predict the effect of current attempts to impose sales, income or other taxes on commerce over the Internet on Tucows or on our customers. New or revised taxes and, in particular, sales taxes, would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the Internet. New taxes could also create significant increases in internal costs necessary to capture data, and collect and remit taxes. Any of these events could have an adverse effect on our business and operating results.

Changes in ICANN policies, fees, and oversight may impact our domain registration business.

ICANN oversees the domain name registration system and imposes fees on domain ~~registrar~~registrars. They operate as a private sector, not-for-profit entity but ~~faces~~face ongoing public, governmental, and industry scrutiny regarding ~~its~~their governance, policies, and decision-making processes. Regulatory bodies, including the U.S. Congress and international authorities, periodically evaluate ICANN’s role, policies, and fee structures, which could lead to structural changes, increased regulation, or shifts in oversight. These changes may introduce uncertainty and potential instability in the domain registration market.

We face several risks related to ICANN’s oversight and evolving policies, including:

●

Fee increases which could raise our costs or deter domain registrations.

●

Changes to the Registrar Accreditation Agreement that could be disadvantageous or, in extreme cases, prevent us from operating as a registrar.

●

Conflicts between ICANN policies and national laws, leading to compliance challenges or operational restrictions in certain jurisdictions.

●

Legal or regulatory actions against ICANN, which could impact its authority and introduce uncertainty into the domain name system.

● International regulatory bodies, such as the ~~ITU~~International Telecommunication Union or the EUEuropean Union, gaining greater influence over domain governance, potentially leading to new taxation, privacy, or competition regulations.

If any of these events occur, they could disrupt the stability of the domain registration market, increase our compliance costs, or reduce our ability to operate efficiently, negatively affecting our wholesale and retail domain businesses.

2220

~~Table~~RISKS ofRELATED TO ~~Contents~~ CAPITAL MARKETS

RISKS RELATED TO CAPITAL MARKETS AND STOCK VOLATILITY

Our share price may be volatile, and investors may be unable to sell shares at a favorable price.

The market price of our common stock has fluctuated and may continue to experience significant volatility, regardless of our financial performance. Investors may be unable to resell their shares at a desired price due to market conditions, reduced trading volume, or negative sentiment toward our stock.

Several factors may contribute to this volatility, including:

● Actual or anticipated variations in our quarterly financial results;

● Service disruptions or outages that impact customer trust and operational performance;

● Seasonal fluctuations in demand for our services and those of our customers;

● Announcements of new technologies or competitive services in our industry;

● Market perceptions of our business strategy, growth initiatives, and execution;

● Stock performance of companies in our sector, particularly those considered comparable to us;

● Analyst ratings, short-seller activity, or media coverage of our company;

● Macroeconomic trends affecting the technology and internet sectors.

The stock market, particularly for internet, technology, and telecom companies, has experienced periods of significant volatility. Broader market trends, economic conditions, or shifts in investor sentiment toward our industry may further impact our stock price, trading volume, and overall market valuation.

We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term shareholder value.

On February 1312, ~~2025~~2026, our Board of Directors approved a stock repurchase program authorizing the Company to buy back up to $40 million of its common stock in the open market. The program commenced on February 1413, ~~2025~~2026, and is expected to terminate on or before February 1312, ~~2026~~2027.

While the Company has previously repurchased shares under similar programs, we are under no obligation to repurchase shares under this program, nor are we obligated to complete purchases up to the full authorized amount. The timing, quantity, and pricing of repurchases will depend on market conditions, available liquidity, and other strategic considerations, and the program may be modified, suspended, or discontinued at any time at the discretion of our Board.

Stock repurchase programs can impact our share price and market volatility, but there is no assurance that the repurchase program will enhance the long-term value of our stock or generate returns for shareholders.

RISKS RELATED TO ENVIRONMENTAL, SOCIAL, GOVERNANCE (ESG) FACTORS

Energy consumption from data centers and internet infrastructure may result in higher costs and increased regulatory scrutiny.

Our operations rely on data centers, cloud computing resources, and domain registration infrastructure, all of which require significant energy consumption. As governments introduce carbon reduction policies and energy efficiency mandates, we may face higher electricity costs, increased environmental compliance requirements, and potential pressure from investors to adopt more sustainable energy practices. If we are unable to reduce our carbon footprint or comply with future environmental regulations, we could face reputational risks and higher operational costs.

Investor and regulatory expectations for ESG (Environmental, Social, and Governance) transparency may require additional disclosures and compliance efforts.

Institutional investors, regulatory agencies, and industry stakeholders are increasingly focused on ESG performance and corporate sustainability disclosures. We may be required to implement new reporting frameworks, publish ESG-related data, or enhance corporate governance structures to meet investor expectations and regulatory requirements in the U.S., the U.K., Canada, and Europe. In addition, stakeholder expectations are not uniform, and both opponents and proponents of various ESG-related matters have increasingly resulted in a range of activism to advocate for their positions, including Anti-ESG positions. We could also be criticized by ESG detractors for the scope or nature of our ESG policies and practices. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could impact our access to capital markets, investor sentiment, and corporate reputation.

Our business and financial performance could be adversely impacted by climate change, environmental disruptions, and other unforeseen disasters or crises.

Our business operations, financial condition, and results of operations could be negatively affected, directly or indirectly, by extreme weather events, environmental disasters, public health crises, and other large-scale disruptions. These events are inherently unpredictable and may impact us directly, by causing physical damage to infrastructure, disrupting service delivery, or increasing operational costs, or indirectly, by affecting customer demand, supply chain stability, or broader economic conditions.

As climate-related risks continue to evolve, our fiber network infrastructure, data centers, and operational facilities may be exposed to hurricanes, wildfires, floods, and other extreme weather events. Damage to physical assets may disrupt network services, increase maintenance and repair costs, and contribute to customer churn, which could impact revenue. Additionally, the cost of insurance, regulatory compliance, and infrastructure hardening may increase over time, potentially affecting our capital expenditure planning and overall profitability.

Our ability to mitigate the impact of such events depends on the effectiveness of our business continuity planning, network resilience strategies, and disaster recovery measures. However, unanticipated disruptions or insufficient preparedness by local, national, or international emergency responders, supply chain partners, or other key stakeholders could exacerbate the financial and operational consequences of such events.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

Our business heavily relies on various IT and application systems, which contain proprietary and confidential information about our operations, employees, customers, and our customers' customers, including personally identifiable information. These systems are connected to and/or accessed from the Internet and, as a result, are susceptible to cyber-attacks. We recognize the critical importance of maintaining the safety and security of our systems and data and have a holistic process for overseeing and managing cybersecurity and related risks. Our process is supported by both management and our Board of Directors. Organizationally, our businesses are structured as three operating and reportable segments: Ting, Wavelo and Tucows Domains. These segments are decentralized; management and cybersecurity resources are organized both at the parent company level and within each decentralized segment. Each segment has dedicated liaisons for cybersecurity, compliance, and risk management activities.

We maintain and continue to expand our investment in the development of our information security management system (“ISMS”). Our ISMS leverages a risk-based approach and is informed by industry standard guidance, including the National Institute of Standards and Technology, ~~("NIST”)~~ Cybersecurity Framework ~~(“CSF”)~~ , and the International Organization for Standardization ~~(“ISO”)~~ 27001 Information Security Management System Requirements. A material cyber-attack on Company systems, distribution partners and their key operating systems, or any other third-party partners or vendors and their key operating systems may interrupt the ability to operate the Company's business, damage the Company's reputation, or result in monetary damages. The development of the ISMS is focused on the protections of the confidentiality, integrity, and availability of the Company’s information system infrastructure as well as the data in the Company’s care, custody and control. The Company engages third parties to evaluate certain aspects of the ISMS, provide threat intelligence, and perform vulnerability assessments and other services as needed.

The Company follows an established process to identify and evaluate risks from cybersecurity threats that may arise internally or through the introduction of third parties to the ISMS. This evaluation is part of the Company's risk management process. The process may include, but is not limited to, evaluating the third party's cybersecurity maturity and/or imposing certain contractual conditions.

Operationally, the Company maintains Security and Network Operations Centers, which provide 24/7 coverage and support of on-call cybersecurity and network professionals to triage and respond to immediate cybersecurity threats and outages. The Company also assesses cybersecurity risks on a quarterly basis and ranks them according to their risk profile. These risks are communicated to management and to the Board of Directors as part of the normal course of operations.

Cybersecurity incidents are responded to in accordance with the Company’s established Cybersecurity Incident Response Plan (“IRP”). In the event of an incident, we follow our IRP, which includes evaluation of the severity of the incident based on factors such as the number of assets affected, the extent of the incident, the likelihood of inappropriate data exposure, operational impact and/or reliability impact. ~~Dependent~~ Depending upon the severity of an incident, the incident is escalated to the senior leadership, including the CEO ~~and senior leadership~~. Senior leadership then determines whether, based on various factors, the incident requires immediate escalation to the Board of Directors and to third-party incident response organizations and notification to functional areas, such as legal and finance, as well asinternal ~~senior leadership and the Board~~stakeholders, and external entities, as appropriate and required. We maintain relationships with third-party Digital Forensics and Incident Response (“DFIR”) service providers to strengthen our incident response capabilities in the event that we determine the need to augment our effort during an incident and to provide us additional assurance that our responses to complex incidents or highly sophisticated threat actors have been effective and complete.

Although the risks from cyber threats have not materially affected our business strategy, results of operations, or financial condition to date, they may in the future and we continue to closely monitor cyber risk. For a detailed description of the risks related to cybersecurity, see Item 1A. “Risk Factors.” of this Annual Report, which should be read in conjunction with this Item 1C.

Board Governance and Management

The Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership manages our overall information security strategy, policy, security engineering, operations and cyber threat detection and response. The corporate information security function is responsible for managing and continually enhancing our information security posture and information security infrastructure with the ultimate goal of preventing cybersecurity incidents and reducing their severity to the extent feasible, while simultaneously increasing our resilience in an effort to minimize the business impact should an incident occur.

Senior leadership, including our CEO, who also has relevant experience in cybersecurity matters, regularly brief the Board of Directors on our cybersecurity and information security initiatives, and the Board of Directors is apprised of cybersecurity incidents deemed to have a material business impact.

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ITEM 2. PROPERTIES

Our principal administrative, engineering, marketing and sales office is located in Toronto, Canada, and consists of approximately 27,000 square feet. We lease satellite offices in various cities across the U.S. as well as internationally in Germany and Denmark. The Toronto, Canada office supports all of our segments. Leased satellite offices across the U.S. support the Ting segment, while European offices support Tucows Domains.

The Company has acquired real property in Centennial, Colorado where it has constructed an office, warehouse and data center to support our local logistical operations and our North American colocation needs. ~~This property primarily supports the Ting segment.~~

Currently, substantially all of our computer and communications hardware is located at our facilities or at server hosting facilities in Toronto, Ontario; San Jose, California; Centennial, Colorado; Ashburn, Virginia; Charlottesville, Virginia; Durango, Colorado; and Moncure, North Carolina.

Recent Sales of Unregistered Securities

None.

ITEM 3. LEGAL PROCEEDINGS

We are involved in various investigations, claims and lawsuits arising in the normal conduct of our business, none of which, individually or in the aggregate, in our opinion, will materially harm our business. We cannot assure you that we will prevail in any litigation. Regardless of the outcome, any litigation may require us to incur significant litigation expense and may result in significant diversion of management attention.

In addition, pursuant to Item 103(c)(3)(iii) of Regulation S-K under the Exchange Act, the Company is required to disclose certain information about environmental proceedings to which governmental authority is a party if the Company reasonably believes such proceedings may result in monetary sanctions, exclusive of interest and costs, above a stated threshold. The Company has elected to apply a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

2523

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PART II

Price Range of Common stock

Our common stock is traded on the NASDAQ Capital Market under the symbol “TCX”. Our common stock is also traded on the Toronto Stock Exchange under the symbol “TC”.

As of March 1312, ~~2025~~2026, Tucows had 74 67 shareholders of record.

We have not declared or paid any cash dividends on our common stock during the fiscal years ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024, and we do not intend to do so in the immediate future, but we may decide to do so in the future depending on ongoing market conditions. Our ability to pay any cash dividends on our common stock, should our Board decide to do so, is also dependent on our earnings and cash requirements and may, from time to time, be governed by the terms of our credit agreements.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

2026 Stock Buyback Program:

On February 12, 2026, the Company announced that its Board had approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. The $40 million buyback program commenced on February 13, 2026 and is expected to terminate on or before February 12, 2027.

2025 Stock Buyback Program:

On February 13, 2025, the Company announced that its Board had approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. The $40 million buyback program commenced on February 14, 2025 and isterminated ~~expected to terminate~~ on February 1312, 2026. The Company did not repurchase shares under this program.

2024 Stock Buyback Program:

On February 22, 2024, the Company announced that its Board had approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. The $40 million buyback program commenced on February 23, 2024 and terminated on February 13, 2025. The Company did not repurchase shares under this program.

2023 Stock Buyback Program:

On February 9, 2023, the Company announced that its Board had approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. The $40 million buyback program commenced on February 10, 2023 and terminated on February 9, 2024. The Company did not repurchase shares under this program.

2022 Stock Buyback Program:

On February 10, 2022, the Company announced that its Board had approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. The $40 million buyback program commenced on February 11, 2022 and terminated on February 9, 2023. The Company did not repurchase shares under this program.

Net Exercise of Stock Options:

Our current equity-based compensation plans include provisions that allow for the “net exercise” of stock options by all plan participants. In a net exercise, any required payroll taxes, federal withholding taxes and exercise price of the shares due from the option holder can be paid for by having the option holder tender back to the Company a number of shares at fair value equal to the amounts due. These transactions are accounted for by the Company as a purchase and retirement of shares and ~~are~~would ~~included~~be indisclosed ~~the table below~~ as common stock received in connection with share-based compensation.

	Year Ended December 31,
	2024		2023		2022
Common stock received in connection with share-based compensation
Number of shares		-		-		3,053
Aggregate market value of shares (in thousands)	$	-	$	-	$	197
Average price per share	$	-	$	-	$	64.67

The Company did not repurchase any shares of common stock during the years ended December 31, 2025, 2024, or 2023. In addition, no common stock was received in connection with share-based compensation during any of these periods.

2624

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STOCK PERFORMANCE GRAPH

The following graph and table compares the Company's stock performance to three stock indices over a five-year period assuming a $100 investment was made on the last day of ~~fiscal~~the year ~~2019~~ending December 31, 2020 ("Fiscal 2020").

ITEM 6. RESERVED.

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

OVERVIEW

Our mission is to provide simple useful services that help people unlock the power of the Internet.

We accomplish this by reducing the complexity of our customers’ experience as they access the Internet (at home or on the go) and while using Internet services such as domain name registration, email and other Internet related services. We are organized into three operating and reporting segments - Ting, Wavelo, and Tucows Domains. Each segment is differentiated primarily by their services, the markets they serve and the regulatory environments in which they operate. The Ting segment contains the operating results of our retail high speed Internet access operations, including its wholly owned subsidiaries - Cedar and Simply Bits. The Wavelo segment includes our platform and professional services offerings, as well as the billing solutions to Internet services providers ("ISPs") (branded as Platypus). Tucows Domains includes wholesale and retail domain name registration services, as well as value added services derived through our OpenSRS, eNom, Ascio, EPAG and Hover brands. 25

~~Our~~We ~~Chief~~accomplish ~~Executive~~this ~~Officer~~by ~~("CEO"),~~reducing ~~who~~the iscomplexity ~~also~~of our ~~chief~~customers’ ~~operating~~experience ~~decision~~as ~~maker,~~they ~~reviews~~ access the ~~operating~~Internet ~~results of~~(at ~~Ting,~~home ~~Wavelo~~or ~~and~~on ~~Tucows~~the ~~Domains~~go) asand ~~three~~while ~~distinct~~using ~~segments~~Internet inservices ~~order~~such toas ~~make~~domain ~~key~~name ~~decisions~~registration, email and ~~evaluate~~ ~~segment~~other ~~performance~~Internet related services. ~~Certain~~We ~~revenues~~are organized into three operating and ~~expenses~~reporting ~~disclosed~~segments ~~under~~- ~~the~~Ting, ~~Corporate~~Wavelo, ~~category~~and ~~are~~Tucows ~~excluded~~Domains. ~~from~~Each segment ~~earnings~~is ~~before~~differentiated ~~interest,~~primarily ~~tax~~by their services, ~~depreciation~~the markets they serve and ~~amortization~~the ~~("EBITDA")~~regulatory ~~results~~environments asin which they ~~are~~operate. ~~centrally~~The ~~managed~~Ting ~~and~~segment ~~not~~contains ~~monitored~~the byoperating orresults ~~reported~~of to our ~~CEO~~retail byhigh ~~segment~~speed Internet access operations, including its wholly owned subsidiaries - Cedar and Simply Bits. The ~~exclusions~~Wavelo ~~include:~~segment ~~retail~~includes ~~mobile~~our platform and professional services offerings, ~~the~~as ~~10-year~~well ~~payment~~as ~~stream~~billing onsolutions ~~transferred~~to ~~legacy~~ISPs. Tucows ~~Mobile~~Domains ~~subscribers,~~includes ~~eliminations~~wholesale ofand ~~intercompany~~retail ~~transactions~~domain name registration services, ~~portions~~as ofwell ~~Finance~~as ~~and~~value-added ~~Human~~services ~~Resources,~~derived ~~Legal~~through ~~and~~our ~~Corporate~~OpenSRS, ~~Information~~Enom, ~~Technology~~Ascio, ~~("IT")~~EPAG, ~~shared~~and ~~services~~Hover brands.

~~For~~Our ~~the~~CEO, ~~years~~who ~~ended~~is ~~December~~also ~~31,~~our ~~2024~~chief operating decision maker, reviews ~~2023~~the ~~and~~operating results ~~2022~~of Ting, weWavelo and Tucows Domains as three distinct segments in order to make key decisions and evaluate segment performance. Certain revenues and expenses disclosed under the Corporate category are excluded from segment results as they are centrally managed and not monitored by or reported ~~revenue~~to our CEO by segment. The exclusions include: retail mobile services, the 10-year payment stream on transferred legacy Mobile subscribers, eliminations of ~~$362~~ ~~million~~intercompany transactions, ~~$339~~ ~~million~~portions of Finance and ~~$321~~ ~~million~~Human Resources, ~~respectively~~Legal and Corporate IT shared services.

For the years ended December 31, 2025, 2024 and 2023, we reported revenue of $390 million, $362 million and $339 million, respectively.

Ting

Ting and its wholly owned subsidiaries, Cedar and Simply Bits, includes the provision of high-speed Internet access services to select towns throughout the United States, with operations focused on serving existing markets. Our primary sales channel is through the Ting website. The primary focus of this segment is to provide reliable Gigabit Fiber and Fixed Wireless Internet services to consumer and business customers. Revenues from Ting Internet are all generated in the U.S. and are billed on a monthly basis. Generally, Ting ~~Internet~~internet services have no fixed contract terms, aside from certain non-standard bespoke with business customers.

As of December 31, ~~2024~~2025, Ting Internet had access to ~~134~~126,000 owned infrastructure serviceable addresses, 45109,000 partner infrastructure serviceable addresses and 5154,000 active accounts under its management; compared to having access to ~~121~~134,000 owned infrastructure serviceable addresses, 2945,000 partner infrastructure serviceable addresses and 4351,000 active accounts under its management as of December 31, ~~2023~~2024. These figures exclude ~~the~~any ~~increase~~changes in serviceable addresses and accounts attributable to the Simply Bits acquisition.

On February 7, 2024 Ting committed to a workforce reduction (the "February 2024 ~~workforce~~Workforce ~~reduction~~Reduction"), as defined in "Note 21. Restructuring Costs" to the Consolidated Financial Statements, which aimed to realign the Company's operational structure within the Ting operating segment and reduce Ting's workforce by 13%, or 7% of the Company’s total workforce, to better support strategic objectives. The February 2024 ~~workforce~~Workforce ~~reduction~~Reduction was designed to streamline operations and reduce operating expenses within the Ting operating segment. Substantially all of the employees impacted by the workforce reduction were notified on February 7, 2024 and have since exited the Company. The Company incurred non-recurring charges of approximately $3.2 million in the first quarter of Fiscal 2024, in connection with the workforce reduction, primarily consisting of severance payments, notice pay, employee benefits contributions, and outplacement costs.

On October 30, 2024, Ting undertook ~~a capital efficiency plan (~~the “2024 Capital Efficiency Plan”), as defined in "Note 21. Restructuring Costs" to the Consolidated Financial Statements, to reflect the ongoing operational and financial prioritization of the Ting business and to lower the Company's year-over-year operating expenses and capital outlays, which impacted approximately 42% of Ting's workforce, or 17% of the Company's total workforce. The Company incurred non-recurring charges of approximately $7.7 million in the fourth quarter of Fiscal 2024 in connection with the 2024 Capital Efficiency Plan, primarily consisting of severance payments, notice pay, employee benefits contributions, and outplacement costs.

The ~~Company~~February ~~expects that both the~~ 2024 ~~workforce~~Workforce ~~reductions~~ Reduction and 2024 Capital Efficiency Plan realized ~~will realize~~ personnel and related expense (net of capitalization) savings with the majority of the savings in sales and marketing, including related network support functions, followed by smaller impacts in technical operations and development, direct cost of revenues, network, general and administrative, and other costs. In Fiscal 2024, the realized savings ~~will~~were be partially offset by costs associated with both plans. These costs referenced above are classified as transitional and ~~are~~were excluded in our Adjusted EBITDA, which is a non-United States Generally Accepted Accounting Principles ("GAAP") financial measure. Please see discussion of Adjusted EBITDA as well as the Adjusted EBITDA reconciliation to net income in the Results of Operations section below. The 2024 Capital Efficiency Plan has also translated into reduced capital expenditures related to growth and expansion of new markets, as Ting shifted to focus on completing builds in existing markets.

The Company announced on November 6, 2025 that it commenced a process to review strategic alternatives for the Ting business, to address its ongoing liquidity requirements. The process is ongoing and the outcome and timing of this process are uncertain and may materially affect future revenues, operating costs and capital expenditures. If the strategic process does not result in a successful transaction, or if it is delayed or abandoned, Ting would be required to implement significant operational changes to preserve liquidity and continue as a going concern, which could include more substantial reductions in operating expenses, changes in market expansion plans, asset sales, or other restructuring actions. As a result, Ting’s future revenue growth, cost structure and overall financial performance may differ materially from current results and expectations.

Wavelo

Wavelo includes the provision of full-service platforms and professional services providing a variety of solutions that support ~~Communication Services providers ("~~CSPs"), including subscription and billing management, network orchestration and provisioning, and individual developer tools. Wavelo's focus is to provide accessible telecom software to CSPs globally, minimizing network and technical barriers and improving internet access worldwide. Wavelo's suite of flexible, cloud-based software simplifies the management of mobile and internet network access, enabling CSPs to better utilize their existing infrastructure, focus on customer experience and scale their businesses faster. Wavelo launched as a proven asset for CSPs, with EchoStar using Wavelo’s ~~Mobile Network Operating System ("~~MONOS") software to drive additional value within its Digital Operator Platform and Ting integrating Wavelo’s ~~Internet Service Operating System ("~~ISOS") and ~~Subscriber Management ("~~SM") software to enable faster subscriber growth and footprint expansion. The Wavelo segment also includes the Platypus brand and platform, our legacy billing solution for ISPs. The revenues from Wavelo's ~~MONOS,~~platforms ~~ISOS, SM~~ and professional services are all generated in the U.S. and our customer agreements have set contract lengths with the underlying CSP. Similarly, Wavelo's revenues from Platypus are largely generated in the U.S., with a small portion earned in Canada and other countries.

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Tucows Domains

Our primary distribution channel is a global network of more ~~than34~~than 32,000 resellers that operate in approximately 200 countries and who typically provide their customers, the end-users of Internet-based services, with solutions for establishing and maintaining an online presence. Our primary focus is serving the needs of this network of resellers by providing the broadest portfolio of gTLD and ~~the~~ country code top-level domain options and related services, a white-label platform that facilitates the provisioning and management of domain names, a powerful Application Program Interface, easy-to-use interfaces, comprehensive management and reporting tools, and proactive and attentive customer service. Our services are integral to the solutions that our resellers deliver to their customers. We provide “second tier” support to our resellers by email, chat and phone in the event resellers experience issues or problems with our services. In addition, our Network Operating Center proactively monitors all services and network infrastructure to address deficiencies before customer services are impacted.

Wholesale, primarily branded as OpenSRS, ~~eNom~~Enom, EPAG and Ascio, derives revenue from its domain name registration service. Together the OpenSRS, ~~eNom~~Enom, EPAG and Ascio Domain Services manage 2421.5 million domain names under the Tucows, ~~eNom~~Enom, EPAG and Ascio ICANN registrar accreditations and for other registrars under their own accreditations. Domains under management ~~has~~ have decreased by 03.10 million, or ~~less than 1~~ 12%, since December 31, ~~2023~~2024.

Value-Added Services include hosted email which provides email delivery and webmail access to millions of mailboxes, Internet security services, WHOIS privacy, ~~publishing tools and~~ other value-added services. All of these services are made available to end-users through a network of web hosts, ISPs, and other resellers around the world. In addition, we also derive revenue by monetizing domain names which are near the end of their lifecycle through expiry auction sale.

Retail, primarily the Hover and eNom portfolio of websites, including eNom, and eNom Central, derive revenues from the sale of domain name registration and email services to individuals and small businesses. Our retail domain services also include our Personal Names Service – based on over 34,000surname domains – that allows roughly two-thirds of Americans to purchase an email address based on their last name. The retail segment now includes the sale of the rights to its portfolio of surname domains used in connection with our RealNames email service and our Exact Hosting Service, that provides Linux hosting services for individual and small business websites. 27

Retail, primarily Hover, derives revenues from the sale of domain name registration and email services to individuals and small businesses. Our retail domain services also include our Personal Names Service – based on over 34,000 surname domains – that allows roughly two-thirds of Americans to purchase an email address based on their last name. The retail segment now includes the sale of the rights to its portfolio of surname domains used in connection with our RealNames email service and our Exact Hosting Service, that provides Linux hosting services for individual and small business websites.

KEY BUSINESS METRICS AND NON-GAAP FINANCIAL MEASURES

We regularly review a number of business metrics, including the following key metrics and non-GAAP financial measure, to assist us in evaluating our business, measure the performance of our business model, identify trends impacting our business, determine resource allocations, formulate financial projections and make strategic business decisions. The following tables set forth the key business metrics which we believe are the primary indicators of our performance for the periods presented:

Ting Internet	For the year ended December 31,
	2024		2023		2022
	2025		2024		2023
			(in '000's)
Ting Internet accounts under management		5154		4351		3543
Ting Internet owned infrastructure serviceable addresses (1)		~~134~~126		~~121~~134		96121
Ting Internet partner infrastructure serviceable addresses (1)		45109		2945		1929

(1)

Defined as premises to which Ting has the capability to provide a customer connection in a service area.

Tucows Domains	As of December 31,
	2025		2024		2023
				(in '000's)
Total new, renewed and transferred-in domain name registrations provisioned⁽¹⁾		20,119		21,765		22,031
Domain names under management		21,483		24,500		24,560

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Tucows Domains	As of December 31,
	2024		2023		2022
				(in '000's)
Total new, renewed and transferred-in domain name registrations provisioned(1)		21,765		22,031		21,774
Domains under management:
Registered using Registrar Accreditation belonging to the Tucows Group		17,537		17,565		17,921
Registered using Registrar Accreditation belonging to Resellers		6,963		6,995		6,469
Total domain names under management		24,500		24,560		24,390

(1)

For a discussion of these period-to-period changes in the domains provisioned and domains under management and how they impacted our financial results see the Net Revenues discussion below.

Tucows reports all financial information in accordance with ~~United States generally accepted accounting principles (“~~GAAP”). Along with this information, to assist financial statement users in an assessment of our historical performance, we typically disclose and discuss a non-GAAP financial measure, Adjusted EBITDA, on investor conference calls and related events that excludes certain non-cash and other charges, as we believe that the non-GAAP information enhances investors’ overall understanding of our financial performance, but should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Please see discussion of Adjusted EBITDA as well as the Adjusted EBITDA reconciliation to net income in the Results of Operations section below.

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OPPORTUNITIES, CHALLENGES AND RISKS

Our revenue is primarily realized in U.S. dollars and a major portion of our operating expenses are paid in Canadian dollars. Fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar may have a material effect on our business, financial condition and results from operations. In particular, we may be adversely affected by a significant weakening of the U.S. dollar against the Canadian dollar on a quarterly and an annual basis. Our policy with respect to foreign currency exposure is to manage our financial exposure to certain foreign exchange fluctuations with the objective of neutralizing some or all of the impact of foreign currency exchange movements by entering into foreign exchange forward contracts to mitigate the exchange risk on a portion of our Canadian dollar exposure. We may not always enter into such forward contracts and such contracts may not always be available and economical for us. Additionally, the forward rates established by the contracts may be less advantageous than the market rate upon settlement.

Ting

As an ISP, we have invested and expect to continue to invest in ~~new~~selective fiber to the home (“FTTH”) deployments in select markets in the United States. The investments are a reflection of our ongoing efforts to build FTTH network via ~~public-private~~strategic partnerships in communities we identify as having strong, unmet demand for FTTH services. Given the significant upfront build and operational investments for these FTTH deployments, there is risk that we may not fully recover these investments as a result of future technological and regulatory changes, ~~as well as~~ competitive responses from incumbent local providers, ~~may~~and ~~result~~slower inthan usexpected ~~not~~market ~~fully~~penetration ~~recovering~~or ~~these investments~~otherwise.

Wavelo

Wavelo launched as a proven asset for CSPs, with EchoStar using Wavelo’s MONOS software to drive additional value within its Digital Operator Platform. More recently, Ting Internet has also integrated Wavelo’s ISOS and SM software to enable faster subscriber growth and footprint expansion. With our external platform and professional services revenues concentrated to one customer in EchoStar, we are exposed to significant risk if we are unable to maintain this customer relationship or establish new relationships for any of our Platforms in the future. Additionally, our revenues as a platform provider are directly tied to the subscriber volumes of EchoStar's MVNO or MNO networks, and our profitability is contingent on the ability of EchoStar to continue to add subscribers, either from organic growth or from migration off legacy systems, onto our platforms.

Domain Services

The increased competition in the market for Internet services in recent years, which we expect will continue to intensify in the short and long term, poses a material risk for us. As new registrars are introduced, existing competitors expand service offerings and competitors offer price discounts to gain market share, we face pricing pressure, which can adversely impact our revenues and profitability. To address these risks, we have focused on leveraging the scalability of our infrastructure and our ability to provide proactive and attentive customer service to aggressively compete to attract new customers and to maintain existing customers.

Substantially all of our Tucows Domains revenue is derived from domain name registrations and related value-added services from wholesale and retail customers using our provisioning and management platforms. The market for wholesale registrar services is both price sensitive and competitive and is evolving with the introduction of new gTLDs, particularly for large volume customers, such as large web hosting companies and owners of large portfolios of domain names. We have a relatively limited ability to increase the pricing of domain name registrations without negatively impacting our ability to maintain or grow our customer base. Growth in our Tucows Domains revenue is dependent upon our ability to continue to attract and retain customers by maintaining consistent domain name registration, ~~and~~retaining high margin customers, value-added service renewal rates and upselling, and to grow our customer relationships through refining, evolving and improving our provisioning platforms and customer service for both resellers and end-users. In addition, Tucows Domains also ~~generate~~generates revenues through the sale of names from our portfolio of domain names and through the OpenSRS, ~~eNom~~Enom, and Ascio Domain Expiry Streams. Our domains under management and transactions saw a moderate decrease in Fiscal 2025, largely as a result of select, low margin customers taking their business in-house. These fluctuations occur occasionally in our business, and with broad, diverse and global nature of our reseller base ensures that margin remains healthy, and will be augmented by the strategies discussed above to continue to grow our revenue base.

From time-to-time, certain ~~of our~~ vendors provide us with market development funds to expand or maintain the market position for their services. Any decision by these vendors to cancel or amend these programs for any reason may result in ~~payments~~expenses in future periods not being commensurate with what we have achieved during past periods.

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Other opportunities, challenges and risks

The Company is entitled to a long-term payment stream that is a function of the margin generated by the transferred subscribers over the 10-year term of the EchoStar Purchase Agreement executed in the Fiscal 2020. This consideration structure may not prove to be successful or profitable in the long-term to us if the existing subscriber base churns at an above average rate. Additionally, given EchoStar controls the revenues and costs incurred associated with the acquired subscribers, there could arise a situation where profitability for the subscriber base is diminished either by lower price points or cost inflation. Additionally, as part of the EchoStar Purchase Agreement, the Company retained a small number of customer accounts associated with one MNO agreement that was not reassigned to EchoStar at time of sale. We continue to be subject to the minimum revenue commitments previously agreed to with this excluded MNO agreement. The Company is able to continue adding customers under the excluded MNO network in order to meet the commitment. However, with no direct ability to change customer pricing and limited ability to renegotiate contract costs or significant terms, the Company may be unable to meet the minimum commitments with this MNO partner and could incur significant and recurring penalties until such a time that the contract is complete. These penalties would negatively impact our operational performance and financial results if enforced by the MNO. As of December 31, 2025, the Company accrue d $3.9 million of penalties associated with the minimum commitment shortfall. The Company expects to incur penalties through January 2026, at which point the initial term of the contract is complete.

The ~~Company~~contract iswill ~~entitled~~automatically tocontinue ~~a long~~month-term payment stream that is a function of the margin generated by the transferred subscribers over the 10-year term of the EchoStar Purchase Agreement executed in Fiscal 2020. This consideration structure may not prove to ~~be successful or profitable in the long~~-~~term~~month ~~to us if the existing subscriber base churns at an above average rate. Additionally~~thereafter, ~~given EchoStar controls the revenues and costs incurred associated~~ with ~~the~~no ~~acquired~~expected ~~subscribers,~~penalties ~~there~~in ~~could arise a situation where profitability for~~ the subscriber base is diminished either by lower price points or cost inflation. Additionally, as part of the EchoStar Purchase Agreement, the Company retained a small number of customer accounts associated with one MNO agreement that was not reassigned month-to-month ~~EchoStar at time of sale~~arrangement. WeShould we continue to be ~~subject~~bound toby ~~the~~any minimum ~~revenue~~purchase commitments ~~previously agreed to with this excluded MNO agreement. The Company is able to continue adding customers under the excluded MNO network~~ in ~~order~~excess toof ~~meet~~our ~~the~~customer-based ~~commitment. However~~usage, ~~with~~our nocost ~~direct~~of ~~ability~~revenue tomay ~~change customer pricing and limited ability to renegotiate contract costs or significant terms~~increase, the Company may be unable to meet the minimum commitments with this MNO partner and could incur significant and recurring penalties until such a time that the contract is complete. These penalties would negatively ~~impact~~impacting ~~our operational performance and~~ financial results ~~if enforced by the MNO~~. ~~During the twelve months ended December 31, 2024, the Company has accrue~~ ~~d $1.3 million of penalties associated with the minimum commitment shortfall. The Company expects to incur penalties throughout 2025 and thereafter until the contract is complete.~~

As discussed above, the Company announced on November 6, 2025 that it commenced a process to review strategic alternatives for the Ting business, to address its ongoing liquidity requirements. The outcome and timing of this process are uncertain and may materially affect future revenues, operating costs and capital expenditures. As a result, Ting’s future revenue growth, cost structure and overall financial performance may differ materially from current results and expectations.

An in-depth assessment of the risk factors impacting our businesses has been discussed at length above in Part I under the caption "Item 1A Risk Factors" in this Annual Report.

Critical Accounting Estimates

The following is a discussion of our critical accounting estimates. Critical accounting estimates are defined as those that are both important to the portrayal of our financial condition and results of operations and are reflective of significant judgments and uncertainties made by management that may result in materially different results under different assumptions and conditions. “Note 2. – Significant Accounting Policies” ~~in the Notes~~ to the Consolidated Financial Statements for Fiscal ~~2024 included in Part II~~2025, ~~Item 8 of this Annual Report,~~ includes further information on the significant accounting policies and methods used in the preparation of our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

The preparation of the ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience, available market information as applicable, and on various other assumptions that are believed to be reasonable under the circumstances at the time they are made. Under different assumptions or conditions, the actual results will differ, potentially materially, from those previously estimated. Many of the conditions impacting these assumptions and estimates are outside of the Company’s control. Management evaluates its estimates on an ~~on-going~~ongoing basis.

Acquired customer relationships

For acquired customer relationships, the Company estimates the fair value based on the income approach. The income approach is a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows expected to be generated over the remaining useful life of the asset. This valuation involves significant subjectivity and estimation uncertainty, including assumptions related to future revenues attributable to acquired customer relationships, attrition rates and discount rates.

Loss contingencies

We are sometimes subject to claims, suits, regulatory and government investigations, and other proceedings involving competition, intellectual property, privacy, tax and related compliance, labor and employment, commercial disputes, and other matters. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.

We evaluate, on a regular basis, developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments and changes to our disclosures as appropriate. Significant judgment is required to determine both the likelihood and the estimated amount of a loss related to such matters. Until the final resolution of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material.

Impairment of ~~Goodwill and intangibles~~goodwill

~~Any~~Goodwill ~~changes~~is totested ~~our~~at ~~key~~least ~~assumptions~~annually ~~about~~for ~~our~~impairment ~~businesses~~at ~~and~~an ~~our~~operating ~~prospects,~~segment ~~or changes in market conditions~~level, ~~could~~which ~~cause~~ the ~~fair~~Company ~~value~~has ofassessed ~~our operating segments~~ to ~~fall~~be ~~below~~our ~~their~~reporting ~~carrying values, resulting in a potential impairment charge~~units. InAt ~~addition~~December 31, ~~changes~~2025 ~~in our organizational structure or how our management allocates resources~~ and ~~assesses~~December ~~performance~~31, ~~could~~2024, ~~result~~we inhad a$130.4 ~~change~~million in ~~our operating segments~~goodwill, ~~requiring~~of awhich ~~reallocation~~$107.7 ~~and~~million ~~updated~~(83%) ~~impairment~~related ~~analysis~~to ofTucows ~~goodwill~~Domains and ~~indefinite~~$22.7 ~~life~~million ~~intangible~~(17%) ~~assets~~related to Ting.

We first assess qualitative factors to determine whether it is more-likely-than-not that goodwill is impaired, and if so, we perform the quantitative goodwill impairment test.

When performing a qualitative analysis, we evaluate factors such as macro-economic, industry and market conditions including the capital markets, the competitive environment, in addition to other internal factors including changes to our market capitalization, cash inflows, obligations and access to capital of our segments. Any changes to these factors could change our assessment of whether it is more-likely-than-not that goodwill is impaired and necessitate the quantitative analysis outlined below, and hence, result in a potential impairment charge. In addition, changes in our organizational structure or how our management allocates resources and assesses performance, could result in a change in our operating segments, requiring a reallocation of goodwill and an updated impairment analysis.

If a quantitative impairment test is required, we compare the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeded its fair value, we would recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill. For the year ended December 31, 2025, a quantitative impairment test was required for Ting, but this did not result in the recognition of any goodwill impairment.

In performing the quantitative impairment test for Ting, we primarily used the income approach to determine fair value, in which future expected cash flows at the operating segment level are converted to present value using factors that consider the timing and risk of the future cash flows. Key assumptions in the income approach included the timing and amount of future cash flows, terminal value growth rates, terminal value margin rates, market participant assumptions, benchmarks and discount rates. Changes to any of these assumptions could result in a different fair value estimate, and hence result in an impairment.

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WeImpairment ~~evaluate~~of ~~factors such as macro~~long-~~economic,~~lived industry and market conditions including the capital markets, the competitive environment, in addition to other internal factors including changes to our market capitalization, cash inflows, obligations and access to capital of our segments.assets

~~Impairment~~We review the carrying values of ~~Property~~long-lived assets, such as property and equipment, finite-life intangible assets and right of use lease assets, for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment testing is performed at the asset group level, unless an asset generates independent cash flows or if the Company has determined the asset will be disposed of by abandonment in which case the impairment analysis is performed at the asset level. Our asset groups are equivalent to our operating segments, Tucows Domains, Ting and Wavelo.

~~The~~We ~~Company~~first ~~assesses~~perform ~~its~~a ~~property~~qualitative ~~and~~assessment ~~equipment~~to ~~for~~determine ~~impairment~~whether ~~whenever~~ events or ~~changes in~~ circumstances indicate that the carrying amount of anthe asset or asset group may not be recoverable. ~~When~~This ~~such~~assessment ~~indicators~~evaluates ~~exist~~market prices, ~~management~~changes ~~estimates~~in the ~~recoverability~~use ofor ~~the~~physical ~~asset~~condition ~~group~~of ~~based on~~ the ~~undiscounted~~asset, ~~future~~changes ~~cash~~in ~~flows~~legal ~~expected~~factors toor ~~be generated. If~~ the ~~carrying~~business ~~amount~~climate, ~~exceeds~~financial ~~the~~performance ~~estimated~~and ~~recoverable~~costs ~~amount~~incurred, anforecasts ~~impairment~~and ~~loss~~any isexpectation ~~recognized~~of ~~for~~disposals ~~the excess~~ of the ~~carrying~~asset ~~amount~~or ~~over the fair value of the~~ asset group. We ~~concluded~~Any ~~that~~changes ~~there~~to ~~were indications~~these offactors ~~impairment~~could ~~under~~change ~~the~~our ~~qualitative~~assessment ~~approach~~of ~~during~~whether ~~Fiscal~~the ~~2024~~carrying asamount ais ~~result~~recoverable, ofand ~~the~~necessitate ~~decisions resulting from~~ the ~~Capital~~ ~~Efficiency~~quantitative ~~Plan~~analysis ~~from~~outlined ~~October~~below, ~~2024.~~and ~~This~~hence, ~~resulted~~result in ana potential impairment charge ~~of $17~~.~~7 million in Fiscal 2024 for both Ting assets under construction and computer equipment.~~

~~Management’s~~If ~~estimates~~events ~~are~~or ~~based~~circumstances onindicate ~~historical~~that ~~experience~~the carrying amount of the asset or asset group may not be not recoverable, ~~available~~the ~~market~~Company ~~information~~compares asthe ~~applicable~~carrying amount of the asset group to the undiscounted cash flows expected to be generated over its remaining useful life. If the carrying amount exceeds the undiscounted future cash flows, ~~third-party~~the ~~analysis~~relevant asset group is considered to be impaired, and ~~various~~an ~~other~~impairment ~~assumptions~~loss ~~that~~is ~~are~~recognized ~~believed~~in tothe beamount ~~reasonable~~by ~~under~~which the ~~circumstances~~carrying atvalue of the ~~time~~asset ~~they~~group ~~are~~exceeds ~~made~~fair value. ~~Given~~For the ~~subjectivity~~year ~~involved~~ended December 31, ~~changes~~2025, inthis ~~assumptions~~recoverability ortest ~~market~~was ~~conditions~~required ~~could~~for Ting, but this test did not result in ~~materially~~the ~~different~~recognition ~~outcomes~~of any long-lived asset impairment.

~~Changes~~Assumptions used in ~~estimates~~estimating the undiscounted cash flows of Ting include the timing and amount of future cash flows and the useful lives of the property and equipment. Any changes to these factors could change our assessment of the recoverability of the Ting long-lived assets, and hence result in an additional potential impairment charge.

~~There~~Further, ~~were~~the noCompany ~~material~~determined ~~changes~~certain long-lived assets would be disposed of by abandonment. Management estimated the salvage value and recorded an impairment loss representing the difference between the carrying amount and salvage value of the assets. During the year ended December 31,2025, the Company recorded an impairment loss of $10.7 million primarily related to ~~our~~abandoned ~~critical~~materials ~~accounting~~and ~~estimates~~supplies ~~during~~held ~~Fiscal~~for capital projects, as well as impairment of right-of-use operating lease assets. During the year ended December 31, 2024, the Company recorded an impairment loss of $17. 7 million related to assets under construction and materials and supplies held for capital projects. The salvage value was estimated based on management’s judgment regarding realizability in secondary markets. Management based its estimates on historical experience, available market information as applicable, third party analysis and on various other assumptions that are believed to be reasonable under the circumstances at the time they are made. Changes to any of these assumptions could result in a different fair value estimate, and hence result in further impairment losses.

SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition Policy

The Company’s revenues are derived from (a) the provisioning of retail fiber Internet services in our Ting segment, (b) the provisioning of CSP focused platform and professional services in our Wavelo segment; and from (c) domain name registration contracts, other domain related value-added services, domain sale contracts, and other advertising revenue in our Tucows Domains segment. Amounts received in advance of meeting the revenue recognition criteria described below are recorded as contract liabilities. All products are generally sold without the right of return or refund.

Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

Nature of goods and services

The following is a description of principal activities – separated by reportable segments – from which the Company generates its revenue. For more detailed information about reportable segments. See “Note 20 – Segment Reporting” of the Notes to the Consolidated Financial Statements included in this report for more information.

(a) Ting

Ting and its subsidiaries, Cedar, and Simply Bits, includes the provision of high-speed Internet access services to select towns throughout the United States, with operations focused on serving existing markets. Our primary sales channel is through the Ting website. The primary focus of this segment is to provide reliable Gigabit Fiber and Fixed Wireless Internet services to consumer and business customers. Revenues are all generated in the U.S., have no fixed contract terms and are billed on a monthly basis, with unlimited bandwidth based on a fixed price.

The Company’s billing cycle for all Ting Internet customers is computed based on the customer’s activation date. Since consideration is collected before the service period, revenue is initially deferred and recognized as the Company performs its obligation to provide Internet access within each reporting period. In addition, revenues associated with the sale of Internet hardware to subscribers are recognized when title and risk of loss is transferred to the subscriber and shipment has occurred. Incentive marketing credits given to customers are recorded as a reduction of revenue.

In those cases, where payment is not received at the time of sale, as is the case for service requiring installation, then revenue is not recognized until a customer's service is activated. The Company records costs that reflect expected refunds, rebates and credit card charge-backs as a reduction of revenues at the time of the sale based on historical experiences and current expectations.

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(b) Wavelo

Platform Services

Tucows' Platform Services include the following full-service platforms from Wavelo, including MONOS, ISOS, SM and our legacy Platypus ISP Billing software. Under each of these platforms there are a variety of solutions that support CSPs, including subscription and billing management, network orchestration and provisioning, and individual developer tools. Wavelo's customers are billed monthly, on a postpaid basis. The monthly fees are variable, based on the volume of their subscribers utilizing the platform during a given month, to which minimums may apply. Customers may also be billed fixed platform fees and granted fixed credits as part of the consideration for long-term contracts. Consideration received is allocated to platform services and bundled professional services and recognized as each service obligation is fulfilled. Any fixed fees for Wavelo are recognized into revenue evenly over the service period, while variable usage fees are recognized each month as they are consumed. Professional services revenue is recognized as the hours of professional services granted to the customer are used or expire. When consideration for these platform services is received before the service is delivered, the revenue is initially deferred and recognized only as the Company performs its obligation to provide services. Likewise, if platform services are delivered before the Company has the unconditional right to invoice the customer, revenue is recognized as a Contract Asset.

Other Professional Services

This revenue stream includes any other professional services earned from Wavelo's performance of standalone technology services development work. These are billed to our customers monthly at established rates for services provided in period. The Company recognizes professional services revenue as the Company satisfies its obligations to provide professional services.

Wholesale - Domain Services

Domain registration contracts, which can be purchased for terms of one to ten years, provide our resellers and retail registrant customers with the exclusive right to a personalized internet address from which to build an online presence. The Company enters into domain registration contracts in connection with each new, renewed and transferred-in domain registration. At the inception of the contract, the Company charges and collects the registration fee for the entire registration period. Though fees are collected upfront, revenue from domain registrations are recognized ratably over the registration period as domain registration contracts contain a ‘right to access’ license of IP, which is a distinct performance obligation measured over time. The registration period begins once the Company has confirmed that the requested domain name has been appropriately recorded in the registry under contractual performance standards.

Historically, our wholesale domain service has constituted the largest portion of our business and encompasses all of our services as an accredited registrar related to the registration, renewal, transfer and management of domain names. In addition, this service fuels other revenue categories as it often is the initial service for which a reseller will engage us, enabling us to follow on with other services and allowing us to add to our portfolio by purchasing names registered through us upon their expiration. Tucows Domains will continue to be the largest portion of our business and will further fuel our ability to sell add-on services.

The Company is an ICANN accredited registrar. Thus, the Company is the primary obligor with our reseller and retail registrant customers and is responsible for the fulfillment of our registrar services to those parties. As a result, the Company reports revenue in the amount of the fees we receive directly from our reseller and retail registrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to those customers. Accordingly, the Company does not recognize any revenue related to transactions between our reseller customers and their ultimate retail customers.

Wholesale – Value-Added Services

We derive revenue from domain related value-added services like digital certifications, WHOIS privacy and hosted email and by providing our resellers and retail registrant customers with tools and additional functionality to be used in conjunction with domain registrations. All domain related value-added services are considered distinct performance obligations which transfer the promised service to the customer over the contracted term. Fees charged to customers for domain related value-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of the performance obligations.

We also derive revenue from other value-added services, which primarily consists of proceeds from the OpenSRS, eNom and Ascio domain expiry streams.

Retail

We derive revenues mainly from Hover and eNom’s retail properties through the sale of retail domain name registration and email services to individuals and small businesses. The retail segment now includes the sale of the rights to its portfolio of surname domains used in connection with our RealNames email and Linux hosting services for websites through our Exact Hosting brand.

For information about geographic areas, see “Note 20 – Segment Reporting” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

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(d) Corporate and all other - Mobile services and eliminations

Although we still provide mobile telephony services to a small subset of customers retained through the Ting Mobile brand as part of the EchoStar Purchase Agreement executed in Fiscal 2020; this revenue stream no longer represents the Company's strategic focus going forward. Instead we have transitioned towards being a platform provider for CSPs globally via our Wavelo segment. Effective January 1, 2022 we decided to exclude retail telephony services and transition services revenues from segment Adjusted EBITDA results as they are no longer centrally managed and not monitored by or reported to our CEO by segment.

Ting Mobile wireless usage contracts grant customers access to standard talk, text and data mobile services. Ting Mobile contracts are billed based on the customer's selected rate plan, which can either be usage based or an unlimited plan. All rate plan options are charged to customers on a postpaid, monthly basis at the end of their billing cycle. All future revenues associated with retail mobile services stream will only be for this subset of customers retained by the Company, as mentioned above. Ting Mobile services are primarily contracted through the Ting website, for one month at a time and contain no commitment to renew the contract following each customer's monthly billing cycle. The Company's billing cycle for all Ting Mobile customers is computed based on the customer's activation date. In order to recognize revenue as the Company satisfies its obligations, we compute the amount of revenues earned but not billed from the end of each billing cycle to the end of each reporting period. In addition, revenues associated with the sale of wireless devices and accessories are recognized when title and risk of loss is transferred to the customer and shipment has occurred. Incentive marketing credits given to customers are recorded as a reduction of revenue.

These mobile services revenue streams also includes transitional services provided to EchoStar. These are billed monthly at established rates for services provided in period, including: the provision of sales, marketing, order fulfillment, and data analytics related to the legacy customer base sold to EchoStar. The Company recognizes revenue as the Company satisfies its obligations to provide transitional services.

As a form of consideration for the sale of the customer relationships, the Company receives a payout on the margin associated with the legacy customer base sold to EchoStar, over a period of 10 years. This has been classified as Other Income and not considered revenue in the current period.

Valuation of Goodwill, Intangible Assets and Long-Lived Assets

The excess of the purchase price over the fair values of the identifiable assets and liabilities from our acquisitions is recorded as goodwill. At December 31, 2024, we had $130.4 million in goodwill related to our acquisitions and $24.8 million in intangible assets comprised of $12.3 million of indefinite life intangibles and $12.5 million of finite life intangible assets. At December 31, 2023, we had $130.4 million in goodwill related to our acquisitions and $29.5 million in intangible assets comprised of $12.3 million of indefinite life intangibles and $17.2 million of finite life intangible assets. As described above, we report our financial results as three operating segments, Ting, Wavelo and Tucows Domains. The goodwill balance is built up of $107.7 million (83%) related to Tucows Domains and $22.7 million (17%) related to Ting. Of our goodwill balance, $90.3 million is not deductible for tax purposes. The intangible asset balance is built up of $17.4 million (70%) related to Tucows Domains and $7.4 million (30%) related to Ting.

We account for goodwill and indefinite life intangible assets in accordance with the Financial Accounting Standards Board (“FASB”)'s authoritative guidance, which requires that goodwill and indefinite life intangible assets are not amortized, but are subject to an annual impairment test. We complete our impairment test on an annual basis, during the fourth quarter of our fiscal year, or more frequently, if changes in facts and circumstances indicate that impairment indicators are present.

Our indefinite life intangible assets consist of surname domain names and direct navigation domain names. In order to maintain our rights to these domain names, we pay annual renewal fees to the applicable domain name registries. Over the course of time, we sometimes decide not to renew certain under-performing domain names and incur an impairment charge associated with such non-renewal. There was no impairment recorded on indefinite-life intangible assets during 2024, 2023 and 2022.

With regard to long-lived assets comprised of property and equipment and finite life intangible assets, we continually evaluate whether events or circumstances have occurred that indicate the remaining estimated useful lives of our definite-life intangible assets may warrant revision or whether the carrying amount of such assets may not be recoverable and exceed their fair value. We use an estimate of the related undiscounted cash flows over the remaining life of the asset in measuring whether the asset is recoverable. During Fiscal 2024, 2023 and 2022, property and equipment with net book values of $19.1 million, $4.8 million, and $0.1 million, respectively, were written off and included in impairment of property and equipment in the consolidated statements of comprehensive income (loss). $17.7 million of the impairment losses incurred in 2024 related to the announced Capital Efficiency Plan, both specific assets under construction projects no longer planned to be completed and the capital inventory to be used in those projects were assessed as an impairment loss. The full cost of the identified assets under construction impacted was recorded as an impairment loss as well as the difference between carrying value and liquidation value of capital inventory. The remaining $1.4 million impairment charges relate to specific network assets that were identified through routine inspections as being damaged and no longer in use. During Fiscal 2024, 2023 and 2022 there was no impairment recorded on definite-life intangible assets.

We performed a qualitative assessment to determine whether there were events or circumstances which would lead to a determination, whether it is more likely than not, that goodwill and indefinite life intangible assets have been impaired. In performing the qualitative testing, we made an evaluation of the impact of various factors to the expected future cash flows attributable to our reporting units and to the assumed discount rate which would be used to present value those cash flows. Consideration was given to factors such as macro-economic, industry and market conditions including the capital markets, the competitive environment, in addition to other internal factors including changes to our market capitalization, cash inflows, obligations and access to capital of our segments. We concluded that there were no indications of impairment under the qualitative approach. The analysis was consistent with the approach we utilized in prior years.

In connection with business acquisitions that we have completed, we identify and estimate the fair value of net assets acquired, including certain identifiable intangible assets (other than goodwill) and liabilities assumed. The determination of acquisition date fair values requires us to make significant estimates and assumptions regarding projected revenues, costs, earnings before interest, taxes, depreciation and amortization, attrition rates and discount rates. Changes to these assumptions may result in material differences depending on the size of the acquisition completed.

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Any changes to our key assumptions about our businesses and our prospects, or changes in market conditions, could cause the fair value of our operating segments to fall below its carrying value, resulting in a potential impairment charge. In addition, changes in our organizational structure or how our management allocates resources and assesses performance, could result in a change in our operating segments, requiring a reallocation and updated impairment analysis of goodwill and indefinite life intangible assets. A goodwill or intangible asset impairment charge could have a material effect on our consolidated financial statements because of the significance of goodwill and intangible assets to our consolidated balance sheet. There was no impairment of goodwill or intangible assets, both definite and indefinite life, as a result of the annual impairment tests completed during the fourth quarters of 2024, 2023 or 2022.

Accounting for Income Taxes

We operate in various tax jurisdictions, and accordingly, our income is subject to varying tax rates. Losses incurred in one jurisdiction cannot be used to offset taxable income in another jurisdiction. Our ability to use income tax loss carryforwards and future income tax deductions is dependent upon our operations in the tax jurisdictions in which such losses or deductions arise. Significant judgment is required in determining our provision for income taxes and evaluating our uncertain tax positions.

We account for income taxes under the asset and liability method, which recognizes the deferred tax assets or liabilities for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that the tax benefit from the deferred tax assets will not be realized. In assessing the need for valuation ~~allowance~~allowances, historical and future levels of income, expectations and risks associated with estimates of future taxable income and tax planning strategies are considered. As of December 31, ~~2024~~2025, the valuation allowance of $5168.7 1 million was recorded, ~~which we~~for ~~are~~those ~~not~~deferred ~~expected~~tax toassets ~~realize~~where onit ais more ~~than~~ likely than not ~~basis~~that the tax benefit will not be realized.

We apply a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if, on the weight of available evidence, it is more likely than not that the position will be sustained onupon audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit that is more than 50% likely to be realized upon settlement. As of December 31, ~~2024~~2025, we ~~did~~recognized ~~not recognize any~~ uncertain tax provisions of $0.1 million within the provision for income taxes.

See "Note 9. – Income Taxes" to the Consolidated Financial Statements for further information regarding income taxes ~~included in Part II, Item 8 of this Annual Report~~.

Changes in estimates

There were no material changes to our critical accounting estimates during Fiscal 2025.

Recently Issued Accounting Standards

See “Note 2 – . Significant Accounting Policies” of the Notes to the Consolidated Financial Statements ~~included in Part II, Item 8 of this Annual Report~~ for information regarding recently issued accounting standards.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, ~~2024~~2025 AS COMPARED TO THE YEAR ENDED DECEMBER 31, ~~2023~~2024

For additional information on our financial condition as of December 31, ~~2023~~ 2024 and results of operations, liquidity and capital resources for the year ended December 31, ~~2023~~ 2024 as compared to the year ended December 31, ~~2022~~2023, refer to Part II, “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on 10-K for the year ended December 31, ~~2023~~2024 which was filed with the United States Securities and Exchange Commission on ~~April~~March 113, ~~2024~~2025.

NET REVENUES

Ting

Ting and its subsidiaries, Cedar, and Simply Bits, includes the provision of high-speed Internet access services to select towns throughout the United States~~, with further expansion underway to both new and existing markets~~. Our primary sales channel is through the Ting website. The primary focus of this segment is to provide reliable Gigabit Fiber and Fixed Wireless Internet services to consumer and business customers. Generally, ~~Revenues~~Ting ~~are~~Internet ~~all~~services ~~generated in the U.S.,~~ have no fixed contract terms, ~~and~~aside ~~are~~from ~~billed~~certain onbespoke acontracts ~~monthly basis,~~ with ~~unlimited~~business ~~bandwidth based on a fixed price~~customers.

The Company's billing cycle for all Ting Internet customers is computed based on the customer's activation date. Since consideration is collected before the service period, revenue is initially deferred and recognized as the Company performs its obligation to provide Internet access within each reporting period. ~~In addition, revenues associated with the sale of Internet hardware to subscribers are recognized when title and risk of loss is transferred to the subscriber and shipment has occurred.~~ Incentive marketing credits given to customers are recorded as a reduction of revenue.

InOur ~~those~~construction ~~cases,~~services ~~where~~are ~~payment~~earned isto ~~not~~revenue ~~received~~earned atfrom the ~~time of sale~~design, as isconstruction ~~the~~and ~~case for service requiring~~ installation, ~~then~~of ~~revenue~~a isfiber ~~not~~optic ~~recognized~~network ~~until~~for a specific customer's ~~service is activated~~contract. ~~The~~Control ~~Company records costs that reflect expected refunds, rebates and credit card charge-backs as a reduction~~ of ~~revenues~~the atnetwork ~~the~~infrastructure ~~time~~transfers ofto the ~~sale~~customer ~~based~~as onit ~~historical~~is ~~experiences and current expectations~~constructed.

35 Revenue from network construction is recognized over time, as Ting’s performance creates or enhances an asset that the customer controls as it is being constructed. Progress toward completion is measured using an output method, based primarily on network build milestones such as served addresses completed and accepted by the customer. Amounts billed in advance of revenue recognition are recorded as contract liabilities, while amounts recognized in excess of billings are recorded as contract assets. Where services require installation, revenue is not recognized until a customer's service is activated.

~~Table~~The Company records a reduction of ~~Contents~~ revenues that reflects expected refunds, rebates and credit card charge-backs at the time of the sale based on historical experiences and current expectations.

Wavelo

Platform Services

Tucows' Platform Services include the following full-service platforms from Wavelo, including MONOS, ISOS, SM and our legacy Platypus ISP Billing software. Under each of these platforms there are a variety of solutions that support CSPs, including subscription and billing management, network orchestration and provisioning, and individual developer tools. Wavelo launched as a proven asset for CSPs, with EchoStar using Wavelo’s MONOS software to drive additional value within its Digital Operator Platform. More recently, Ting Internet has also integrated Wavelo’s ISOS and SM software to enable faster subscriber growth and footprint expansion. Wavelo's customers are billed monthly, on a postpaid basis. The monthly fees are variable, based on the volume of ~~their~~our customers' subscribers utilizing the platform during a given month, to which minimums may apply. Customers may also be billed fixed platform fees and granted fixed credits as part of the consideration for long-term contracts. Consideration received is allocated to platform services and bundled professional services and recognized as each service obligation is fulfilled. Any fixed fees for Wavelo are recognized into revenue evenly over the service period, while variable usage fees are recognized each month as they are consumed. Professional services revenue is recognized as the hours of professional services granted to the customer are used or expire. When consideration for these platform services is received before the service is delivered, the revenue is initially deferred and recognized only as the Company performs its obligation to provide services. Likewise, if platform services are delivered before the Company has the unconditional right to invoice the customer, revenue is recognized as a Contract Asset.

Other Professional Services

This revenue stream includes any other professional services earned in connection with the Wavelo business from the provision of standalone technology services development work. These are billed tobased ~~our~~on ~~customers~~separate ~~monthly~~Statement atof ~~set~~Work ~~and~~arrangements ~~established rates~~ for ~~services~~bespoke ~~provided~~feature ~~in period~~development. The Company recognizes revenue asat the ~~Company~~point-in-time ~~satisfies~~when ~~its~~the ~~obligations~~final toacceptance ~~provide~~criteria ~~professional~~have ~~services~~been met.

Tucows Domains

Wholesale - Domain Services

Domain registration contracts, which can be purchased for terms of one to ten years, provide our resellers and retail registrant customers with the exclusive right to a personalized internet address from which to build an online presence. The Company enters into domain registration contracts in connection with each new, renewed and transferred-in domain registration. At the inception of the contract, the Company charges and collects the registration fee for the entire registration period. ~~Though~~Although fees are collected upfront, revenue from domain registrations ~~are~~is recognized ratably over the registration period as ~~domain~~the ~~registration~~Company ~~contracts~~provides ~~contain~~the acustomer ~~‘right~~with toa ~~access’~~domain ~~license~~registration ~~of IP~~service, which isrepresents a distinct performance obligation ~~measured~~satisfied over time. The registration period begins once the Company has confirmed that the requested domain name has been appropriately recorded in the registry under contractual performance standards.

Historically, our wholesale domain service has constituted the largest portion of our business and encompasses all of our services as an accredited registrar related to the registration, renewal, transfer and management of domain names. In addition, this service fuels other revenue categories as it often is the initial service for which a reseller will engage us, enabling us to follow on with other services and allowing us to add to our portfolio by purchasing names registered through us upon their expiration. We expect Domain services will continue to be the largest portion of our business and will continue to enable us to sell add-on services.

Wholesale – Value-Added Services

We derive revenue from domain related value-added services like digital certifications, WHOIS privacy and hosted email and by providing our resellers and retail registrant customers with tools and additional functionality to be used in conjunction with domain registrations. All domain -related value-added services are considered distinct performance obligations which transfer the promised service to the customer over the contracted term. Fees charged to customers for domain -related value-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of the performance obligations.

We also derive revenue from other value-added services, which primarily consists of proceeds from ~~the~~storefront ~~OpenSRS, eNom~~ and ~~Ascio~~ domain expiry streams.

Retail

We derive revenues mainly from Hover ~~and eNom’~~'s retail properties through the sale of retail domain name registration and email services to individuals and small businesses. The retail segment ~~now~~ includes the sale of the rights to its portfolio of surname domains used in connection with our RealNames email service and Linux hosting services for websites through our Exact Hosting brand.

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Corporate and all other - Mobile services and eliminations

Although we still provide mobile telephony services to a small subset of customers retained through the Ting Mobile brand as part of the EchoStar Purchase Agreement executed in Fiscal 2020; , this revenue stream no longer represents the Company's strategic focus going forward. Instead we have transitioned towards being a ~~Wavelo~~platform provider for CSPs globally via Wavelo. Retail telephony and transition services are not part of our reportable segments under ASC 280 Segment Reporting "ASC 280") and their results are presented as part of the All Other category.

Ting Mobile wireless usage contracts grant customers access to standard talk, text and data mobile services. Ting Mobile contracts are billed based on the customer's selected rate plan, which can either be usage -based or an unlimited plan. All rate plan options are charged to customers on a postpaid, monthly basis at the end of their billing cycle. All future revenues associated with the retail mobile services stream will only be for this subset of customers retained by the Company, as mentioned above. Ting Mobile services are primarily contracted through the Ting website, for one month at a time and contain no commitment to renew the contract following each customer's monthly billing cycle. The Company's billing cycle for all Ting Mobile customers is computed based on the customer's activation date. In order to recognize revenue as the Company satisfies its obligations, we compute the amount of revenues earned but not billed from the end of each billing cycle to the end of each reporting period. In addition, revenues associated with the sale of wireless devices and accessories are recognized when title and risk of loss is transferred to the customer and shipment has occurred. Incentive marketing credits given to customers are recorded as a reduction of revenue.

These mobile services revenue streams also ~~includes~~ include transitional services provided to EchoStar. These are billed monthly at set and established rates for services provided in period and include the provision of sales, marketing, order fulfillment, and data analytics related to the legacy customer base sold to EchoStar. The Company recognizes revenue as the Company satisfies its obligations to provide transitional services.

~~The following table presents our net revenues, by revenue source:~~ 35

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2024			2023
Ting:
Fiber Internet Services	$	59,732		$	50,937
Wavelo:
Platform Services		39,824			37,082
Other professional services		37			1,588
Total Wavelo		39,861			38,670
Tucows Domains:
Wholesale
Domain Services		197,113			189,013
Value Added Services		19,882			17,712
Total Wholesale		216,995			206,725
Retail		37,644			35,372
Total Tucows Domains		254,639			242,097
Corporate and all other:
Mobile Services and eliminations		8,043			7,633
	$	362,275		$	339,337
Increase over prior period	$	22,938
Increase - percentage		7	%

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The following table presents our net revenues, by revenue source:

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2025			2024

Ting:
Fiber Internet Services	$	66,178		$	59,732
Construction services		2,044			-
Total Ting		68,222			59,732

Wavelo:
Platform Services		47,623			39,824
Other professional services		-			37
Total Wavelo		47,623			39,861

Tucows Domains:
Wholesale
Domain Services		204,150			197,113
Value-Added Services		24,047			19,882
Total Wholesale		228,197			216,995

Retail		38,902			37,644
Total Tucows Domains		267,099			254,639

Corporate and all other*:
Mobile Services and eliminations		7,356			8,043

	$	390,300		$	362,275
Increase over prior period	$	28,025
Increase - percentage		8	%

*Corporate and all other includes revenues from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280. Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting. Intersegment revenues and expenses are eliminated in consolidation.

The following table presents our net revenues, by revenue source, as a percentage of total net revenues:

	Year ended December 31,
	2024			2023
	2025			2024
Ting:
Fiber Internet Services		1617	%		1516	%
Construction services		1	%		-
Total Ting		18	%		16	%
Wavelo:
Platform Services		1112	%		11	%
Other Professional Services		0	%		0	%
Total Wavelo		1112	%		11	%
Tucows Domains:
Wholesale
Domain Services		5552	%		5655	%
Value Added Services		5	%		5	%
Value-Added Services		6	%		5	%
Total Wholesale		6058	%		6160	%
Retail		10	%		10	%
Total Tucows Domains		7068	%		7170	%
Corporate and all other:
Corporate and all other*:
Mobile services and eliminations		32	%		3	%
		100	%		100	%

~~Total~~*Corporate ~~net~~and ~~revenues~~all ~~for~~other ~~Fiscal~~includes ~~2024~~revenues ~~increased~~from byTing ~~$23.0 million~~Mobile, orcorporate ~~7%,~~overhead ~~to $362.3 million compared the year ended December 31~~functions, ~~2023~~and ~~("Fiscal~~other ~~2023").~~activities ~~The~~that ~~increase~~do innot ~~net~~meet ~~revenue~~the ~~was~~criteria ~~driven~~for byseparate ~~higher~~reportable ~~revenues across all operations. The Domains~~ segment ~~increased~~disclosure ~~$12.5 million~~under inASC ~~the current period primarily driven by pricing increases through the current period and strong performance in the Expiry stream~~280. ~~The~~ Ting ~~segment~~Mobile ~~increased~~is ~~$8.8~~not ~~million~~managed ~~in the current period~~ as a ~~result~~separate ofreportable ~~subscriber~~segment ~~growth~~and ~~from~~is ~~the~~included ~~continued~~within ~~buildout~~Corporate ofand ~~our~~all ~~Fiber~~other ~~network~~for ~~across~~purposes ~~the~~of ~~United States. The Wavelo~~ segment ~~increased $1~~reporting.2 ~~million~~Intersegment in the current period as a result of the complete Boost Mobile subscriber base migration onto our platform, compared to the prior period where subscriber migrations were only complete at the end of June 30, 2023; offset by a decrease in other professional services revenues. ~~Mobile Services~~ and ~~eliminations~~expenses ~~increased~~are byeliminated ~~$0.4~~in ~~million attributable to decreased intercompany revenues partially offset by decreased Mobile services revenues~~consolidation.

~~Contract~~Total ~~liabilities~~net atrevenues ~~December~~for ~~31,~~Fiscal ~~2024~~2025 increased by $828.70 million, toor ~~$156.~~8%, ~~million~~to ~~from~~ $~~148~~390.13 million atcompared ~~December~~to ~~31,~~Fiscal ~~2023~~2024. The increase in net revenue was driven ~~primarily~~ by revenues from Tucows Domains, ~~which~~Ting, ~~accounted~~and ~~for~~Wavelo; ~~$7.4~~partially ~~million~~offset ofby ~~the increase as~~ a ~~result~~decline ofin ~~the~~revenues ~~increase~~from inMobile ~~pricing~~Services and ~~domain~~eliminations. The ~~name~~Tucows Domains segment increased $12.5 ~~transactions through~~million in the current period. ~~This~~primarily ~~was~~driven ~~furthered~~ by apassthrough ~~smaller~~pricing increases and strong expiry auction revenue performance. The Ting segment increased $18.25 million ~~increase~~in ~~from~~the ~~Wavelo~~current period as a result of subscriber growth on our Fiber network across the ~~contract~~United ~~liability~~States. ~~associated~~The ~~with~~Wavelo ~~select~~segment ~~customer~~increased ~~contracts~~$7.8 million in the current period primarily driven by rate increases and subscriber growth. Mobile Services and eliminations decreased by $0.7 million attributable to increased intersegment revenues.

AContract ~~customer,~~liabilities ~~EchoStar,~~at ~~within our Wavelo segment accounted for 10.7% of total net revenue during the year ended~~ December 31, ~~2024~~2025 decreased by ~~and 10~~$3.7%9 ofmillion ~~total~~to ~~net revenue during the year ended December 31, 2023~~$152.9 ~~EchoStar~~million ~~accounted for 56% of total accounts receivable at~~from ~~December~~$156.8 ~~31,~~million ~~2024 and 59% of total accounts receivable~~ at December 31, ~~2023~~2024. ~~Though~~The adecrease ~~significant~~was ~~portion~~driven ofprimarily ~~the Company’s domain services revenues are prepaid~~ by ~~our~~lower ~~customers,~~billings ~~where~~in ~~the~~Tucows ~~Company~~Domains ~~does~~due ~~collect receivables, management judgment is required at the time revenue is recorded~~ to ~~assess~~a ~~whether~~decrease ~~the~~in ~~collection~~domain ofnames ~~the~~under ~~resulting~~management, ~~receivables~~and isfurthered ~~reasonably~~by ~~assured.~~a Onsmall andecrease ~~ongoing~~in ~~basis,~~Wavelo weas ~~assess~~bundled ~~the~~professional ~~ability~~services ofavailable ~~our~~in ~~customers~~select tocustomer ~~make~~contracts ~~required~~expired ~~payments.~~and ~~Our expected credit losses~~ were ~~$0.9~~recognized ~~million~~into ~~and $0~~revenue.5 ~~million~~This aswas ~~at December~~partially ~~31,~~offset ~~2024~~by ~~and at~~an ~~December~~increase ~~31,~~in ~~2023,~~Ting ~~respectively.~~Internet ~~Based~~with onnew ~~this~~construction in ~~assessment,~~Laguna weWoods ~~expect the carrying amount of our outstanding receivables~~Village, ~~net of expected credit losses~~California, toUnited ~~be fully collected~~States.

A customer, EchoStar, within our Wavelo segment accounted for 11.7% of total net revenue during the year ended December 31, 2025 and 10.7% of total net revenue during the year ended December 31, 2024. EchoStar accounted for 44% of total accounts receivable at December 31, 2025 and 56% of total accounts receivable at December 31, 2024. Though a significant portion of the Company’s domain services revenues are prepaid by our customers, where the Company does collect receivables, management judgment is required at the time revenue is recorded to assess whether the collection of the resulting receivables is reasonably assured. On an ongoing basis, we assess the ability of our customers to make required payments. Our expected credit losses were $1.3 million and $0.9 million as of December 31, 2025 and at December 31, 2024, respectively. Based on this assessment, we expect the carrying amount of our outstanding receivables, net of expected credit losses, to be fully collected.

Ting

Ting generated $5968.72 million in net revenue during Fiscal ~~2024~~2025, which increased by $8.85 million or 1714% compared to Fiscal ~~2023~~2024. This growth is driven by continued subscriber growth across ~~the~~our ~~markets~~Fiber wenetwork ~~serve,~~and assmall ~~well~~increases asin average revenue per user ("ARPU") relative to Fiscal 2024, the continued ~~expansion~~growth of ~~our~~available ~~Ting~~serviceable ~~Internet~~addresses ~~footprint~~in ~~to new~~ Ting towns throughout the United States, and new construction in the Laguna Woods Village, California, United States.

As of December 31, ~~2024~~2025, Ting Internet had access to ~~134~~126,000 owned infrastructure serviceable addresses, 45109,000 partner infrastructure serviceable addresses and 5154,000 active accounts under its management; compared to having access to ~~121~~134,000 owned infrastructure serviceable addresses, 2945,000 partner infrastructure serviceable addresses and 4351,000 active accounts under its management as of December 31, ~~2023~~2024. These figures exclude ~~the~~any ~~increase~~changes in serviceable addresses and accounts attributable to ~~the~~ Simply Bits ~~acquisition~~.

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Wavelo

Platform Services

Wavelo's Platform services generated $3947.86 million in net revenue during Fiscal ~~2024~~2025, which increased by $2.7.8 million or 719.6% compared to Fiscal ~~2023~~2024. The increase in Fiscal ~~2024~~2025 net revenue is driven primarily by ~~increased platform~~incremental revenues ~~earned~~ from aexisting ~~full~~customers, ~~twelve~~EchoStar ~~months~~following ofcontract ~~fully~~renewal, ~~loaded~~Ting ~~revenues from the completed migration of EchoStar's Boost Mobile~~ subscriber ~~base~~growth, atas ~~the~~well ~~end~~as ofnew ~~June 30, 2023~~customers. ~~The~~ ~~increased~~Wavelo ~~platform~~revenues ~~fees~~continue ~~from~~to ~~EchoStar~~benefit ~~in the current period are partially offset by a reduction of revenues~~ from ~~Ting~~our ~~flat~~customers' ~~fee~~own ~~platform~~subscriber ~~fees~~growth. ~~Intercompany~~ Intersegment revenues earned by Wavelo for provision of services on the ~~ISOS~~Wavelo ~~and SM~~ platforms ~~between~~for Ting ~~Wavelo~~ and ~~Ting~~Mobile Services are included in Wavelo's segment revenues for purposes of segment analysis, but are ultimately eliminated upon consolidation. The elimination impact is presented below in Corporate and all other - Mobile services and eliminations.

Other Professional Services

~~During Fiscal 2024,~~ Wavelo's Other Professional Services net revenue decreased ~~by $1.6 million~~from orless ~~100%~~than ~~compared~~$0.1 tomillion in Fiscal ~~2023,~~ 2024 to ~~less~~NIL ~~than~~million ~~$0.1~~in ~~million~~Fiscal 2025. These revenues ~~are~~ related to the provision of standalone technology services development for our CSP customers and are non-recurring and often one-time in nature, and ~~expectantly~~accordingly can fluctuate period over period. These revenues depend on the volume (if any) and scope of standalone technology services development work our customers engage us to perform. In the current period, we performed ~~limited~~no standalone professional services for our customers.

Tucows Domains

Wholesale - Domain Services

Wholesale Tucows Domains generated $~~197~~204.12 million in net revenue during Fiscal ~~2024~~2025, which increased by $87.10 million or 4% compared to Fiscal ~~2023~~2024. ~~The~~Increases ~~increase~~ from Wholesale domain ~~services~~registrations ~~was~~were driven ~~primarily~~ by ~~increased~~various ~~domain~~passthrough ~~name~~price ~~transactions~~increases ~~and~~from ~~various~~select ~~price~~registry cost increases since Fiscal ~~2023~~2024, as well as increased recognition of revenue previously deferred, offsetting the lower billings from the decrease in domain names under management.

Together, the OpenSRS, ~~eNom~~Enom, EPAG and Ascio Domain Services manage 2421.5 million domain names under the Tucows, ~~eNom~~Enom, EPAG and Ascio ICANN registrar accreditations and for other registrars under their own accreditations. Domains under management has decreased by 03.10 million domain names, or ~~less than 1~~ 12%, since December 31, ~~2023~~2024, driven by some resellers migrating management of their domains in-house.

Wholesale - Value -Added Services

Wholesale value-added services generated $1924.90 million in net revenue during Fiscal ~~2024~~2025, which increased by $24.2 million or 12 21% compared to Fiscal ~~2023~~2024. The increase in value-added service revenue was driven by strong expiry ~~sales~~auction ~~and the inclusion of our storefront operations through the current period~~sales, ~~partially~~slightly offset by ~~lower~~a ~~Digital~~small ~~Certificate revenues~~decrease in certificates sales.

Retail

Retail domain services generated $3738.69 million in net revenue during Fiscal ~~2024~~2025, which increased by $21.23 million or 6 3% compared to Fiscal ~~2023~~2024. The increase in retail revenue was primarily driven by apassthrough ~~large transition of domain names from wholesale to retail,~~ price increases across domain name registrations, ~~strong domain name portfolio sales,~~ and ~~strong~~RealNames ~~Exact~~products ~~Hosting revenues~~ in ~~the~~Fiscal ~~current period~~2025.

~~Corporate and all other - Mobile services and eliminations~~ 38

Mobile Services and eliminations generated $8.0 million in net revenue during Fiscal 2024, which increased by $0.4 million or 5% compared to Fiscal 2023. The increase was driven primarily by lower intercompany corporate eliminations of $1.8 million, primarily as a result of decreased revenues associated with inter segment billing between Wavelo and Ting. This was partially offset by decreased revenues of $0.9 million associated with the mobile services and device revenues from the small group of customers retained by the Company as part of the EchoStar Purchase Agreement. This decrease was primarily a result of the organic subscriber churn and plan mix shifting towards lower price point rate plans compared to Fiscal 2023. This was also furthered by decreased transitional services of $0.5 million from a decreased level of dedicated support services provided to EchoStar in connection with the legacy Ting Mobile customer base.

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Corporate and all other - Mobile services and eliminations

Mobile Services and eliminations generated $7.4 million in net revenue during Fiscal 2025, which decreased by $0.7 million or 9% compared to Fiscal 2024. The decrease was driven by an increase in intersegment corporate eliminations of $0.6 million, primarily as a result of increased revenues associated with platform billing between Wavelo and Ting as well as Wavelo and Mobile Services. This was furthered by a decrease of less than $0.1 million associated with the mobile telephony services and device revenues from the small group of customers retained by the Company as part of the EchoStar Purchase Agreement. This decrease was primarily a result of the limited subscriber growth and plan mix shifting towards lower price point rate plans compared to Fiscal 2024.

COST OF REVENUES

Ting

Cost of revenues primarily includes the costs for provisioning high speed Internet access for Ting and its subsidiaries, Cedar and Simply Bits, which is comprised of network access fees paid to third-parties to use their network, leased circuit costs to directly support enterprise customers, the personnel and related expenses (~~net~~excluding ofcosts eligible for capitalization) for the physical planning, design, construction and build out of the physical Fiber network, ~~and~~ as well as personnel and related expenses (~~net~~excluding ofcosts eligible for capitalization) for the installation, activation, repair, maintenance and overall field service delivery of the Ting business. ~~Hardware costs include the cost of equipment sold to end customers, including routers, ONTs, and IPTV products, and any adjustments on this inventory.~~ Other costs include field vehicle expenses, and small sundry equipment and supplies consumed in building the Fiber network.

Cost of revenues for construction services relate to costs for the design, construction and installation of a fiber optic network for a specific customer contract. Control of the network infrastructure transfers to the customer as it is constructed.

Wavelo

Platform Services

Cost of revenues to provide the ~~new~~ MONOS, ISOS and SM platforms, as well as our legacy Platypus ISP Billing software services including network access, provisioning and billing services for CSPs. This includes the amortization of any capitalized contract fulfillment costs over the period consistent with the pattern of transferring network access, provisioning and billing services to which the cost relates. Additionally, this includes any ~~fees~~costs paid to third-party ~~service~~public ~~providers~~cloud ~~primarily~~hosting ~~for~~or ~~printing~~other ~~services~~service inproviders ~~connection~~for ~~with~~customer ~~the~~specific ~~Platypus~~platform ~~ISP~~deployment ~~Billing~~or ~~software~~delivery costs.

Other Professional Services

Cost of revenues to provide standalone technology services development work to our CSP customers to help support their businesses. This includes any personnel and contractor fees for any client service resources retained by the Company. Only a subset of the Company's employee base provides professional services to our customers. This cost reflects that group of resources.

Tucows Domains

Wholesale - Domain Services

Cost of revenues for domain registrations represents the amortization of registry and accreditation fees on a basis consistent with the recognition of revenues from our customers, namely ratably over the term of provision of the service. Registry fees, the primary component of cost of revenues, are paid in full when the domain is registered, and are initially recorded as prepaid domain registry fees. This accounting treatment reasonably approximates a recognition pattern that corresponds with the provision of the services during the period. Market development ~~funds~~fund ~~that~~rebates, ~~do not represent a payment for distinct goods or services~~ provided by ~~the~~registries ~~Company,~~as ~~and~~incentives ~~thus do not meet the criteria~~ for ~~revenue~~certain ~~recognition under ASU 2014~~top-09level domains, are reflected as a reduction to cost of goods sold ~~and~~in ~~are~~the ~~recognized~~month asthey ~~earned~~are received.

Wholesale - Value-Added Services

Costs of revenues for value-added services include licensing and royalty costs related to the provisioning of certain components for hosted email and fees paid to third-party hosting services. Fees payable for trust certificates are amortized on a basis consistent with the provision of service, generally one year, while email hosting fees and monthly printing fees are included in cost of revenues in the month they are incurred.

Retail

Costs of revenues for our provision and management of Internet services through our retail ~~sites~~site, Hover.com ~~and the eNom branded sites~~, include the amortization of registry fees on a basis consistent with the recognition of revenues from our customers, namely ratably over the term of provision of the service. Registry fees, the primary component of cost of revenues, are paid in full when the domain is registered, and are recorded as prepaid domain registry fees and are expensed ratably over the renewal term. Costs of revenues for our surname portfolio represent the amortization of registry fees for domains ~~added~~in to our portfolio over the renewal period, which is generally one year, the value attributed under intangible assets to any domain name sold and any impairment charges that may arise from our assessment of our domain name intangible assets.

Corporate and all other - Mobile services and eliminations

Cost of revenues for retail mobile services includes the costs of provisioning mobile services, which is primarily our customers' voice, messaging, data usage provided by our MNO partner, and the costs of providing mobile phone hardware, which is the cost of mobile phone devices and SIM cards sold to our customers, order fulfillment related expenses, and inventory write-downs. Included in the costs of provisioning mobile services are any penalties associated with the minimum commitments with our MNO partner.

These mobile services costs also include the personnel and related costs of transitional services provided to EchoStar. These are billed monthly at set and established rates for services provided in period and include the provision of sales, marketing, customer support, order fulfillment, and data analytics related to the legacy customer base sold to EchoStar. The Company recognizes costs as the Company satisfies its obligations to provide professional services.

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Network expenses

Network expenses include personnel and ~~related~~ expenses related to platform and network site reliability engineering, network operations centers, IT infrastructure and supply chain teams that support our various business segments. It also includes the depreciation and any impairment charges of property and equipment related to our networks and platforms, amortization of any intangible assets related to our networks and platforms, communication and productivity tool costs, and equipment maintenance costs. Communication and productivity tool costs include collaboration, customer support, bandwidth, co-location and provisioning costs we incur to support the supply of all our services, across our segments.

The following table presents our cost of revenues, by revenue source:

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2024			2023
	2025			2024
Ting:
Fiber Internet Services	$	1827,~~754~~306		$	2018,~~151~~754
Construction services		1,016			-
Total Ting		28,322			18,754
Wavelo:
Platform Services		1,~~248~~111			1,~~337~~248
Other Professional Services		25-			~~1,289~~25
Total Wavelo		1,~~273~~111			21,~~626~~273
Tucows Domains:
Wholesale
Domain Services		~~158~~163,~~383~~951			~~150~~158,~~664~~383
Value Added Services		2,075			2,249
Value-Added Services		1,828			2,075
Total Wholesale		~~160~~165,~~458~~779			~~152~~160,~~913~~458
Retail		1617,~~625~~205			16,~~501~~625
Total Tucows Domains		~~177~~182,~~083~~984			~~169~~177,~~414~~083
Corporate and all other:
Corporate and all other*:
Mobile services and eliminations		1218,~~637~~176			1012,~~065~~637
Network Expenses:
Network, other costs		2623,~~723~~032			28,~~222~~164
Network, depreciation and amortization costs		4142,~~335~~721			3741,~~370~~335
Network, impairment		1,441			4,822
		65,753			69,499
		69,499			70,414
	$	296,346		$	279,246
	$	279,246		$	272,670
Increase over prior period	$	17,100
Increase over prior period	$	6,576
Increase - percentage		6	%
Increase - percentage		2	%

*Corporate and all other includes cost of revenues from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280. Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting. Intersegment revenues and expenses are eliminated in consolidation.

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The following table presents our cost of revenues, as a percentage of total cost of revenues for the periods presented:

	Year ended December 31,
	2024			2023
	2025			2024
Ting:
Fiber Internet Services		79	%		7	%
Construction services		-			-
Total Ting		9	%		7	%
Wavelo:
Platform Services		0-	%		1-	%
Other Professional Services		0-	%		0-	%
Total Wavelo		0-	%		1-	%
Tucows Domains:
Wholesale
Domain Services		5556	%		5455	%
Value Added Services		1	%		1	%
Value-Added Services		1	%		1	%
Total Wholesale		5657	%		5556	%
Retail		6	%		6	%
Total Tucows Domains		6263	%		6162	%
Corporate and all other:
Corporate and all other*:
Mobile services and eliminations		56	%		45	%
Network Expenses:
Network, other costs		108	%		11	%
Network, depreciation and amortization costs		1514	%		1415	%
Network, impairment		1	%		2	%
		22	%		26	%
		26	%		27	%
		100	%		100	%

~~Total~~ *Corporate ~~cost~~and ofall ~~revenues~~other ~~for~~includes ~~Fiscal 2024 increased by $6.5 million, or 2%, to $279.2 million, from $272.7 million in Fiscal 2023. The increase in~~ cost of revenues ~~was~~from ~~driven~~Ting byMobile, ~~increases~~corporate ~~across~~overhead ~~Tucows Domains and mobile service and eliminations by $7.7 million and $2.6 million~~functions, ~~respectively. The increase in Tucows Domains of $7.7 million was a result of an increase in domain name transactions~~ and ~~registry~~other ~~side~~activities ~~cost~~that ~~increases~~do ~~through~~not ~~the~~meet current period. The increase in mobile services and eliminations of $2.6 million was primarily a result of higher mobile telephony services costs due to MNO minimum purchase commitments and plan mix changes in the ~~current~~criteria ~~period.~~for ~~These~~separate ~~increases~~reportable ~~were~~segment ~~partially~~disclosure ~~offset~~under ~~by decreases~~ASC ~~across Ting, Wavelo, and Network Expenses of $1~~280.4 ~~million, $1.4 million, and $0.9 million, respectively. The decrease in~~ Ting ofMobile ~~$1.4~~is ~~million~~not ~~was~~managed ~~primarily~~as a ~~result~~separate ofreportable ~~decreased~~segment ~~costs~~ and ~~savings~~is ~~from the~~included ~~Capital~~within ~~Efficiency~~Corporate ~~Plan executed in October 2024. The decrease in Wavelo of $1.4 million was primarily driven by Other Professional Services, consistent with limited standalone technology development work~~ and ~~revenues~~all inother ~~the~~for ~~current~~purposes ~~period. The decrease in Network Expenses~~ of ~~$0.9 million was primarily due to a decrease in impairment charges within the Ting~~ segment ~~compared~~reporting. toIntersegment ~~Fiscal~~revenues ~~2023, as well as decreased costs~~ and ~~savings~~expenses ~~from the~~are ~~Capital~~eliminated ~~Efficiency Plan; partially offset by an increase~~ in ~~depreciation costs~~consolidation.

~~Deferred~~Total ~~costs~~cost of ~~fulfillment~~revenues asfor ofFiscal ~~December~~2025 ~~31, 2024~~ increased by $517.91 million, or 56%, to $~~117~~296.03 million, from $~~111~~279.12 million atin ~~December~~Fiscal ~~31, 2023~~2024. ~~This~~The increase in cost of revenues was driven by increases across Ting, Tucows Domains, ~~with~~and an Mobile Services and eliminations by $9.6 million, $5.9 million, and $5.5 million, respectively. The increase in Ting of $9.6 million was largely driven by a $3.5 0 million one-time Ting lease accounting adjustment, as awell ~~result~~as lease accounting impacts of ~~increased~~the ~~domain~~Memphis ~~name transactions~~network lease and ~~registry~~construction ~~cost~~contract ~~increases through~~costs ~~the~~in ~~current~~Laguna ~~period~~Woods Village, ~~consistent~~both of which are new in Fiscal 2025, and cost of revenues associated with ~~the~~growth in active subscribers. The increase in ~~contract~~Tucows ~~liabilities~~Domains ~~discussed~~of ~~above~~$5.9 ~~This~~million was primarily a result of cost increases from select registries through the current period. The increase in Mobile Services and eliminations of $5.5 million was primarily a result of escalating MNO minimums and plan mix changes in the current period. These increases were partially offset by decreases ~~Wavelo,~~across ~~with~~Network aExpenses ~~decrease~~and Wavelo of $3.7 million and $0.62 million, ~~related~~respectively. toThe decrease in Network Expenses of $3.7 million was primarily driven by decreased people costs following the ~~prior~~February ~~year~~2024 ~~which~~Workforce ~~included~~Reduction ~~Other~~and ~~Professional~~2024 ~~Services~~Capital ~~where~~Efficiency Plan and other restructuring efforts, as well as a decrease in colocation fees following the ~~deferred~~closure of one colocation data center; partially offset by an increase in depreciation costs. toThe ~~fulfill~~slight ~~those~~decrease ~~services~~in ~~were~~Wavelo ~~amortized~~of ~~into~~$0.2 million was primarily driven by the savings in customer-specific public cloud hosting costs; partially offset by recognition of ~~revenues~~labor costs to deliver bundled professional services with EchoStar.

~~Table~~Deferred costs of ~~Contents~~ fulfillment as of December 31, 2025 decreased by $4.0 million, or 3%, to $113.0 million from $117.0 million at December 31, 2024. This decrease was driven by Tucows Domains with a decrease of $5.2 million from the decrease in current period billings as a result of a decrease in domain names under management, consistent with the decrease in contract liabilities discussed above. This decrease was partially offset by an increase in Ting of $1.2 million related to Laguna Woods Village, California, United States construction contract costs.

Ting

In Fiscal ~~2024~~2025, costs related to provisioning high speed Internet access for customers of Ting and its subsidiaries, Cedar and Simply Bits, ~~decreased~~increased by $19.4 6 million, or 751%, to $1828.83 million as compared to $2018.28 million during Fiscal ~~2023~~2024. ~~The~~This ~~decrease~~increase iswas primarily driven by ~~decreased~~a ~~personnel~~$3.0 ~~costs~~million one-time lease accounting adjustments to true up lease expense for three partner network leases, lease accounting impacts of the Memphis network lease, and ~~savings~~the ~~from~~ Laguna Woods Village construction contract costs, with the ~~Capital~~remaining ~~Efficiency~~variance ~~Plan~~driven ~~executed~~by the subscriber and serviceable address growth across our Fiber network, consistent with the discussion in ~~October~~the ~~2024~~Net Revenue section above.

Wavelo

Platform Services

Cost of revenues from Wavelo Platform Services for Fiscal ~~2024~~2025 decreased by $0.1 million, or 811%, to $1.21 million from $1.32 million in Fiscal ~~2023~~2024. This decrease was driven by ~~the complete~~ ~~amortization~~savings ofin ~~previously~~customer ~~capitalized~~specific ~~costs~~public ~~incurred~~cloud tohosting ~~fulfill~~costs, ~~the~~and partially ~~EchoStar~~offset ~~Master~~by ~~Services~~recognition ~~Agreement ("MSA") over the initial term~~ of ~~the~~labor costs to ~~agreement,~~deliver ~~which~~bundled ~~ended~~professional inservices ~~July~~with ~~2024~~EchoStar.

Other Professional Services

Cost of revenues from Other Professional Services for Fiscal ~~2024~~2025 decreased byfrom ~~$1.3 million, or 100%, to~~ less than $0.1 million asin Fiscal ~~compared to~~2024 ~~$1.3~~ to NIL million in ~~Fiscal~~ ~~2023~~the current period. Cost of revenues to provide other professional services change depending on the nature and scope of work we are engaged to perform for our customers for select statements of work. ~~The~~These cost of revenues depend on the volume (if any) and scope of standalone technology services development work our customers engage us to perform. In the current period, we performed ~~limited~~ no standalone professional services for our customers. The decrease is aligned to the decrease in Net Revenues from other professional services discussed above.

Domain Services

Wholesale - Domain Services

Costs for Wholesale domain services for Fiscal ~~2024~~2025 increased by $75.76 million, or 54%, to $~~158~~164.40 million as compared to $~~150~~158.74 million in Fiscal ~~2023~~2024. Increases from Wholesale domain services were primarily driven by ~~increased domain name transactions and~~ various registry gTLD cost increases since Fiscal ~~2023~~2024, as well as increased recognition of costs previously deferred, driven by lower billings due to a decrease in domain names under management. The increase is aligned to the increase in Net Revenues discussed above.

Wholesale - Value -Added Services

Costs for wholesale value-added services for Fiscal ~~2024~~2025 decreased by $0.12 million, or 512%, to $2.1.8 million as compared to $2.21 million in Fiscal ~~2023~~2024. ~~The~~This decrease was driven by ~~decreased costs related to~~ the ~~Digital~~slight ~~Certificate revenue~~decrease ~~stream,~~in ~~and~~certificates ~~was partially offset by the inclusion of our storefront operations~~sales, ~~consistent~~aligned ~~with~~to the discussion in Net Revenues ~~discussion~~ above.

Retail

Costs for retail domain services for Fiscal ~~2024~~2025 increased by $0.16 million, or ~~less than 1~~3%, to $1617.62 million as compared to $16.56 million in Fiscal ~~2023~~2024. Increases were driven by various registry gTLD cost increases.

Corporate and all other - Mobile services and eliminations

Cost of revenues from Mobile Services and Eliminations for Fiscal ~~2024~~2025 increased by $25.5 million, or 2644%, to $1218.6 2 million as compared to $1012.1 6 million in Fiscal ~~2023~~2024. The increase is primarily driven by increased costs associated with mobile telephony services from the small group of customers retained by the Company as part of the EchoStar Purchase Agreement due to escalating MNO minimum ~~purchase~~ commitments, and ~~plan~~to ~~mix~~a lesser extent changes ~~towards~~in ~~unlimited~~usage ~~plans~~patterns. The Company ~~accrued~~incurred $14.35 million inof penalties associated with the MNO minimum commitment shortfall in Fiscal ~~2024~~2025, as compared to $01.38 million in Fiscal ~~2023~~2024. The ~~company~~ Company expects to ~~continue to~~ incur penalties inthrough ~~Fiscal~~January 2026, ~~2025~~at ~~and~~which point the initial term of the contract is complete. The contract will automatically continue month-to-month thereafter, ~~should~~with ~~limited~~no ~~subscriber~~expected ~~growth~~penalties ~~persist~~in the month-to-month arrangement. This was partially offset by a decrease in transitional services costs provided to EchoStar in connection with the legacy Ting Mobile customer base, consistent with the above discussion around ~~net~~Net ~~revenues~~Revenues.

Network Expenses

Network costs for Fiscal ~~2024~~2025 decreased by $03.97 million, or 1 5% to $6965.58 million as compared to $7069.45 million in Fiscal ~~2023~~2024. The current period decrease was primarily driven by ~~decreased~~$4.5 ~~normal~~million ~~course~~in ~~network~~personnel ~~impairment~~related ~~charges~~cost ofsavings ~~$3.4~~resulting ~~million~~from ~~for~~the ~~Ting~~2024 ~~cable~~February ~~plant,~~Workforce ~~asset~~Reduction ~~under~~and ~~construction~~the ~~and~~2024 ~~capital~~Capital ~~inventory~~Efficiency ~~compared~~Plan, toexecuted ~~Fiscal~~in ~~2023.~~October ~~The~~2024, ~~current~~as ~~period~~well ~~decrease~~as other restructuring efforts. This was furthered by a ~~decrease~~ ~~in network costs of~~ $10.59 million ~~driven~~decrease byin ~~savings~~colocation ~~related~~fees tofollowing the ~~Capital~~closure ~~Efficiency~~of ~~Plan,~~one ~~executed~~colocation indata ~~October~~center, ~~2024~~and a $0.6 ~~This~~million ~~was~~decrease ~~offset~~in byimpairment ~~increased~~(for ~~network~~a ~~depreciation~~total of $4.0.8 million, ~~consisting~~ of ~~$3.1~~impairment ~~million~~ in ~~incremental~~Fiscal ~~depreciation~~2025, ~~from~~related ~~Ting's~~to ~~expansion~~obsolete ofand ~~our~~damaged ~~Ting~~materials ~~Internet~~and ~~footprint~~supplies toheld ~~new~~for ~~Ting~~capital ~~towns~~projects). ~~throughout~~These ~~the~~decreases ~~United~~were ~~States,~~offset ~~$0.8~~by ~~million~~an increase in ~~incremental~~network depreciation of ~~Wavelo's platform assets, and~~ $0.1.4 million ~~in incremental depreciation related to Tucows Domains and Corporate~~.

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SALES AND MARKETING

Sales and marketing expenses consist primarily of personnel costs. These costs include commissions and related expenses of our sales, product management, public relations, call center, support and marketing personnel. Other sales and marketing expenses include customer acquisition costs, advertising and other promotional costs.

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2024			2023
	2025			2024
Sales and marketing	$	5948,~~382~~381		$	6759,~~806~~382
Decrease over prior period	$	(811,~~424~~001	)
Decrease - percentage		(1219	)%
Percentage of net revenues		1612	%		2016	%

Sales and marketing expenses for Fiscal ~~2024~~2025 decreased by $811.40 million, or 1219%, to $5948.4 million as compared to Fiscal ~~2023~~2024. The decrease was primarily driven by reduced personnel costs following the 2024 February Workforce Reduction and the 2024 Capital Efficiency Plan, as well as Ting's reduced marketing and customer acquisition ~~related~~ spend ~~from~~ ~~Ting,~~ as the segment ~~looked~~looks to measure and optimize channel spending. ~~These~~This ~~savings~~decrease ~~were~~was also furthered by reduced ~~personnel~~Ting facilities ~~costs~~expenses ~~following~~(reclassified ~~the~~to ~~Capital~~General ~~Efficiency~~& ~~Plan~~Administrative in Fiscal 2025 on a prospective basis).

Excluding movements in exchange rates, we expect sales and marketing expenses for Fiscal 2025 to decrease in absolute dollars, with lower personnel costs through the year due to lower headcount and as we adjust our marketing programs to optimize channel spending. 44

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Excluding movements in exchange rates and the unknown outcome of the process to review strategic alternatives for the Ting business, we expect sales and marketing expenses for Fiscal 2026, for the Tucows businesses excluding Ting to increase in absolute dollars, as we adjust our marketing programs to facilitate the continued expansion of our operations. If the Ting strategic process does not result in a successful transaction, or if it is delayed or abandoned, Ting would be required to implement significant operational changes to preserve liquidity which could include substantial reductions in operating expenses, including further reduction to sales and marketing expenses.

TECHNICAL OPERATIONS AND DEVELOPMENT

Technical operations and development expenses consist primarily of personnel costs and related expenses required to support the development of new or enhanced service offerings and the maintenance and upgrading of existing infrastructure. This includes expenses incurred in the research, design and development of technology that we use to register domain names, provide Wavelo's platform services, provide Ting's Internet Services, email, retail, domain portfolio and other Internet services. All technical operations and development costs are expensed as incurred, unless eligible for capitalization as internal use software.

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2024			2023
	2025			2024
Technical operations and development	$	1817,~~627~~813		$	1918,~~217~~627
Decrease over prior period	$	(~~590~~814	)
Decrease - percentage		(34	)%
Percentage of net revenues		5	%		65	%

Technical operations and development expenses for Fiscal ~~2024~~2025 decreased by $0.68 million, or 34%, to $1817.68 million as compared to Fiscal ~~2023~~2024. The decrease was primarily driven by reduced personnel costs following the 2024 Capital Efficiency Plan, as well as reduced contracted services spending for tools, systems, and labor to support the technical operations and development of our systems and platforms~~, lower network connectivity and co-location costs~~. ~~These decreases were partially offset by savings in personnel costs following the Capital Efficiency Plan.~~

Excluding movements in exchange rates and the unknown outcome of the process to review strategic alternatives for the Ting business, we expect technical operations and development expenses for Fiscal ~~2025,~~2026 for the Tucows businesses excluding Ting to increase in absolute dollars, as towe ~~increase~~adjust ~~when~~our ~~compared~~technical programs to ~~Fiscal~~facilitate the continued expansion of our operations. ~~2024~~If the Ting strategic process does not result in a successful transaction, or if it is delayed or abandoned, Ting would be required to ~~support~~implement ~~the~~significant ~~ongoing~~operational ~~growth~~changes to preserve liquidity which could include substantial reductions in ~~our~~operating expenses, including further reduction to technical operations and development expenses.

GENERAL AND ADMINISTRATIVE

General and administrative expenses consist primarily of compensation and related costs for managerial and administrative personnel, fees for professional services, public listing expenses, rent, foreign exchange and other general corporate expenses.

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2024			2023
	2025			2024
General and administrative	$	3742,~~068~~875		$	3337,~~406~~068
Increase over prior period	$	35,~~662~~807
Increase - percentage		1116	%
Percentage of net revenues		1011	%		10	%

General and administrative expenses for Fiscal ~~2024~~2025 increased by $35.78 million, or 1116%, to $3742.19 million as compared to Fiscal ~~2023~~2024. The increase was primarily driven by ~~increased~~Ting facilities ~~professional~~expenses ~~fees~~(reclassified ~~incurred~~from Sales and Marketing in ~~the~~Fiscal ~~current~~2025 ~~period~~on ~~and~~a ~~increased~~prospective ~~spending~~basis), onleadership ~~tooling~~severance costs, and ~~software~~increased miscellaneous costs to support general and administrative functions. ~~The~~These ~~increase was~~increases ~~furthered~~were partially offset by some ~~slight~~personnel ~~increases~~savings inrelating ~~credit~~to ~~card~~the ~~processing~~2024 ~~fees~~February ~~and bad~~Workforce ~~debt~~Reduction ~~expense~~and asthe ~~teams~~2024 ~~re-assess~~Capital ~~provisions~~Efficiency ~~against~~Plan ~~collectability.~~and ~~These~~lower ~~increases~~professional ~~were~~services ~~partially offset~~fees ~~by some~~incurred ~~savings~~in ~~relating to~~ the ~~Capital~~current ~~Efficiency Plan~~period.

Excluding movements in exchange rates, we expect general and administrative expenses for Fiscal 2025, in absolute dollars, to increase when compared to Fiscal 2024 largely to support the growth of our business. 45

44 Excluding movements in exchange rates and the unknown outcome of the process to review strategic alternatives for the Ting business to address its ongoing liquidity requirements, we expect general and administrative expenses for Fiscal 2026 for the Tucows businesses excluding Ting to increase in absolute dollars, as we adjust our general & administrative spending to facilitate the continued expansion of our operations. If the Ting strategic process does not result in a successful transaction, or if it is delayed or abandoned, Ting would be required to implement significant operational changes to preserve liquidity which could include substantial reductions in operating expenses, including further reduction to general and administrative expenses.

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IMPAIRMENT AND RESTRUCTURING

(Dollar amounts in thousands of U.S. dollars)	For the Year Ended
	2024			2023
	2025			2024
Impairment of property and equipment	$	1710,~~726~~724		$	-17,726
Restructuring charges		~~10,954~~-			-10,954
Increase over prior period		28,680
Decrease over prior period		(17,956	)
Increase - percentage		N/A	%
Decrease - percentage		63	%
Percentage of net revenues		~~8%%~~3	%		-8	%

~~During~~Impairment ~~the~~and ~~year~~restructuring ~~ended~~decreased ~~December~~by ~~31,~~$18.0 ~~2024~~million, asor ~~part of the October 2024 Capital Efficiency Plan~~63%, ~~the~~to ~~Company recorded an impairment loss of~~ $1710.7 million ~~related~~as tocompared Assets Under Construction and Capital Inventory. These assets were deemed no longer necessary for future operations following the implementation of the Capital Efficiency Plan, which included the decision to ~~cease~~Fiscal ~~new market expansions in select Ting markets~~2024. ~~This impairment loss was accounted for under ASC 420 - Exit or Disposal Cost Obligations.~~

During ~~the~~Fiscal ~~year ended December 31~~2025, ~~2024,~~ the Company ~~also~~recorded ~~incurred~~an impairment loss of $1110.07 million in ~~one-time~~primarily ~~costs~~ related to ~~both~~abandoned ~~the~~materials ~~February~~and ~~2024~~supplies ~~Workforce~~held ~~Reduction~~for ~~and~~capital ~~October~~projects, ~~2024~~as ~~Capital~~well ~~Efficiency~~as ~~Plan~~impairment ~~restructurings,~~of ~~which~~right-of-use ~~were~~operating ~~both~~lease ~~accounted~~assets. ~~for~~This ~~under~~is down from ~~ASC~~Fiscal ~~420~~2024, -where ~~Exit~~the orCompany ~~Disposal~~recorded ~~Cost~~an ~~Obligations~~impairment loss of $17.7 ~~These~~million ~~costs~~related ~~associated~~to ~~with~~assets ~~the~~under ~~Workforce~~construction ~~Reduction~~and materials and ~~Capital~~supplies ~~Efficiency~~held ~~Plan~~for ~~predominantly~~capital ~~consisted~~projects. ~~of termination~~These ~~benefits~~assets were deemed no longer necessary for ~~the~~future ~~terminated~~operations ~~employees~~following ~~associated~~the ~~with~~implementation of the ~~restructuring~~2024 Capital Efficiency Plan, which included the ~~continuation~~decision ofto ~~benefits,~~cease ~~outplacement~~new ~~costs,~~market ~~and~~expansions ~~professional~~in ~~services~~select Ting markets.

During the year ended December 31, 2024, the Company also incurred $11.0 million in one-time costs related to both the February 2024 Workforce Reduction and the 2024 Capital Efficiency Plan restructurings, which were both accounted for under ASC 420 - Exit or Disposal Cost Obligations. These costs associated with the February 2024 Workforce Reduction and 2024 Capital Efficiency Plan predominantly consisted of termination benefits for the terminated employees associated with the restructuring, continuation of benefits, outplacement costs, and professional services. No such restructuring charges or events were incurred in Fiscal 2025.

DEPRECIATION OF PROPERTY AND EQUIPMENT

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2024			2023
	2025			2024
Depreciation of property and equipment	$	~~451~~321		$	~~567~~451
Decrease over prior period	$	(~~116~~130	)
Decrease - percentage		(2029	)%
Percentage of net revenues		-	%		-	%

Depreciation costs for Fiscal ~~2024~~2025 decreased by ~~less than~~ $0.1 million to $0.53 million as compared to Fiscal ~~2023~~2024. The slight decrease was due to lower additions to property and equipment in Fiscal ~~2024~~2025 while additions from prior years became fully depreciated.

AMORTIZATION OF INTANGIBLE ASSETS

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2024			2023
	2025			2024
Amortization of intangible assets	$	3,~~834~~205		$	93,~~323~~834
Decrease over prior period	$	(~~5,489~~629	)
Decrease - percentage		(5916	)%
Percentage of net revenues		1	%		31	%

Amortization of intangible assets for Fiscal 2024 decreased by $5.5 million, or 59%, to $3.8 million as compared to Fiscal 2023. This decrease in amortization was a driven by the completed amortization of customer relationships associated with the Company's Fiscal 2017 acquisition of eNom. The amortization of the related assets was completed in January 2024. 46

~~Network~~Amortization ~~rights,~~of ~~brand~~intangible ~~and~~assets ~~customer~~for Fiscal ~~relationships~~2025 decreased by $0.6 ~~acquired~~million, inor ~~connection~~16%, ~~with~~to $3.2 ~~the~~million ~~following~~as ~~acquisitions~~compared ~~are~~to ~~amortized~~Fiscal on2024. aThis ~~straight-line~~decrease ~~basis~~was driven by ~~over~~the acompleted ~~range~~amortization of ~~two~~Tucows toDelaware ~~seven~~brand ~~years:~~assets ~~eNom~~acquired in ~~January~~Fiscal ~~2017~~2005, ~~Ascio~~ which was completed in March 2025. The decrease was furthered by the completed amortization of ~~2019~~customer relationships associated with the Company's Fiscal 2017 acquisition of Enom, ~~Cedar~~which was completed in January ~~2020~~2024, ~~and~~as ~~Simply~~well ~~Bits~~as disposition of select customer relationship assets in ~~November~~Cedar ~~2021~~Networks, acquired in Fiscal 2020.

Network rights, brand and customer relationships acquired in connection with the following acquisitions are amortized on a straight-line basis over a range of two to seven years: Enom in January 2017, Ascio in March 2019, Cedar in January 2020 and Simply Bits in November 2021.

GAIN ON DISPOSITION OF PROPERTY AND EQUIPMENT

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2025			2024
Gain on disposition of property and equipment	$	(5,882	)	$	-
Decrease over prior period	$	(5,882	)
Decrease - percentage		N/A	%
Percentage of net revenues		(2	)%		-	%

During Fiscal 2025, the Company recorded gains on disposition of property and equipment of $5.9 million. This was primarily driven by a $5.1 million gain related to the sale of Ting assets under construction and materials and supplies held for capital projects, and furthered by a $0.4 million gain on Ting vehicle sales. There were no such dispositions in Fiscal 2024.

OTHER INCOME (EXPENSES)

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2024			2023
	2025			2024
Other income (expense), net	$	(3643,~~861~~827	)	$	(3936,~~418~~861	)
Increase over prior period	$	2(6,~~557~~966	)
Increase - percentage		6(19	)%
Percentage of net revenues		1011	%		1210	%

45 Other income (expense) decreased by $7.0 million when compared to Fiscal 2024. The decrease in income was primarily driven by higher net interest expense, lower income earned on sale of Transferred Assets to EchoStar (as defined in "Note 17. Other Income (Expenses)" to the Consolidated Financial Statements), and lower other income. Net interest expense increased by $4.0 million, driven by the inclusion of $2.6 million interest expense associated with the 2023 and 2024 Term Notes, a $1.9 million increase due to lower interest expense capitalization associated with Fiber network assets under construction, a $1.2 million increase due to reduced money market fund interest income from falling interest rates, and a $1.0 million increase in interest expense associated with the Unit Purchase Agreement with Generate; partially offset by a $2.8 million decrease in interest expense related to the Credit Facility for the Tucows businesses excluding Ting due to the reduction in outstanding principal balance. Other Income decreased by $2.3 million due to a decrease in income earned on the sale of transferred assets to EchoStar as a result of normal churn, as expected. Other income also decreased by $0.6 million driven by the share of the current period impact in the Orange Domains equity-method investment.

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Other income (expense) increased by $2.6 million when compared to Fiscal 2023. The increase was primarily driven by the absence of loss on debt extinguishment, related to the make-whole premium paid to Generate following the redemption of Series A Preferred Units in the three months ended September 30, 2023. The increase was furthered by a slight increase in other income due to the inclusion of Orange Domains joint venture and sublease rental income received in the current period. The increase was partially offset by higher net interest expense as a result of the inclusion of interest associated with the 2023 and 2024 Term Notes, an increase due to the absence of interest rate swap contracts in the current period, and lower interest expense capitalization associated with Fiber network assets under construction; partially offset by reduction in interest related to the Credit Facility for the Tucows businesses excluding Ting and the inclusion of interest income following the execution of Ting's 2023 and 2024 Term Notes. Income earned on sale of Transferred Assets to EchoStar decreased as a result of legacy customers naturally churning, as expected.

INCOME TAXES

The following table presents our provision for income taxes for the periods presented:

(Dollar amounts in thousands of U.S. dollars)	Year ended December 31,
	2024			2023
	2025			2024
Provision for income taxes	$	78,~~986~~509		$	(67,~~873~~986	)
Increase in provision over prior period	$	~~14,859~~(523	)
Increase - percentage		~~(216~~7	)%
Effective tax rate		(813	)%		7(8	)%

Income taxes increased by $140.8 5 million and the effective tax rate, ~~decreased~~expressed ~~from~~as ~~7% to~~a ~~(8%)~~percentage ~~when~~of ~~compared~~the toloss ~~the~~before ~~year~~provision ~~ended~~for ~~December~~income 31taxes, ~~2023.~~changed ~~The~~from ~~change~~(8%) infor ~~effective~~the ~~tax~~year ~~rate~~ended isDecember ~~primarily due an increase in valuation allowance on net operating losses~~31, ~~which~~2024 ~~exceeded~~to ~~the~~(13%) ~~impact~~for ~~of existing reversible temporary differences when compared to~~ the ~~same~~year ~~period~~ended inDecember ~~the~~31, ~~prior year~~2025.

AFor ~~reconciliation~~the ofyear ~~the~~ended ~~federal~~December ~~statutory~~31, 2025, we recorded an income tax ~~rate~~expense toof ~~our~~$8.5 million (2024 - $8.0 million). Our effective tax rate isfor ~~set~~the ~~forth~~year inended ~~“Note~~December 931, –2025 ~~Income~~of ~~Taxes”~~(13%) ofdiffers from the ~~Notes~~federal tostatutory ~~the~~income ~~Consolidated~~tax ~~Financial~~rate ~~Statements~~of ~~included~~21%, primarily due to a net increase in ~~Part~~the ~~II,~~valuation ~~Item~~allowances 8related ofto ~~this~~deferred ~~Annual~~taxes ~~Report~~and tax owing on foreign earnings.

A reconciliation of the federal statutory income tax rate to our effective tax rate is set forth in “Note 9. Income Taxes” to the Consolidated Financial Statements.

ADJUSTED EBITDA

We believe that the provision of this ~~supplemental~~ non-GAAP ~~financial~~ measure allows investors to evaluate the operational and financial performance of our core business using similar evaluation measures to those used by management. We use Adjusted EBITDA to measure our performance and prepare our budgets. Since Adjusted EBITDA is a non-GAAP financial performance measure, our calculation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. Because Adjusted EBITDA is calculated before recurring cash charges, including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a liquidity measure. For liquidity measures, see the Consolidated Statements of Cash Flows ~~included~~and inthe ~~Part~~"Liquidity ~~II,~~and ~~Item~~Capital 8Resources" ofsection ~~this Annual Report~~below. Non-GAAP financial measures do not reflect a comprehensive system of accounting and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies and/or analysts and may differ from period to period. We endeavor to compensate for these limitations by providing the relevant disclosure of the items excluded in the calculation of Adjusted EBITDA to net income based on GAAP, which should be considered when evaluating the Company's results. Tucows strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure.

Our Adjusted EBITDA definition excludes provision for income tax, depreciation, amortization of intangible assets, asset impairment, interest expense (net), loss on debt extinguishment, accretion of contingent liabilities, stock-based compensation, gains and losses from unrealized foreign currency transactions, and costs that are one-time in nature and not indicative of ~~on-going~~ongoing performance (profitability), including acquisition and transition costs. Gains and losses from unrealized foreign currency transactions removes the unrealized effect of the change in the mark-to-market values on outstanding foreign currency contracts not designated in accounting hedges, as well as the unrealized effect from the translation of monetary accounts denominated in non-U.S. dollars to U.S. dollars.

The following table reconciles net income to Adjusted EBITDA:

Reconciliation of Income before Provision for Income Taxes to Adjusted EBITDA	Twelve months ended December 31,
Reconciliation of Net Loss to Adjusted EBITDA	Twelve months ended December 31,
(In Thousands of US Dollars)	2024			2023			2022
(In Thousands of U.S. Dollars)	2025			2024			2023
Net Income (Loss) for the period	$	(109,860	)	$	(96,197	)	$	(27,571	)
Net Loss for the period	$	(75,819	)	$	(109,860	)	$	(96,197	)
Less:
Provision for income taxes		78,~~986~~509			(67,~~873~~986	)		(~~217~~6,873	)
Depreciation of property and equipment		4041,~~323~~580			3640,~~431~~323			2836,~~187~~431
Impairment and loss on disposition of property and equipment		19,167			4,822			553
Impairment of property and equipment		11,533			19,167			4,822
Amortization of intangible assets		5,297			10,829			11,394
Loss (gain) on disposition of property and equipment		(5,882	)		-
Interest expense, net		51,275			41,771			14,456
Amortization of intangible assets		4,667			5,297			10,829
Loss on debt extinguishment		-			14,680			-
Interest expense, net		55,274			51,275			41,771
Accretion of contingent liability		-			-			248
Loss on debt extinguishment		-			-			14,680
Stock-based compensation		7,021			8,134			7,599
Accretion of contingent liability		-			-			-
Stock-based compensation		7,139			7,021			8,134
Unrealized loss (gain) on change in fair value of foreign currency forward contracts		-			-			-
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities		(~~168~~391	)		(62168	)		~~281~~(62	)
Acquisition and other costs1		133,~~876~~988			113,~~916~~876			21,~~660~~916
Adjusted EBITDA	$	3450,~~917~~598		$	1534,~~451~~917		$	3715,~~590~~451

1 Acquisition and other costs represent transaction-related expenses, and transitional expenses~~, such as redundant post-acquisition expenses~~. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.

46 Adjusted EBITDA for the year ended December 31, 2025 increased by $15.7 million, or 45% to $50.6 million when compared to the year ended December 31, 2024. The increase in Adjusted EBITDA was primarily driven by the Ting, Tucows Domains, and Wavelo segments. Adjusted EBITDA attributable to the Ting segment, which excludes the restructuring impacts of the February 2024 Workforce Reduction and 2024 Capital Efficiency Plan, improved by $16.3 million, primarily driven by subscriber growth across the markets we serve, recognition of previously deferred contract liabilities for new construction, the reduction in spend across sales and marketing activities, and reduced personnel costs due to the savings realized from the execution of the 2024 Capital Efficiency Plan, and to a lesser extent, the February 2024 Workforce Reduction. Adjusted EBITDA attributable to the Tucows Domains segment increased by $4.3 million from strong expiry and wholesale results through the current period. Adjusted EBITDA attributable to the Wavelo segment increased $3.7 million, primarily driven by the recognition of incremental revenues from both existing and new customers. These increases in Adjusted EBITDA were partially offset by a decrease in Mobile Services and eliminations contribution of $8.6 million, primarily from increasing MNO minimum purchase obligation related penalties and a decrease in income earned on sale of Transferred Assets to EchoStar; partially offset by reduced personnel costs with the execution of the 2024 Capital Efficiency Plan.

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Segment Adjusted EBITDA for the year ended December 31, 2024 increased by $19.4 million, or 125% to $34.9 million when compared to the year ended December 31, 2023. The increase in segment Adjusted EBITDA from period-to-period was primarily driven by increases in Ting, Wavelo, and Tucows Domains. Ting contribution, which excludes the restructuring impact of the February 2024 workforce reduction and 2024 Capital Efficiency Plan, increased $21.6 million, primarily driven by subscriber growth across the markets we serve as well, the reduction in spend across sales and marketing activities, and reduced personnel costs due to the execution of the Capital Efficiency Plan. The Wavelo contribution increased $3.2 million primarily driven by increased platform revenues earned from the increased level of EchoStar subscribers on the platform throughout Fiscal 2024, compared to prior year where migrations of EchoStar subscribers were still occurring. Tucows Domains contributions increased by $1.8 million from strong wholesale, expiry, and portfolio sales through the current period, as well as the inclusion of Orange Domains joint venture. These increases in segment Adjusted EBITDA were partially offset by decreases across Mobile Services and eliminations. Mobile Services and eliminations contributions decreased $7.2 million primarily from the decrease in income earned on sale of Transferred Assets to EchoStar, increasing MNO minimum purchase obligations, as well as increased professional services fees; partially offset by reduced personnel costs due to the execution of the Capital Efficiency Plan.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, ~~2024~~2025, our cash and cash equivalents balance decreased $3510.81 million, ~~our~~restricted cash included in funds held by trustee ~~balance~~ increased by $1.0.7 million, and our secured notes reserve funds balance increased by $30.15 million, respectively, when compared to December 31, ~~2023~~2024. The decrease in our cash balance was primarily driven by $~~56.~~5 .8 million ~~for~~from ~~the~~cash ~~continued~~used ~~investment~~ in ~~property~~operating ~~and~~activities, ~~equipment~~$5.0 million ~~primarily~~related ~~driven~~to bythe ~~Ting~~repayment ~~Internet~~of ~~expansion~~the ~~and~~2023 ~~both~~Credit ~~Wavelo and Domains platforms~~Facility, $190.7 4 million ~~from cash used~~ in ~~operating~~financing ~~activities,~~costs ~~$16.5 million~~ related to the ~~repayment~~extension of the 2023 Credit Facility, $217.01 million ~~related~~for additions to ~~deferred~~property ~~notes~~and ~~payable financing costs~~equipment, and $0.62 million related to the acquisition of intangible assets. These uses of cash were partially offset by $6319.~~0 million proceeds from the issuance of additional notes payable for Ting Internet (as defined in "Note 8 - Notes Payable") and $0.~~5 million ~~from~~ proceeds on disposal of property and equipment.

As of December 31, 2025, our total current liabilities increased by $130.6 million to $330.4 million when compared to December 31, 2024.

This was primarily the result of the reclassification of the redeemable preferred units of $137.0M to current liabilities following the Return Breach and Trigger Event asserted by Generate in December 2025 as outlined in "Note 13. Redeemable Preferred Units" to the Consolidated Financial Statements. This reclassification reflects the possibility that Generate could make a Redemption Request; however, as of the date of this report, no such request has been submitted. Ting operates as a bankruptcy-remote subsidiary, and its indebtedness has no recourse to Tucows Inc. or its other subsidiaries.

Contract liabilities, current portion, decreased $4.1 million to $131.6 million. Contract liabilities represent amounts billed to customers in advance for domain registrations and other services that will be recognized as revenue over future service periods. Associated deferred costs of fulfillment, current portion are presented in current assets and similarly decreased by $4.3 million to $97.2 million.

Excluding these amounts, total current liabilities decreased by $2.3 million to $61.9 million, driven by a $1.2 million decrease in our foreign currency derivative liability associated with our foreign currency hedge, and other working capital movements.

2024 Ting Securitized Financing Facility

On August 20, 2024, the Company through its wholly owned subsidiaries, including Ting, entered into a definitive agreement relating to a securitized financing facility related to a privately placed securitized transaction. On the closing date, Ting issued (i) $55,000,000 of its 5.63% Secured Fiber Revenue Notes, Series 2024-1, Class A-2 (the “2024 Class A-2 Notes”), (ii) $8,000,000 of its 6.85% Secured Fiber Revenue Notes, Series 2024-1, Class B (the “2024 Class B Notes”) and (iii) $16,000,000 initial principal amount of 9.15% Secured Fiber Revenue Notes, Series 2024-1, Class C (the “2024 Class C Notes” and together with the 2024 Class A-2 Notes and the 2024 Class B Notes, the “2024 Term Notes”).

The offering was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Subject to certain limitations, the 2024 Notes are secured by certain of the Company’s revenue-generating assets, consisting principally of the Securitized Assets, that are owned by certain other limited-purpose, bankruptcy-remote, wholly owned indirect subsidiaries of the Company (collectively, the “Securitization Entities”) that act as guarantors under the Base Indenture.

The 2024 Term Notes were issued under the Base Indenture, dated as of May 4, 2023 (as supplemented by the Base Indenture Supplement No. 1, dated as of November 10, 2023), by and between the Issuer, the asset parties party thereto and Citibank, N.A., as trustee (in such capacity, the “Indenture Trustee”) and securities intermediary and a series supplement to the Base Indenture dated as of the Closing Date (the “Series 2024-1 Supplement”), by and among the Issuer, the asset parties party thereto and the Indenture Trustee. The Base Indenture and the Series 2024-1 Supplement will allow the Issuer to issue additional series of notes in the future, subject to certain conditions set forth therein.

Interest payments on the 2024 Term Notes are payable on a monthly basis. The legal final maturity date of the 2024 Term Notes is in August of 2054, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment date of the 2024 Term Notes will be in August 2029. If the Issuer has not repaid or refinanced the 2024 Term Notes prior to the anticipated repayment date, additional interest will accrue on the 2024 Term Notes in an amount equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of the following exceeds the original interest rate of such 2024 Term Note (i) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on such anticipated repayment date of the United States Treasury Security having a term closest to 10 years, plus (ii) 5.00%, plus (iii) ~~(x)~~ for the 2024 Class A-2 Notes, 2.00% , ~~(y)~~ for the 2024 Class B Notes, 3.25%, ~~and (z)~~ for the 2024 Class C Notes, 7.00%. Please see the discussion in the Material Cash Requirements section below.

2023 Credit Facility

The 2023 Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. The 2023 Credit Agreement requires that the Company comply with certain customary non-financial covenants and restrictions. In addition, the Company has agreed to comply with the following financial covenants: (1) a leverage ratio by maintaining at all times a Total Funded Debt to Adjusted EBITDA Ratio of not more than (i) 4. 50:1:00 at any time from and after the Closing Date to and including December 30, 2023; (ii) 4.25:1:00 from December 31, 2023 to and including March 30, 2024; (iii) 4.00:1.00 from March 31, 2024 to and including June 29, 2024; and (iv) 3.75:1.00 thereafter; and (2) an interest coverage ratio by maintaining as of the end of each rolling four financial quarter period, an Interest Coverage Ratio (as defined in the 2023 Credit Agreement) of not less than 3.00:1.00. As at December 31, 2024, the Company's leverage ratio was 3.26:1.00 and Interest Coverage Ratio was 3.50:1.00.

47 On September 8, 2025, the Borrowers entered into a one-year Extension Agreement (the "Extension Agreement"). The Extension Agreement extends the term of the 2023 Credit Agreement through September 22, 2027. The material terms of the 2023 Credit Agreement remain unchanged; however, the Extension Agreement amends certain definitions relating to the treatment of specified expenses in the calculation of Adjusted EBITDA for purposes of the Total Funded Debt to Adjusted EBITDA Ratio financial covenant. In connection with the Extension Agreement, the Company incurred $0.4 million of fees paid to the Lenders. These fees have been reflected as reduction to the carrying amount of the loan payable and will be amortized over the extended term to September 2027.

~~Table~~The 2023 Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of ~~Contents~~ default. The 2023 Credit Agreement requires that the Company comply with certain customary non-financial covenants and restrictions. In addition, the Company has agreed to comply with the following financial covenants: (1) a leverage ratio by maintaining at all times a Total Funded Debt to Adjusted EBITDA Ratio of not more than 3.75:1:00; and (2) an interest coverage ratio by maintaining as of the end of each rolling four financial quarter period, an Interest Coverage Ratio (as defined in the 2023 Credit Agreement) of not less than 3.00:1.00. As of December 31, 2025, the Company's leverage ratio was 3.12:1.00 and Interest Coverage Ratio was 4.17:1.00.

~~Third~~During ~~Amended 2019~~Fiscal 2025, the Company made net repayments of $5.0 million towards the 2023 Credit Facility. The Company ended December 31, 2025 with a remaining principal balance of $190.4 million, for which the required repayment is due in 2027.

InAs ~~connection with entering into the 2023 Credit Agreement, on September 22, 2023, the Company paid off the principal balance, including accrued interest thereon,~~ of ~~the~~December ~~revolving loans outstanding under the Third Amended and Restated Credit Agreement (the “RBC Credit Agreement”)~~31, ~~dated as of August 8~~2025, ~~2022, as amended, by and among~~ the Company, ~~certain~~held ~~subsidiaries~~contracts ofin the ~~Company~~amount ~~as borrowers, certain other subsidiaries~~ of $27.2 ~~the~~million ~~Company~~with asBMO ~~guarantors,~~to ~~Royal~~trade ~~Bank~~U.S. ofdollars ~~Canada,~~in asexchange ~~administrative~~for ~~agent~~Canadian ~~(“RBC”),~~dollars ~~and~~under ~~the~~an ~~lenders~~uncommitted ~~party~~treasury ~~thereto,~~risk ~~pursuant~~management tofacility which ~~Tucows’~~assists ~~prior credit facility that provided~~ the ~~Borrowers~~Company with ahedging ~~$240~~Canadian ~~million~~dollar ~~revolving~~exposures. Please ~~credit~~see ~~facility (~~the ~~"2019~~discussion ~~Credit~~in ~~Facility"). The RBC Credit Agreement automatically terminated upon~~ the ~~receipt~~Material byCash ~~RBC~~Requirements ofsection ~~certain backstop letters of credit to be delivered by BMO~~below.

During Fiscal 2024, the Company made net repayments of $16.5 million towards the 2023 Credit Facility and the previous facility. The Company ended December 31, 2024 with a remaining principal balance of $195.4 million, for which the required repayment is due in 2026.

As of December 31, 2024, the Company held contracts in the amount of $29.4 million with BMO to trade U.S. dollars in exchange for Canadian dollars under an uncommitted treasury risk management facility which assists the Company with hedging Canadian dollar exposures. Please see the discussion in the Material Cash Requirements section below.

Cash Flow from Operating Activities

Year ended December 31, ~~2024~~2025

Net cash ~~inflows (~~outflows) from operating activities ~~were (~~during Fiscal 2025 totaled $195.7) 8 million, ~~a decrease of (310%) when~~ compared to ~~the~~net ~~prior year. After adjusting for non-~~cash ~~charges,~~outflows ~~the Company reported a net loss~~ of ($2319.7) million ~~during~~in ~~Fiscal~~the ~~2024~~prior year, reflecting a ~~decrease of (38~~71%) ~~when~~decrease. ~~compared~~Net toloss ~~the~~was ~~prior year~~$75.8 ~~Net~~million, ~~income~~and included non-cash charges and recoveries of $8677.~~1 million~~9 million including depreciation, ~~impairment of property~~ and ~~equipment~~amortization, accretion of redeemable preferred units, ~~stock-based~~ ~~compensation, amortization~~impairment of ~~intangible~~property ~~assets, amortization of debt discount~~ and ~~issuance costs~~equipment, ~~deferred~~ ~~income~~stock-based ~~taxes (recovery)~~compensation, loss (gain) on disposal of assets, ~~net~~ amortization of ~~contract~~debt ~~costs,~~discount ~~loss~~and onissuance ~~disposal of domain names~~costs, ~~undistributed earnings of equity method investee,~~ and ~~net~~deferred ~~right~~income oftaxes ~~use~~(recovery). ~~operating~~This ~~asset~~was oroffset ~~liability.~~by ~~In addition,~~ changes in our working capital, ~~contributed~~which toresulted in a net cash ~~inflow~~ outflow of $415.0 3 million. ~~Positive~~from ~~contributions~~cash ofutilization of $1619.4 2 million ~~from~~driven ~~movements in~~by ~~contract~~prepaid ~~liabilities,~~expenses ~~inventory~~and deposits, accounts payable and accrued liabilities, contract ~~asset,~~liabilities and accounts receivable,; ~~prepaid~~partially ~~expenses~~offset ~~and~~by ~~deposits,~~positive ~~and~~contributions ~~accreditation~~of ~~fees~~$3.9 ~~payable,~~million from movements in deferred costs of fulfillment. ~~were~~This impact was partially offset by ~~utilized~~changes ~~cash~~from other operating assets and liabilities of $127.5 million, ~~from~~including ~~the~~ changes in ~~deferred~~contract ~~costs~~assets, ~~of fulfillment~~inventory, ~~accounts~~income ~~payable~~taxes recoverable, customer deposits, and ~~income~~accreditation ~~taxes~~fees ~~recoverable~~payable.

Cash Flow from Financing Activities

Year ended December 31, ~~2024~~2025

Net cash ~~inflows~~outflows from financing activities during Fiscal ~~2024~~2025 totaled $~~44.~~5.4 million, as compared to net cash inflows of $~~178~~44.8 5 million ~~during~~in ~~Fiscal~~the prior year, reflecting a $49.9 million year-over-year change ~~2023~~ . Total cash ~~inflows~~outflows were driven by $635.0 million related ofto ~~proceeds from~~ the ~~issuance~~repayment of ~~notes~~the ~~payable and~~syndicate ~~less~~revolver ~~than~~and $0.14 million ~~from proceeds received on exercise of~~ ~~stock options. These cash inflows were partially offset by $16.5 million~~ related to the ~~repayment of the~~ syndicate revolver, $2issued.~~0 million~~ ~~from~~These ~~deferred~~were ~~notes~~partially ~~payable~~offset ~~financing~~cash ~~costs,~~inflows ~~and~~ of less than $0.1 million ~~related~~from toproceeds ~~the~~received ~~syndicate~~on ~~revolver~~exercise ~~issued~~of stock options.

Cash Flow from Investing Activities

Year ended December 31, ~~2024~~2025

~~Investing~~Net cash inflows from investing activities during the Fiscal ~~2024~~2025 ~~used~~totaled $2.2 million, compared to net cash outflows of $56.5 million asin ~~compared~~the toprior ~~using~~ year, reflecting a $9258.67 million ~~during~~year-over-year ~~Fiscal 2023~~change. Total cash ~~outflows~~inflows were driven by $5619.5 million of proceeds on disposal of property and equipment. These were offset by $17.1 million cash outflows related to the investment in property and equipment, primarily to support the continued expansion of our Ting Internet Fiber network footprints in Colorado, North Carolina, ~~California,~~ and ~~Virginia as we seek to extend both our current network and expand to new markets~~California, as well as $0.62 million for the acquisition of other intangible assets. ~~These cash outflows were partially offset by $0.5 million of proceeds on disposal of property and equipment.~~

Material Cash Requirements

At December 31, ~~2024~~2025, the Company's cash and cash equivalents, restricted cash and secured notes reserve funds balances totaled $7364.2 million, of which $6141.73 million belonged to Ting and $1122.5 9 million belonged to the other Tucows businesses. Of the $41.3 million which belonged to Ting, $5.3 million is restricted cash and $12.2 million is restricted cash in secured notes reserve funds.

In our ~~2023~~2024 Annual Report, we disclosed our material cash requirements of both the Ting segment ~~and~~as ~~Tucows~~well ~~businesses~~as the other segments excluding Ting. As of December 31, ~~2024~~2025, ~~aside~~other ~~from~~than the items mentioned below, there have been no other material changes to our material cash requirements outside the ordinary course of business.

Ting

As of December 31, ~~2024~~2025, the balance owing on the Unit Purchase Agreement was $~~122~~137.20 million ("Note 13. - Redeemable ~~preferred~~Preferred ~~units~~Units" ~~of the Notes~~ to the Consolidated Financial Statements ~~included in Part I, of this report~~). On May 4, 2023, Tucows, through its indirect and wholly owned subsidiaries, including Ting Fiber, LLC entered into a definitive agreement relating to a securitized financing facility where Ting Issuer LLC, a Delaware limited liability company, issued the 2023 Term Notes for a total value of $238.5 million and 2024 Term Notes for a total value of $63.0 million ("Note 78. - Notes Payable" ~~of the Notes~~ to the Consolidated Financial Statements ~~included in Part I, of this report~~). ~~The combination of these agreements is expected to fund Ting operations through Fiscal 2025.~~

48 As of December 31, 2025, Ting had not paid the preferred return due under the Unit Purchase Agreement to Generate for three consecutive quarters amounting to $14.7 million in the aggregate. The unpaid interest for these quarters has been treated as payment-in-kind ("PIK") and added to the outstanding balance of the redeemable preferred units. On December 1, 2025, Ting received written notice from Generate asserting that a Return Breach and a Trigger Event had occurred as a result of Ting's failure to pay quarterly preferred return for two consecutive quarters, and Generate reserved its rights to pursue certain remedies as described in "Note 13. Redeemable preferred units" to the Consolidated Financial Statements.

~~Table~~Ting ofundertook ~~Contents~~ workforce reductions on February 7, 2024 and October 30, 2024, which aimed to reduce Ting’s workforce by 13% and 42%, respectively. Both plans were designed to lower year-over-year operating expenses by streamlining operations, reducing capital activities and reducing operating expenses within the Ting operating segment.

Ting ~~committed~~incurred toa ~~workforce~~net ~~reductions~~loss onof ~~February~~$89.8 million and $121.7 million for the year ended December 31, ~~2024~~2025 and ~~October~~the 30year ended December 31, 2024, ~~which~~respectively. ~~aimed~~At toDecember ~~reduce~~31, 2025, Ting’s ~~workforce~~had by$23.8 million ~~13%~~in unrestricted cash and ~~42%~~cash equivalents, ~~respectively~~$3.6 million ~~Both~~in ~~plans~~accounts ~~were~~receivable, ~~designed~~$1.2 tomillion ~~lower~~in ~~year-over-year~~accounts ~~operating~~payable ~~expenses~~and by$8.7 ~~streamlining~~million ~~operations~~in accrued liabilities. At December 31, ~~reducing~~2025, ~~capital~~Ting’s ~~activities~~long-term liabilities included $291.6 million payable on the 2023 and ~~reducing~~2024 ~~operating~~Term ~~expenses~~Notes. Ting's ~~within~~current liabilities included $137.0 million payable on the Redeemable Preferred Units. Ting incurred an operating ~~segment~~cash flow deficit of $32.2 million and $49.9 million for the year ended December 31, 2025 and the year ended December 31, 2024, respectively. Ting has scheduled interest payments of $20.1 million in the twelve months following December 31, 2025.

Given the ongoing capital needs of Ting, ~~incurred~~the Company commenced a ~~net~~process ~~loss~~to ofreview ~~$121~~strategic alternatives for the Ting business during 2025.7 ~~million~~Ting ~~and~~may ~~$120~~not be able to meet its financial obligations over the twelve months following the issuance of this Annual Report without additional financing.1 ~~million~~Ting ~~for~~has historically relied on the ~~year~~proceeds ~~ended December~~from ~~31,~~its Redeemable Preferred Units as well as its 2023 and 2024 Term Notes to fund its operations and the ~~year~~expansion ~~ended~~of ~~December~~the ~~31,~~Ting ~~2023,~~Fiber ~~respectively~~Internet footprint. AtTing ~~December~~currently ~~31,~~has ~~2024,~~limited ~~Ting~~capacity ~~had~~to ~~$45~~expand its borrowings under the Base Indenture.4 ~~million~~Ting's inability ~~unrestricted~~to ~~cash~~obtain ~~and~~additional ~~cash~~financing ~~equivalents,~~if ~~$1.2~~required ~~million~~will inbe ~~accounts~~subject ~~receivable~~to a number of factors, ~~$1.2~~including ~~million~~market inconditions, ~~accounts~~our ~~payable~~operating performance and ~~$15~~investor sentiment.8 ~~million~~If inwe ~~accrued~~are ~~liabilities.~~unable Atto ~~December~~raise 31additional capital when required or on acceptable terms or complete a sale transaction, ~~2024~~we may have to consider other alternatives to raise capital or significantly restrict our operations or obtain funds by entering into agreements on unattractive terms, ~~Ting’s~~which ~~long-term~~would ~~liabilities~~likely ~~included~~have ~~$287.6~~a ~~million~~material ~~payable~~adverse effect on ~~the~~our ~~2023~~business, stock price and ~~2024~~our ~~Term~~relationships ~~Notes~~with third parties with whom we have business relationships, asat ~~well~~least asuntil ~~$122.2 million~~additional onfunding ~~the~~is ~~Redeemable~~obtained, ~~Preferred~~and ~~Units~~which could result in additional dilution to our stockholders. If we do not have sufficient funds to continue operations, Ting ~~incurred~~could anbe ~~operating~~required ~~cash~~to ~~flow~~seek ~~deficit~~bankruptcy protection or other alternatives that would likely result in our stockholders losing some or all of ~~$49.9~~their ~~million~~investment ~~and~~in ~~$41~~us.7 ~~million~~Any ~~for~~such bankruptcy of Ting would not trigger cross-defaults under the ~~year~~2023 ~~ended~~Credit ~~December~~Facility. ~~31,~~Ting ~~2024~~operates as a bankruptcy-remote entity and its debt has no recourse to the ~~year~~Company. ~~ended~~Accordingly, ~~December~~the 31Company's direct financial exposure to Ting is limited to certain employee severance and termination benefits, ~~2023~~contractual guarantees, ~~respectively.~~termination ~~Ting~~or ~~has~~exit ~~scheduled~~costs, ~~interest~~and ~~payments~~professional ofservice ~~$39.2~~and advisory fees associated with services ~~million~~provided inat the ~~twelve~~corporate ~~months~~level, ~~following~~as ~~December~~disclosed ~~31,~~in ~~2024~~"Note 19. Commitments and Contingencies" to the Consolidated Financial Statements.

Ting may not be able to meet its financial obligations over the twelve months following December 31, 2024 without additional financing. Ting has historically relied on the proceeds from its Redeemable Preferred Units as well as its 2023 and 2024 Term Notes to fund its operations and the expansion of the Ting Fiber Internet footprint. Ting currently has limited capacity to expand its borrowings under the Base Indenture and it is uncertain whether Ting will be able to access additional Milestone Funding under the Redeemable Preferred Unit facility. Our ability to obtain additional financing if required will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly restrict our operations or obtain funds by entering into agreements on unattractive terms, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained, and which could result in additional dilution to our stockholders. If we do not have sufficient funds to continue operations, Ting could be required to seek bankruptcy protection or other alternatives that would likely result in our stockholders losing some or all of their investment in us. 52

Tucows Businesses Excluding Ting

Tucows businesses excluding Ting, acquisitions and capital investments have been funded by the Company's operating income and the Company's existing 2023 Credit Agreement. As of December 31, ~~2024~~2025, the Company’s 2023 Credit Facility had an outstanding balance of $~~195~~190.4 million. Tucows businesses excluding Ting make principal repayments from time to time.

For Fiscal ~~2025~~2026, the Company plans to fund the cash requirements of Tucows businesses excluding Ting solely through operating income, while making discretionary loan repayments to create greater operating flexibility and access to additional financing.

In the long-term, Tucows businesses excluding Ting may seek additional financing to accelerate the growth of our Tucows Domains or Wavelo ~~business~~businesses, repurchase shares or future acquisitions. The Company's 2023 Credit Facility, which was renewed in 2025, expires on September 3022, ~~2026~~2027 and the Company will be required to refinance the 2023 Credit Facility once it becomes due.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We develop products in Canada and sell these services in North America and Europe. Our sales are primarily made in U.S. dollars, while a major portion of our expenses are incurred in Canadian dollars. Our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Our interest income is sensitive to changes in the general level of Canadian and U.S. interest rates, particularly since the majority of our investments are in short-term instruments. Based on the nature of our short-term investments, we have concluded that there is no material interest rate risk exposure as of December 31, ~~2024~~2025.

We are also subject to market risk exposure related to changes in interest rates under our 2023 Credit Agreement. Changes in interest rates will impact our borrowing cost. However, fluctuations in interest rates are beyond our control. We will continue to monitor and assess the risks associated with interest expense exposure and may act in the future to mitigate these risks.

Although our functional currency is the U.S. dollar, a substantial portion of our fixed expenses are incurred in Canadian dollars. Our policy with respect to foreign currency exposure is to manage financial exposure to certain foreign exchange fluctuations with the objective of neutralizing some of the impact of foreign currency exchange movements. Exchange rates are, however, subject to significant and rapid fluctuations, and therefore we cannot predict the prospective impact of exchange rate fluctuations on our business, results of operations and financial condition. Accordingly, we have entered into foreign exchange forward contracts to mitigate the exchange rate risk on portions of our Canadian dollar exposure.

As of December 31, ~~2024~~2025, we had the following outstanding foreign exchange forward contracts to trade U.S. dollars in exchange for Canada dollars:

Maturity date (Dollar amounts in thousands of U.S. dollars)	Notional amount of U.S. dollars		Weighted average exchange rate of U.S. dollars		Fair value
January - March 2025	$	18,218		1.3697	$	(812	)
January - March 2026	$	14,248		1.3609	$	(61	)
April - June 2025		11,181		1.3692		(458	)
April - June 2026		12,933		1.3609		(13	)
	$	2927,~~399~~181		1.~~3695~~3609	$	(~~1,270~~75	)

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As of December 31, 2025, the Company had $27.2 million of outstanding foreign exchange forward contracts which will convert to CDN $37.0 million. Of these contracts, $27.2 million met the requirements for hedge accounting.

As of December 31, 2024, the Company had $29.4 million of outstanding foreign exchange forward contracts which will convert to CDN $40.3 million. Of these contracts, $29.4 million met the requirements for hedge accounting.

AsWe ofhave performed a sensitivity analysis model for foreign exchange exposure during the year ended December 31, ~~2023,~~2025. ~~the~~The ~~Company~~analysis ~~had~~used ~~$61~~a modeling technique that compares the U.~~4 million~~S. dollar equivalent of ~~outstanding~~all expenses incurred in Canadian dollars, at the actual exchange rate, to a hypothetical 10% adverse movement in the foreign currency exchange ~~forward~~rates ~~contracts~~against ~~which~~the ~~will~~U.S. ~~convert~~dollar, towith ~~CDN~~all ~~$84~~other variables held constant.1 ~~million~~Foreign currency exchange rates used were based on the market rates in effect during the year ended December 31, 2025. OfThe ~~these~~sensitivity ~~contracts~~analysis indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a decrease in net income for the year ended December 31, 2025 of approximately $615.45 million, ~~met~~before the ~~requirements~~effects ~~for~~of hedging. We will continue to monitor and assess the risk associated with these exposures and may take additional actions in the future to hedge ~~accounting~~or mitigate these risks.

WeCredit have performed a sensitivity analysis model for foreign exchange exposure during the year ended December 31, 2024. The analysis used a modeling technique that compares the U.S. dollar equivalent of all expenses incurred in Canadian dollars, at the actual exchange rate, to a hypothetical 10% adverse movement in the foreign currency exchange rates against the U.S. dollar, with all other variables held constant. Foreign currency exchange rates used were based on the market rates in effect during the year ended December 31, 2024. The sensitivity analysis indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a decrease in net income for the year ended December 31, 2024 of approximately $6.4 million, before the effects of hedging. We will continue to monitor and assess the risk ~~associated with these exposures and may take additional actions in the future to hedge or mitigate these risks.~~

Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents, marketable securities, foreign exchange contracts and accounts receivable. Our cash, cash equivalents and short-term investments are in high-quality securities placed with major banks and financial institutions whom we have evaluated as highly creditworthy, and commercial paper. Similarly, we enter into our foreign exchange contracts with major banks and financial institutions. With respect to accounts receivable, we perform ongoing evaluations of our customers, generally granting uncollateralized credit terms to our customers, and maintaining expected credit losses based on historical experience and our expectation of future losses.

Interest rate risk

Our exposure to interest rate fluctuations relate primarily to the 2023 Credit Agreement.

As of December 31, ~~2024~~2025, we had an outstanding balance of $~~195~~190.4 million on the 2023 Credit Facility. The 2023 Credit Agreement added SOFR Loans as a form of advance available under the 2023 Credit Facility to replace LIBOR Rate Advances, and such SOFR Loans may bear interest based on Adjusted Daily Simple SOFR (defined to be the applicable SOFR rate published by the Federal Reserve Bank of New York plus 0.10% per annum subject to a floor of zero) or Adjusted Term SOFR (defined to be the applicable SOFR rate published by CME Group Benchmark Administration Limited plus 0.10% for one-month, 0.15% for three-months, and 0.25% for six-months per annum). As of December 31, ~~2024~~2025, an adverse change of ~~100~~one ~~bps~~percent on the interest rate would have the effect of increasing our annual interest payment on the 2023 Credit Agreement by approximately $21.09 million, assuming that the loan balance as of December 31, ~~2024~~2025 is outstanding for the entire period.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements and supplementary data required by this item are attached to this Annual Report beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the ~~Securities~~ Exchange Act ~~of 1934 (the “Exchange Act”)~~, management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this annual report, our chief executive officer and chief financial officer concluded that, as of December 31, ~~2024~~2025, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~accounting principles generally accepted in the United States of America~~ GAAP and includes those policies and procedures that:

● Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with ~~accounting~~GAAP ~~principles generally accepted in the United States of America~~ ● Provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, such as resource constraints, human error, lack of knowledge or awareness and the possibility of intentional circumvention of these controls, internal control over financial reporting may not prevent or detect misstatements. Furthermore, the design of any control system is based, in part, upon assumptions about the likelihood of future events, for which assumptions may ultimately prove to be incorrect. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025. In making this assessment, our management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the results of our evaluation, management has determined that our internal control over financial reporting was effective as of December 31, ~~2024~~2025.

~~Remediation~~Deloitte ofLLP ~~Material~~("Deloitte"), ~~Weaknesses~~our inindependent ~~Internal~~registered ~~Control~~public ~~Over~~accounting firm, has audited our Consolidated Financial ~~Reporting~~Statements and expressed an unqualified opinion thereon. Deloitte has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025. These reports are set forth at the beginning of Part II, Item 8 of this Annual Report on Form 10-K.

The material weaknesses that were previously disclosed as of December 31, 2023 were remediated as of December 31, 2024. See “Item 9A. Controls and Procedures - Management's Annual Report on Internal Control over Financial Reporting” and “Item 9A. Controls and Procedures - Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting” contained in the Company's report on Form 10K for the fiscal year ended December 31, 2023 and “Item 4. Controls and Procedures” contained in the Company's subsequent quarterly reports on Form 10-Q during 2024, for disclosure of information about the material weaknesses that were reported as a result of the Company's annual assessment as of December 31, 2023 and the remediation plan for those material weaknesses. As disclosed in the quarterly reports on Form 10-Q for the first three quarters of 2024, the Company has monitored the controls necessary to remediate the material weaknesses. Affected controls have been addressed and additional compensating controls added, as appropriate, to address the material weaknesses. As of December 31, 2024, such controls were successfully tested and the material weaknesses were remediated. The Company continues to refine its control environment on an ongoing basis.

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Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the fiscal year ended December 31, ~~2024~~2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting~~, other than continued monitoring of the controls implemented to remediate the material weaknesses disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023~~.

ITEM 9B. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended December 31, ~~2024~~2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Robin~~Laurenz ~~Chase~~Nienaber Chair of the Board ~~since September 2021~~ and Director since ~~October~~May ~~2014~~2025

~~Robin~~Laurenz ~~Chase,~~Malte 66Nienaber, 36, is athe ~~transportation~~Founder ~~entrepreneur. She is co-founder~~ and ~~former~~Managing ~~CEO~~Director of ~~Zipcar~~LMN Capital GmbH, ~~founded~~established in ~~2000,~~2019. ~~the~~He ~~world’s~~has ~~leading~~held ~~car~~significant ~~sharing~~leadership ~~network;~~roles, asand ~~well~~has asserved ~~co-founder~~on ofvarious ~~Veniam,~~supervisory ~~founded~~boards. ~~in 2012~~Notably, ahe ~~network~~was ~~company~~Deputy ~~that~~Chairman ~~moves terabytes~~ of ~~data~~the ~~between~~Supervisory ~~vehicles~~Board ~~and~~at ~~the~~EQS ~~cloud.~~Group InAG ~~2019,~~from ~~she~~2018 ~~co-founded~~to ~~her~~2024 ~~first~~and ~~nonprofit,~~a ~~NUMO,~~member aof ~~global~~the ~~alliance~~Supervisory toBoard ~~channel~~at ~~the~~AlarmForce ~~opportunities~~Industries ~~presented~~in by2017. ~~new~~His ~~urban~~experience ~~mobility~~also ~~technologies~~includes toworking ~~build~~as ~~cities~~an ~~that~~Investment ~~are~~Professional ~~sustainable~~at ~~and~~Investmentaktiengesellschaft ~~just.~~für ~~Her~~langfristige ~~book~~Investoren ~~is Peers~~TGV ~~Inc:~~from ~~How~~2014 ~~People~~to 2019 and ~~Platforms~~as ~~are~~a ~~Inventing~~Consulting ~~the~~Analyst ~~Collaborative~~at ~~Economy~~Roland ~~and~~Berger ~~Reinventing~~Strategy ~~Capitalism~~Consultants in 2012.

~~In addition to Ms~~Mr. ~~Chase’s~~Nienaber ~~position~~holds asa ~~Chair~~Master of ~~the~~Science ~~Tucows~~in ~~Board,~~Finance ~~she sat on the board of World Resources Institute~~ from ~~2009 to 2022, and served on~~ the ~~Dutch~~Rotterdam ~~multinational~~School ~~DSM’s Sustainability Advisory Board from 2016 to 2023. In the past, she served on the boards~~ of ~~Veniam~~Management and ~~the~~a ~~Massachusetts~~Bachelor ~~Department~~ of ~~Transportation,~~Science ~~the~~in ~~French~~Information ~~National~~Management ~~Digital~~from ~~Agency,~~ the ~~National~~Frankfurt ~~Advisory~~School ~~Council for Innovation & Entrepreneurship for the US Department~~ of ~~Commerce,~~Finance ~~the~~and ~~Intelligent~~Management. He ~~Transportations~~resides ~~Systems~~in ~~Program Advisory Committee for the US Department of Transportation~~Munich, ~~the OECD’s International Transport Forum Advisory Board, the Massachusetts Governor’s Transportation Transition Working Group, and Boston Mayor’s Wireless Task Force~~Germany.

MsMr. ~~Chase~~Nienaber’s ~~lectures widely~~hands-on, ~~has~~analytical ~~been~~approach ~~frequently~~to ~~featured~~board ingovernance ~~the major media,~~ and ~~has~~expertise ~~received many awards~~ in ~~the~~investment ~~areas~~strategy, ofrisk ~~innovation~~management, ~~design,~~ and ~~environment,~~business ~~including~~transformation ~~the~~qualifies him ~~prestigious~~to ~~Urban~~serve ~~Land Institute’s Nicols Prize~~ as Urban Visionary, Time 100 Most Influential People, Fast Company Fast 50 Innovators, and BusinessWeek Top 10 Designers. Robin graduated from Wellesley College and MIT’s Sloan School of Management, was a ~~Harvard~~director ~~University Loeb Fellow, and received an honorary Doctorate~~ of ~~Design from the Illinois Institute of Technology~~Tucows.

Ms. Chase’s experience operating companies at the chief executive officer level along with her numerous experiences on these boards and councils qualify her to be a director of Tucows.

Allen Karp Director since October 2005 and Chair Emeritus since September 2021

Mr. Karp, 84, was with Cineplex Odeon Corporation in various positions from 1986 to 2005, retiring as Chairman and Chief Executive Officer in 2002 and as Chairman Emeritus in 2005. From 1966 to 1986, he practiced law at the law firm of Goodman and Carr LLP, where he was named partner in 1970. Mr. Karp was a Director of Brookfield Real Estate Services Inc. until 2011, where he also served on the Audit Committee and as the Chair of the Corporate Governance Committee. From 2004 to 2014, Mr. Karp was Chairman of the Board of Directors of IBI Group Inc., as well as Chairman of the Nominating, Governance and Compensation Committee. Mr. Karp is a past director of the Toronto International Film Festival Group, where he served as Chairman of the Board from 1999 to 2007 and served as Chairman of its Corporate Governance Committee from 2007 to 2012. Additionally, Mr. Karp has previously served as director of several other public corporations.

Mr. Karp has extensive executive leadership skills, long-standing senior management experience, a strong ethics and compliance focus and audit committee experience. These skills and qualifications, in addition to his recent service on the boards of directors of other public companies, enable him to bring valuable perspectives to our Board, particularly with respect to corporate governance matters, and qualify him to be a director of Tucows.

Erez Gissin Director since August 2001

Mr. Gissin, 66, has served since 2010 as a managing partner in Helios Energy Investment, a renewable energy investment fund. From 2005 to 2010, Mr. Gissin served as the Chief Executive Officer of BCID Ltd., an investment company focusing on infrastructure development projects in China. From 2000 to 2005, Mr. Gissin served as the Chief Executive Officer of IP Planet Networks Ltd., an Israeli satellite communication operator providing Internet backbone connectivity and solutions to Internet Service Providers. From 1995 to 2000, Mr. Gissin was Vice President, Business Development of Eurocom Communications Ltd., a holding company that controls several telecommunications services, equipment and Internet companies in Israel.

Mr. Gissin has a strong background in the internet communications industry and has gained significant institutional knowledge in his long tenure as one of our directors. Mr. Gissin also has significant leadership experience as the Chief Executive Officer of BCID Ltd. and IP Planet Networks Ltd. and has extensive financial acumen derived from his years of executive experience and PE fund management. All of these qualities qualify Mr. Gissin to be a director of Tucows.

Elliot Noss

Director since August 2001

Mr. Noss, 62, isserved ~~our~~as President and Chief Executive Officer ~~and~~from August ~~has~~2001 ~~served~~until November in6, ~~such capacity since the completion of our merger with Tucows Delaware in August 2001~~2025. From May 1999 until completion of the merger in August 2001, Mr. Noss served as President and Chief Executive Officer of Tucows Delaware. Before that, from April 1997 to May 1999, Mr. Noss served as Vice President of Corporate Services of Tucows Interactive Ltd., which was acquired by Tucows Delaware in May 1999.

Mr. Noss’s lengthy service as our Chief Executive Officer has provided him with extensive knowledge of, and experience with, Tucows’ operations, strategy and financial position. In addition, Mr. Noss has widespread knowledge of the internet and software industry generally that, coupled with his operational expertise, qualifies him to be a director of Tucows.

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Jeffrey Schwartz Director since June 2005

Mr. Schwartz, 62, has served as a director of Dorel Industries since 1987 and as Executive Vice President and Chief Financial Officer since 2003. Mr. Schwartz is a graduate of McGill University in Montreal and has a degree in the field of business administration.

Mr. Schwartz has a significant amount of public-company financial expertise, particularly in his executive experience as the chief financial officer of Dorel Industries, Inc. This executive experience, along with Mr. Schwartz’s service as one of our Audit Committee members (and as Chairperson of our Audit Committee since 2005), qualifies him to be a director of Tucows.

Marlene Carl

Director since September 2021

Marlene Carl, 3536, became Chief Financial Officer ("CFO") at CHAPTERS Group AG (formerly MEDIQON group AG) in 2021, a German publicly traded company focused on entrepreneurial and long-term investments in companies with scalable business models from a variety of sectors including a number of software companies. Prior to joining CHAPTERS Group AG in 2020, Ms. Carl worked in financing for eight years focusing on digital infrastructure in Europe from FTTH roll-outs in rural areas to data center construction for banks, including Berenberg and NIBC Bank N.V. based in Hamburg, London and Frankfurt. Ms. Carl holds a Master of Science from Frankfurt School of Finance & Management with focus on Capital Markets.

Ms. Carl’s experience in investment management and infrastructure financing, including FTTH projects, ~~qualify~~ qualifies her to be a director of Tucows.

Lee Matheson

Director since September 2023

Lee Matheson, 4345, ~~has~~is ~~been~~ a Partner at EdgePoint Investment Group Inc. ~~since June of 2020.~~ Previously, Mr. Matheson was a ~~partner at Ewing Morris & Co.,~~ co-founder of Broadview Capital Management Inc., and portfolio manager of the Broadview Dark Horse LP, a long/short fund focused on Canadian small cap securities. Mr. Matheson has extensive public company experience having served on the boards of Echelon Financial Holdings Inc. ~~from 2018 to 2020~~, RDM Corporation ~~from 2011 to 2017~~, AlarmForce Industries Inc. ~~from 2016 to 2018~~, WesternOne Inc. ~~from 2016 to 2018~~, Medworxx Solutions Inc., ~~from~~exactEarth ~~2013 to~~Ltd. ~~2015,~~ and Strad Inc. ~~from 2019 to 2020.~~ Mr. Matheson ~~has~~is ~~been~~currently a director of Qvantel ~~AutoCanada~~Oy ~~Inc.~~ and ~~Optiva Inc. since 2020 and~~ is a Chartered Financial Analyst Charterholder.

Mr. Matheson’s experience in investment management, financing, and SaaS businesses ~~qualify~~ qualifies him to be a director of Tucows.

~~Gigi Sohn Director since September 2023~~ 56

Gigi Sohn, 62, is the Executive Director of the American Association of Public Broadband (AAPB), a Benton Institute Senior Fellow and Public Advocate and a Distinguished Fellow at the Georgetown Law Institute for Technology Law & PolicyDr. ~~She~~Sandra isMatz one of the nation’s leading public advocates for open, affordable and democratic communications networks. In October 2021, President Biden nominated her to serve on the Federal Communications Commission. From 2013 to 2016, Ms. Sohn was Counselor to the former Chairman of the Federal Communications Commission, Tom Wheeler. She spent the previous 12 years as Co-Founder and CEO of Public Knowledge, a leading communications and intellectual property policy advocacy organization serving the interests of consumers in Washington. Ms. Sohn was previously a Project Specialist in the Ford Foundation’s Media, Arts and Culture unit and Executive Director ofsince ~~the~~May Media Access Project, the first public interest communications law firm. In 1997, President Clinton appointed Ms. Sohn to serve as a member of his Advisory Committee on the Public Interest Obligations of Digital Television Broadcasters. Ms. Sohn is a long-time advocate for LGBTQ+ equality and has served as President of the Gay and Lesbian Lawyers (now the LGBT Bar Association) of Washington, DC from 1994-1997 and was elected as the first openly LGBTQ+ member of the District of Columbia Bar Board of Governors. 2025

MsDr. ~~Sohn’s~~Sandra ~~experience~~Matz, 37, is the David W. Zalaznick Associate Professor of Business at Columbia Business School in ~~telecommunications~~New ~~policy~~York, where she also serves as the Director of the Center for Advanced Technology and ~~regulation~~Human Performance. As a computational social scientist, she combines Big Data analytics with traditional experimental methods to study human behavior and preferences. Her research focuses on how psychological characteristics influence real-life outcomes in various business-related domains, such as financial well-being, consumer ~~interests~~satisfaction, ~~qualify~~and ~~her~~team performance, aiming to beassist abusinesses ~~director~~and ofindividuals ~~Tucows~~in making better decisions.

Dr. Matz earned her Ph.D. in Psychology from the University of Cambridge and a B.Sc. in Psychology from the Albert-Ludwigs-University Freiburg. Her work has been recognized with several honors, including being named one of Poets & Quants' "40 Under 40" Business School Professors in 2021, one of DataIQ's "100 Most Influential People in Data-Driven Marketing" in 2015 and 2016, and one of Pacific Standard Magazine's "Top 30 Thinkers Under 30." In addition to her academic achievements, Dr. Matz is the author of the forthcoming book "Mindmasters: The Data-Driven Science of Predicting and Changing Human Behavior," scheduled for release in January 2025.

Dr. Matz’s expertise in data analytics and the science of human behavior and consumer preferences qualifies her to serve as a director of Tucows.

Allen Taylor

Director since May 2025

Allen Taylor, 44, is President of GTD Partners, a consulting and advisory firm focused on providing operational and financial advisory and investment management services to a wide range of clients. Prior to this, Mr. Taylor held various key positions throughout an extensive career at Brookfield Asset Management, a leading global alternative asset manager, where he specialized in complex operational and financial turnarounds as well as portfolio management. Mr. Taylor is a Chartered Accountant and whose experience and leadership has been integral in managing complex financial structures and fostering sustainable businesses that return value to investors. Mr. Taylor also serves on the Dye & Durham Limited., a TSX listed company, and also serves on its compensation committee and audit committee.

He is based in Toronto, Ontario.

Mr. Taylor’s experience in private equity operations and portfolio management, complex financial structures, and strategic investments qualifies him to serve as a director of Tucows.

Jeffrey Tory

Director since May 2025

Jeffrey S.D. Tory, 65, serves as Chair, Partner, Director, and Portfolio Manager at Pembroke Management Ltd., a firm he joined in 1987. Beginning his tenure as an analyst under founders Ian Soutar and Scott Taylor, Mr. Tory has dedicated nearly four decades to investing in North American growth stocks. Prior to Pembroke, he was a junior analyst at Burns Fry from 1982 to 1987, where he contributed to launching the firm's small-cap research product. Mr. Tory holds a Bachelor of Arts degree from Queen's University and is a Chartered Financial Analyst (CFA) charterholder.

Beyond his professional commitments, Mr. Tory is actively involved in philanthropic and educational endeavors. He serves on the investment committees of two foundations and is a guest lecturer in the Applied Investment Program at McGill University. Mr. Tory resides in Montreal, Quebec.

Mr. Tory’s broad leadership background, investment management expertise, and industry knowledge in media and telecom qualifies him to serve as a director of Tucows.

Stephan Uhrenbacher

Director since May 2025

Stephan Uhrenbacher, 56, is the Founder and Managing Director of Density Ventures GmbH, an investment company established to support deep tech startups across Europe and North America. In this capacity, he has been instrumental in launching the Sustainable Aero Lab, the world's first accelerator dedicated to sustainable aviation and energy, which has mentored over 90 startups globally. Under his leadership, the Lab secured funding from Breakthrough Energy in 2023 and 2024, an organization founded by the Gates Foundation.

A seasoned entrepreneur himself, Mr. Uhrenbacher has founded several successful companies, including Qype, a leading European local reviews platform acquired by Yelp; 9flats.com, a global competitor to Airbnb; and Avocado Store, Germany's prominent eco-friendly lifestyle marketplace. His corporate experience encompasses senior management roles such as Chief Operating Officer at DocMorris.com, Head of Content at Bild.de, and Head of Northern Europe at lastminute.com. He holds a Master of Business Administration and Mechanical Engineering from a German institution and completed part of his MBA at Queens University in Canada. Mr. Uhrenbacher resides in Hamburg, Germany.

Mr. Uhrenbacher’s experience in investment management, technology, and operational leadership qualifies him to serve as a director of Tucows.

Our directors are elected annually and serve until the election or appointment and qualification of their successors or their earlier death, resignation or removal.

Executive Officers

The required information regarding our executive officers is set forth in Part I, “Item 1. Business – Information about our Executive Officers and Key Employees” of this Annual Report and is incorporated herein by reference.

Governance Principles

The governance principles of our Board include the charters of our Audit Committee, ~~and~~ our ~~Corporate~~ Governance, ~~Nominating~~ Committee and Compensation Committee. Our governing principles also include our Code of Business Conduct and Ethics which includes specifics for our senior officers, including our Chief Executive Officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Each of these documents can be obtained without charge from our Internet web site at tucows.com. Amendments and waivers of our ethics policy for our senior officers will either be posted on www.tucows.com or filed with the SEC on a Current Report on Form 8-K.

MsMr. ~~Chase~~Nienaber serves as Chair of the Board. The Board currently consists of eight directors, all of whom, except for Elliot Noss, are “independent” within the meaning of the independence requirements prescribed by the listing standards of the NASDAQ Capital Market. The Board believes that this structure, which provides an overwhelming majority of independent directors, coupled with the Board meeting in executive session without any management directors or non-independent directors present, is an appropriate structure for Tucows’ Board. We believe that this structure provides appropriate and independent oversight by the Board. The Board regularly consults with our Chief Executive Officer, ~~who is also a director,~~ and our ~~Corporate~~ Governance, ~~Nominating~~ and Compensation Committee to review the various types of risk that affect Tucows and the strategies to mitigate such risks. The Board believes that this structure has been effective.

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Executive Sessions of Independent Directors

A majority of the independent directors meet quarterly in executive sessions without members of our management present. MsMr. ~~Chase~~Nienaber is responsible for chairing the executive sessions.

Policy Regarding Attendance

Directors are expected, but are not required, to attend board meetings, meetings of committees on which they serve, and shareholder meetings, and to spend the time needed and meet as frequently as necessary to discharge their responsibilities properly. Elliot Noss attended our ~~2024~~2025 annual meeting of shareholders held virtually. The remainder of the Board were available on request.

Committees

Our Board has ~~two~~three standing committees, an audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, ~~and~~ a ~~corporate~~ governance committee, ~~nominating~~ and a compensation committee. Our committees generally meet in connection with regularly scheduled quarterly and annual meetings of the Board, with additional meetings held as often as its members deem necessary to perform its responsibilities. From time to time, depending on the circumstances, the Board may form a new committee or disband a current committee.

The Audit Committee currently consists of Mr. Schwartz (Chair), Ms. Carl, Mr. Karp and Mr. Gissin, all of whom are independent directors as prescribed by the listing standards of the NASDAQ Capital Market. 58

The Audit Committee ~~held~~currently ~~five~~consists ~~meetings~~of ~~during Fiscal 2024~~Mr. ~~Each~~Taylor ~~member~~(Chair), ofMs. ~~the~~Carl ~~Audit~~and ~~Committee attended~~Mr. atTory, ~~least~~all ~~75%~~ of ~~the~~whom ~~total~~are ~~number~~independent ofdirectors ~~meetings~~as ofprescribed by the ~~committee~~listing ~~during~~standards ~~Fiscal~~of ~~2024.~~the ~~The~~NASDAQ ~~Audit~~Capital ~~Committee’s purposes are to:~~Market.

The Audit Committee held five meetings during Fiscal 2025. Each member of the Audit Committee attended at least 75% of the total number of meetings of the committee during Fiscal 2025. The Audit Committee’s purposes are to:

	●	Provide oversight of the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements;
	●	Assist the Board in oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of the Company’s independent registered public accounting firm, and (iv) the Company’s internal accounting and financial controls;
	●	Provide to the Board such information and materials as it may deem necessary to make the Board aware of significant financial matters that require the attention of the Board; and
	●	Oversee the management of risks associated with the Company’s financial reporting, accounting and auditing matters.

Each of the members of our Audit Committee is an independent director and satisfies the independence standards as prescribed by the listing standards of the NASDAQ Capital Market and Rule 10A-3 under the Exchange Act and is able to read and understand fundamental financial statements including balance sheets, income statements and cash flow statements. Additionally, the Board has determined that Mr. ~~Schwartz~~Taylor qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K. The Securities and Exchange Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liabilities on such person that are greater than those imposed generally on members of the audit committee and the board of directors who do not carry this designation, or affect the duties, obligations or liability of any other member of the audit committee or board of directors. The Board has adopted a written charter for the Audit Committee, which the Audit Committee has reviewed and determined to be in compliance with the rules prescribed by the listing standards of the NASDAQ Capital Market and which is available at tucows.com.

The Governance Committee (formerly the Corporate Governance, Nominating and Compensation Committee ) currently consists of MsMr. ~~Chase~~Matheson (Chair), MrDr. ~~Karp,~~Matz ~~Ms. Sohn,~~ and Mr. ~~Matheson~~Uhrenbacher. Each member of our ~~Corporate~~ Governance, ~~Nominating and Compensation~~ Committee is an independent director as defined in the listing standards of the NASDAQ Capital Market ~~and also satisfies the applicable compensation committee member independence standards as prescribed by the listing standards of the NASDAQ Capital Market and Rule 10C-1 under the Exchange Act~~.

The ~~Corporate~~ Governance, ~~Nominating and Compensation~~ Committee held ~~four~~ five meetings during Fiscal ~~2024~~2025. Each member of the ~~Corporate~~ Governance, ~~Nominating and Compensation~~ Committee attended at least 75% of the total number of meetings of the committee during Fiscal ~~2024~~2025. The ~~Corporate~~ Governance, ~~Nominating and Compensation~~ Committee’s purposes are to:

● Identify individuals qualified to become board members, consistent with criteria approved by the Board. ● Select, or recommend that the Board select, the director nominees for election at each annual meeting of stockholders. ● Oversee the evaluation of the Board and management. ● Review and approve corporate goals and objectives relevant to the CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO's compensation level based on this evaluation.

●Prior Review and approve non-CEO Executive compensation including incentive compensation and equity-based compensation. ● Provide oversight of the Company’s compensation policies and plans and benefits programs, and overall compensation philosophy. ● Administer the Company’s equity compensation plans for its executive officers and employees and the granting of equity awards pursuant to ~~such plans or outside of such plans; and ● Cause to be prepared~~ the ~~report~~formation of the ~~Corporate~~Compensation ~~Governance~~Committee, ~~Nominating and Compensation required by~~ the ~~rules~~Governance ~~and~~Committee ~~regulations~~also ofperformed the ~~SEC.~~following:

~~The~~● ~~Corporate~~Review ~~Governance, Nominating~~ and ~~Compensation~~approve ~~Committee~~corporate ~~may~~goals ~~delegate~~and ~~authority~~objectives relevant to ~~one~~the orCEO ~~more~~compensation, ~~members~~evaluate ofthe ~~this~~CEO's ~~committee~~performance orin ~~one~~light orof ~~more~~those ~~members~~goals ofand ~~management~~objectives, ~~when appropriate~~and, ~~but~~either noas ~~such~~a ~~delegation~~committee isor ~~allowed~~together ifwith the ~~authority~~other isindependent ~~required~~directors (as directed by ~~law~~the Board), ~~regulation~~determine orand ~~listing~~approve ~~standard~~the toCEO's becompensation ~~exercised~~level bybased ~~the~~on ~~Corporate~~this ~~Governance,~~evaluation. ~~Nominating~~● Review and ~~Compensation~~approve ~~Committee~~non-CEO asExecutive acompensation ~~whole.~~including ~~The~~incentive ~~Board~~compensation ~~has~~and ~~adopted~~equity-based acompensation. ~~written~~● ~~charter~~Provide ~~for~~oversight of the ~~Corporate~~Company’s ~~Governance,~~compensation ~~Nominating~~policies and ~~Compensation~~plans ~~Committee~~and benefits programs, ~~which~~and overall compensation philosophy. ● Administer the ~~Corporate~~Company’s ~~Governance,~~equity ~~Nominating~~compensation ~~and~~plans ~~Compensation~~for ~~Committee~~its ~~has~~executive ~~reviewed~~officers and ~~determined~~employees and the granting of equity awards pursuant to besuch inplans ~~compliance~~or ~~with~~outside ~~the~~of ~~rules~~such ~~prescribed~~plans; byand ~~the~~● ~~listing~~Cause ~~standards~~to be prepared the report of the ~~NASDAQ~~Corporate ~~Capital~~Governance, ~~Market~~Nominating and ~~which~~Compensation isrequired ~~available~~by atthe ~~tucows~~rules and regulations of the SEC.~~com.~~

55 The Governance Committee may delegate authority to one or more members of this committee or one or more members of management when appropriate, but no such delegation is allowed if the authority is required by law, regulation or listing standard to be exercised by the Governance Committee as a whole. The Board has adopted a written charter for the Governance Committee, which the Corporate Governance, Nominating and Compensation Committee has reviewed and determined to be in compliance with the rules prescribed by the listing standards of the NASDAQ Capital Market and which is available at tucows.com.

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~~Our~~In May ~~executive~~2025, ~~officers~~the doBoard ~~not~~formed ~~play~~ a ~~formal~~separate ~~role~~Compensation inCommittee ~~determining~~to ~~their~~oversee ~~compensation.~~executive ~~However,~~and ~~our~~director ~~People~~compensation ~~Team~~matters. ~~reviews~~The ~~(i)~~Compensation ~~information~~Committee ~~the~~currently ~~Company~~consists ~~purchased~~of ~~from~~Mr. ~~Payscales~~Uhrenbacher (~~formerly known as Payfactor~~Chair), ~~and~~Mr. ~~(ii) published trends for the year from a variety of public sources~~Nienaber, and, ~~after consulting with~~ Mr. ~~Noss,~~Taylor. ~~our~~Each ~~Chief~~member ~~Executive~~of ~~Officer,~~the ~~provides~~Compensation ~~consolidated~~Committee ~~information~~is ~~outlining~~an ~~management’s~~independent ~~recommendation~~director ~~regarding~~as ~~executive~~defined ~~officer~~in ~~compensation~~the ~~based~~listing onstandards ~~title~~of to the ~~Corporate~~NASDAQ ~~Governance,~~Capital ~~Nominating~~Market and ~~Compensation~~satisfies ~~Committee.~~the ~~The~~applicable ~~Corporate~~compensation ~~Governance,~~committee ~~Nominating~~member ~~and~~independence ~~Compensation~~standards ~~Committee~~prescribed ~~then~~by ~~reviews and discusses~~ the ~~information~~listing ~~provided~~standards ~~with~~of ~~our~~the ~~CEO~~NASDAQ ~~and~~Capital ~~Chief~~Market ~~People Officer~~ and ~~then~~Rule ~~determines~~10C-1 under the ~~total~~Exchange ~~compensation for each named executive officer, as it deems appropriate~~Act.

The Compensation Committee held four meetings during Fiscal 2025 following its formation. Each member attended at least 75% of the total number of meetings of the Compensation Committee during Fiscal 2025 following its formation. The Compensation Committee's purposes are to:

	●	Review and approve corporate goals and objectives relevant to the Chief Executive Officer's compensation, evaluate performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer's compensation based on this evaluation.
	●	Review and approve compensation of all Executive Officers, including incentive compensation and equity-based compensation.
	●	Provide oversight of the Company's compensation policies and plans and benefits programs, and overall compensation philosophy.
	●	Administer the Company's equity compensation plans for its executive officers and employees and the granting of equity awards pursuant to such plans or outside of such plans; and
	●	Review and discuss with management the Compensation Discussion & Analysis required by SEC rules, recommend the CD&A for inclusion in the Company's annual proxy statement, and review and approve the Compensation Committee Report.
	●	Approve employment agreements, severance arrangements, and change-in-control agreements for Executive Officers.
	●	Oversee the Company's short-and long-term incentive compensation plans and review Say-on-Pay results and shareholder feedback as appropriate.

The Compensation Committee may delegate authority to one or more members of the committee or to members of management when appropriate, except where such authority is required by law, regulation or listing standard to be exercised by the committee as a whole. The Board has adopted a written charter for the Compensation Committee, which is reviewed annually by the Committee and is available at tucows.com.

Our executive officers do not play a formal role in determining their compensation. However, management, including the Vice President, People reviews third-party market compensation surveys, benchmarking data and published compensation trends and, after consulting with the Chief Executive Officer, provides consolidated information outlining management’s recommendation regarding executive officer compensation based on title to the Compensation Committee. The Compensation Committee then reviews and discusses the information provided with our Chief Executive Officer and Vice President, People who then determines the total compensation for each named executive officer, as it deems appropriate.

The Chief Executive Officer does not participate in deliberations or decisions regarding his own compensation.

Board Leadership Structure and Responsibilities

Our Board of Directors oversees management’s performance on behalf of our shareholders. Our Board's primary responsibilities are to (1) monitor management’s performance to assess whether we are operating in an effective, efficient and ethical manner to create value for our shareholders, (2) periodically review our long-range plans, business initiatives, cyber security matters, capital projects and budget matters and (3) approve compensation for our President and Chief Executive Officer who, with senior management, manages our day-to-day operations.

Our Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. The independent directors meet without management present at regularly scheduled executive sessions at each quarterly Board meeting and some special Board meetings. Our Board has delegated certain responsibilities and authority to its Audit Committee and ~~Corporate~~ Governance, ~~Nominating~~Committee and Compensation Committee. The Audit Committee periodically discusses with management the Company's policies and guidelines regarding risk assessment and risk management, as well as the Company's major financial risk exposures and the steps that management has taken to monitor and control such exposures. The Audit Committee also reviews, evaluates and recommends changes to the Company’s financial reporting policies and procedures. The ~~Corporate Governance, Nominating and~~ Compensation Committee reviews and evaluates the risks underlying the Company’s compensation policies and plans and recommends changes to these policies and plans accordingly. Our Board believes that risk oversight actions taken by our Board and its committees are appropriate and effective at this time.

We believe it is beneficial to separate the roles of Chief Executive Officer and Chairperson to facilitate their differing roles in the leadership of our company. The role of the Chairperson includes setting the agenda for, and presiding over, all meetings of our Board of Directors, including executive sessions of independent directors, providing input regarding information sent to our Board of Directors, serving as liaison between the Chief Executive Officer and the independent directors and providing advice and assistance to the Chief Executive Officer. The Chairperson is also a key participant in establishing performance objectives and overseeing the process for the annual evaluation of our Chief Executive Officer’s performance. In addition, under our Bylaws, our Chairperson has the authority to call special meetings of our Board and shareholders. In contrast, our Chief Executive Officer is responsible for handling our day-to-day management and direction, serving as a leader to the management team and formulating corporate strategy.

Currently our Chairperson is MsMr. ~~Chase~~Nienaber, while Mr. ~~Noss~~Woroch serves as our Chief Executive Officer. MsMr. ~~Chase~~Nienaber is an independent director. MsMr. ~~Chase~~Nienaber has extensive executive leadership skills, long-standing senior management and board experience, and a strong ~~ethics~~focus on investment strategy, risk management and ~~compliance~~business ~~focus~~transformation.

We believe that this leadership structure for our Board provides us with the most effective level of oversight over the Company’s business operations while at the same time enhancing our Board’s ability to oversee our enterprise-wide approach to risk management and corporate governance and best serves the interests of our shareholders. It allows for a balanced corporate vision and strategy, which is necessary to address the challenges and opportunities we face at this time and demonstrates our commitment to good corporate governance. In addition, it allows for appropriate oversight of the Company by our Board, fosters appropriate accountability of management and provides a clear delineation of responsibilities for each position.

Role of the Board in Risk Oversight

One of our Board’s key functions is providing oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through Board of Directors standing committees that address risks inherent in their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, our ~~Corporate Governance, Nominating and~~ Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, monitors our major legal compliance risk exposures and our program for promoting and monitoring compliance with applicable legal and regulatory requirements, and our Board is responsible for monitoring and assessing strategic risk exposure and other risks not covered by our committees.

The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives reports on the risks we face from our Chief Executive Officer or other members of management to enable usthe Board to understand our risk identification, risk management and risk mitigation strategies. When a committee receives the report, the chairperson of the relevant committee reports on the discussion to the full Board during that committee’s reports portion of the next Board meeting. However, it is the responsibility of the committee chairs to report findings regarding material risk exposures to our Board as quickly as possible.

Director Nomination

Our ~~Corporate~~ Governance, ~~Nominating and Compensation~~ Committee is responsible for identifying potential nominees to our Board. In considering candidates for nomination, our ~~Corporate~~ Governance, ~~Nominating and Compensation~~ Committee seeks individuals who evidence strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. As set forth in the charter of our ~~Corporate~~ Governance, ~~Nominating and Compensation~~ Committee, our Board endeavors to have directors who collectively possess a broad range of skills, expertise, industry and other knowledge and business and other experience useful to the effective oversight of our business. In addition, our Board also seeks members from diverse backgrounds so that our Board consists of members with a broad spectrum of experience and expertise and with a reputation for integrity. In determining whether to nominate a current director for re-election, our ~~Corporate~~ Governance, ~~Nominating and Compensation~~ Committee will take into account these same criteria as well as the director’s past performance, including ~~his~~their ~~or her~~ participation in and contributions to the activities of the Board.

56 Our Governance Committee will evaluate and consider recommendations for director candidates from shareholders using the same criteria described above. As set forth in the charter of the Governance Committee, recommendations submitted by the Company’s shareholders shall be submitted, along with the following to the attention of the Chairperson of the Governance Committee at 96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada at least 120 days before the first anniversary of the date on which we first mailed our proxy materials for our prior year’s annual meeting of shareholders:

~~Table~~• the name and address of ~~Contents~~ the recommending shareholder; • the candidate’s name and the information about the individual that would be required to be included in a proxy statement under the rules of the SEC;

Our Corporate Governance, Nominating and Compensation Committee will evaluate and consider recommendations for director candidates from shareholders using the same criteria described above. As set forth in the charter of the Corporate Governance, Nominating and Compensation Committee, recommendations submitted by the Company’s shareholders shall be submitted, along with the following to the attention of the Chairperson of the Corporate Governance, Nominating and Compensation Committee at 96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada at least 120 days before the first anniversary of the date on which we first mailed our proxy materials for our prior year’s annual meeting of shareholders: 61

• ~~the name and address of the recommending shareholder; • the candidate’s name and the~~ information about the ~~individual that would be required to be included in a proxy statement under the rules of the SEC; • information about the~~ relationship between the candidate and the recommending shareholder; • the consent of the candidate to serve as a director; and • proof of the number of shares of our common stock that the recommending shareholder owns and the length of time the shares have been owned.

Communications with our Board of Directors

A Tucows’ shareholder who wishes to communicate with our Board may send correspondence to the attention of our Secretary at 96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada. The Secretary will submit the shareholder’s correspondence to the Chairperson of the Board, the Chairperson of the appropriate committee, or the appropriate individual director, as applicable.

Director Compensation

Under the terms of our 2006 Amended and Restated Equity Compensation Plan (the “2006 Plan”), we make automatic formula grants of nonqualified stock options to our non-employee directors and members of committees of our Board as described below. All stock-based compensation for our non-employee directors is governed by our 2006 Plan or its predecessor, our 1996 Equity Compensation Plan (the “1996 Plan”). All options granted under the automatic formula grants vest after one year, have an exercise price equal to the fair market value per common share as determined by the per share price as of the close of business on the date of grant and have a five-year term. Options are granted to directors under the 2006 Plan as follows:

• on the date a non-employee director becomes a director, he or she is granted options to purchase 4,375 shares of our common stock; • on the date a director becomes a member of the Audit Committee, he or she is granted options to purchase 3,750 shares of our common stock; • on the date a director becomes a member of the ~~Corporate~~ Governance Committee, ~~Nominating~~he or she is granted options to purchase 2,500 shares of our common stock; and • on the date a director becomes a member of the Compensation Committee, he or she is granted options to purchase 2,500 shares of our common stock; and • on each date on which we hold our annual meeting of shareholders, each non-employee director in office immediately before and after the annual election of directors receives an automatic grant of options to purchase ~~3,750~~common ~~shares~~stock. ofThe ~~our~~initial ~~common~~grant ~~stock~~is set at 3,750 options.

Directors who are employees or non-employee consultants receive no additional or special compensation, including no grants of nonqualified stock options, for serving as directors.

All annual fees are paid to our directors in quarterly installments.

On each date on which we hold our annual meeting of shareholders, each non-employee director in office immediately before and after the annual election of directors receives an automatic grant of options to purchase shares of our common stock. The initial grant is set at 3,750 options. Each non-employee member of the Board will receive $3050,000 annually, the Chairperson of the Board will additionally receive $15,000; each Chair of the Audit Committee, ~~and Corporate~~ Governance, ~~Nomination~~Committee and Compensation Committee will additionally receive $715,~~500~~000; and each member of the Audit, Committee ~~and Corporate~~ Governance, ~~Nomination~~Committee and Compensation Committee will additionally receive $12,000.

In ~~March~~recognition ~~2024,~~of the ~~Board~~additional ~~initiated~~time acommitment ~~review~~and ofresponsibilities ~~strategic~~undertaken ~~transactions~~by ~~to enhance shareholder value. In connection with this process,~~ the Board ~~established~~beyond aits ~~Special~~normal ~~Committee~~duties ~~composed~~during ofFiscal ~~independent, non-employee directors: Ms. Chase (Chair), Ms. Carl, Mr. Gissin, and Mr. Matheson. In May~~ 2024, ~~Ms. Carl and Mr. Matheson stepped down from~~ the ~~Special~~Company ~~Committee~~approved ~~and~~a ~~were~~one-time ~~replaced~~special bycash ~~Mr.~~payment ~~Karp, Mr. Schwartz, and Ms. Sohn. Members~~ of ~~the Special Committee received an annual retainer of~~ $1210,000, ~~with~~(USD) ~~the~~to ~~Chair receiving an additional annual retainer of $7,500. Retainers were paid in monthly installments for~~ each ~~month~~non-employee ~~of service~~director. The ~~Special~~payment ~~Committee~~ was ~~dissolved~~made onin March ~~October 1, 2024~~2025. ~~Ms. Carl and Mr. Matheson received no compensation for their membership on the Special Committee.~~

The Company also purchases directors and officer's liability insurance for the benefit of its directors and officers as a group in the amount of $30 million. The Company also reimburses its directors for their reasonable out-of-pocket expenses incurred in attending meetings of the Board or its committees.

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The table below shows all compensation paid to each of our non-employee directors during ~~2024~~2025. ~~Each of the directors listed below served for the entire year.~~

Name	Fees earned or paid in cash ($)		Option awards ($)(1)(2)		Total ($)
(a)	(b)		(d)		(h)
Allen Karp	$	58,043	$	31,275	$	89,318
Stephan Uhrenbacher	$	47,250		80,095		127,345
Erez Gissin		48,238		31,275		79,513
Laurenz Malte Nienaber		47,250		59,109		106,359
Gigi Sohn		46,043		31,275		77,318
Allen Taylor		47,250		90,588		137,838
Jeffrey Schwartz		53,543		31,275		84,818
Jeffrey Tory		47,250		69,602		116,852
Lee Matheson		42,000		31,275		73,275
Sandra Matz		38,045		59,109		97,154
Marlene Carl		42,000		31,275		73,275
Elliot Noss		8,333		-		8,333
Robin Chase		74,637		31,275		105,912
Lee Matheson		73,841		32,677		106,518
	$	364,505	$	218,925	$	583,430
Marlene Carl		72,000		32,677		104,677
Allen Karp		38,591		-		38,591
Erez Gissin		33,955		-		33,955
Gigi Sohn		33,955		-		33,955
Jeffrey Schwartz		39,750		-		39,750
Robin Chase		45,545		-		45,545
	$	573,014	$	423,857	$	996,871

(1)

The amounts reported in this column represent the aggregate grant date fair value of the option grants calculated in accordance with ~~the~~ASC ~~FASB~~718 ~~Accounting~~Compensation ~~Standards~~- ~~Codification~~Stock Compensation (“"ASC”) 718") and based on the Black-Scholes option-pricing model using the same assumptions that are set forth in “Note 15. – Stock Option Plans” ~~of the Notes~~ to the Consolidated Financial Statements ~~including Part II, Item 8 of this Annual Report~~. Under the 2006 Plan, these options vest one year after the grant date and have a five-year term.

(2)

On ~~June~~May 20, ~~2024~~2025 each of our ~~re-~~elected non-employee directors at the time were awarded automatic formula option grants with an exercise price of $19.9321 and a grant date fair value of $8.3471. The aggregate number of option awards outstanding at December 31, ~~2024~~2025 is as follows for each of the following non-employee directors: ~~26,250~~Nil for Mr. Karp; ~~26,250~~Nil for Mr. Gissin; ~~10,625~~Nil for Ms. Sohn; ~~26,250~~Nil for Mr. Schwartz; 10Nil for Ms. Chase; 14,~~625~~375 for Mr. Matheson; 1923,~~375~~125 for Ms. Carl; ~~and~~9,375 26for Mr. Uhrenbacher; 6,~~250~~875 for MsMr. ~~Chase~~Nienaber; 10,625 for Mr. Taylor; 8,125 for Mr. Tory; 6,875 for Dr. Matz and Nil for Mr. Noss.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act, requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the SEC reports of ownership and reports of changes in ownership of our common stock and our other equity securities. These persons are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file.

WeBased ~~believe~~solely ~~that,~~on ~~under~~a ~~the~~review ~~SEC’s~~of ~~rules~~copies ~~and~~of ~~based~~Section ~~solely~~16 ~~upon~~reports ~~our~~furnished ~~review~~to ofthe Company and written representations from the ~~copies~~reporting ofpersons, the following reports were not filed on a timely basis during 2025: three Forms 35 filed on February 27, 42025 on behalf of each of Bret Fausett, Michael Koenig (Chief Operating Officer until October 2024) and 5Davinder ~~furnished~~Singh (Chief Financial Officer until August 2024); two Forms 4 filed on May 29, 2025 reporting option grants to usMs. Marlene Carl and Mr. Lee Matheson, oreach ~~written~~with ~~representations~~a ~~from~~transaction ~~certain~~date of May 20, 2025; three Forms 4 filed on June 20, 2025 reporting ~~persons~~option grants to Mr. Woroch, ~~any~~Mr. ~~such~~Fausett ~~reports~~and ~~have~~Mr. ~~been~~Noss, ~~filed~~each inwith a ~~timely~~transaction ~~manner~~date ~~with~~of June ~~the~~20, ~~following~~2025; ~~exceptions:~~and ~~The~~one Form 4 filed ~~September~~on December 122, ~~2024~~2025 reporting ~~one~~an option grant to Mr. Woroch with a transaction ~~for~~date of November 26, 2025. In addition, in connection with their appointment to the ~~grant~~Board of ~~options~~Directors toon May 20, 2025, each of Mr. ~~Bret~~Nienaber, ~~Fausett~~Dr. Matz, Mr. Taylor, Mr. Tory and Mr. Uhrenbacher filed one Form 3 and one Form 4 reporting an option grant, which were not filed on a timely basis due to delays in obtaining required Form ID applications.

Stock ownership of management

We encourage stock ownership by our directors, officers and employees to align their interests with the interests of shareholders. Under Section 16(a) of the Exchange Act, directors, officers and certain beneficial owners of the Company’s equity securities are required to file reports of their transactions in the Company’s equity securities with the SEC on specified due dates.

Insider Trading Policy

Tucows adopted an insider trading policy governing the purchase, sale, and other dispositions of Tucows securities that applies to all personnel of Tucows and its subsidiaries, including directors, officers and employees and other covered persons. Tucows believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of Tucows insider trading policy is filed as Exhibit 19.1 to this report.

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ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Philosophy

We recognize that our success depends to a great degree on the integrity, knowledge, imagination, skill, diversity and teamwork of our employees. To this end, attracting and retaining the level of executive talent we need to be successful in accomplishing our mission of providing simple useful services that help people unlock the power of the Internet is a key objective of our executive compensation program. Our executive compensation program is designed to ensure we have the talent we need to maintain our current high-performance standards and grow our business for the future. As such, we aim to provide competitive compensation packages for all our key positions, including our Named Executive Officers (“NEOs”) that are guided by market rates and tailored to account for the specific needs and responsibilities of the particular position as well as the performance and unique qualifications of the individual employee. For Fiscal ~~2024~~2025, our NEO's included Messrs. ~~Noss~~Woroch, Ivanov, ~~Singh,~~ Reilly, ~~Woroch~~ and Fausett. Mr. Noss is also an NEO for Fiscal 2025 due to his position as Chief Executive Officer until November 6, 2025. We do not have any other executive officers.

This Compensation Discussion and Analysis (“CD&A”) provides comprehensive information about our executive compensation program for our Fiscal ~~2024~~2025 NEOs, who are listed below, and provides context for the decisions underlying the compensation reported in the executive compensation tables in this Annual Report. Our NEOs are:

~~Elliot~~David ~~Noss~~Woroch* ~~President and~~ CEO, Tucows Inc. and ~~Ting~~Tucows Domains Ivan Ivanov Chief Financial Officer (“CFO”) ~~Justin~~and ~~Reilly~~CEO ~~Chief~~of ~~Executive~~Ting ~~Officer,~~Justin ~~Wavelo~~Reilly ~~David Woroch~~ Chief Executive Officer, ~~Tucows~~Wavelo ~~Domains~~ Bret Fausett Chief Legal Officer & Vice-President, Regulatory Affairs ~~Davinder~~Elliot ~~Singh~~Noss* Former Chief ~~Financial~~Executive Officer of Tucows Inc. and Ting

*Mr. ~~Ivanov~~Woroch became Chief ~~Financial~~Executive Officer of Tucows on November ~~August~~6, 52025, ~~2024~~Mr. Ivanov become the Chief Executive Officer of Ting on November 6, 2025. Mr. ~~Singh~~Noss served as Chief ~~Financial~~Executive Officer until his resignation effective November ~~August 2~~6, ~~2024~~2025.

Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long- term performance goals in a market-competitive and fiscally responsible ~~way~~manner, ~~which~~while increating ~~turn will create~~ value for our shareholders. We ~~achieve~~design our ~~objectives by designing our~~ executive compensation program so that a substantial amount of our NEOs’ compensation is performance-based to ensure that the actual compensation paid to our executives is appropriately aligned with ~~our~~ Company’s performance, and ~~shareholder~~ long-term shareholder interests. Beginning in Fiscal 2023 tothe ~~better~~Company ~~link~~enhanced the linkage between individual compensation toand Company performance, ~~the~~by ~~Company~~determining ~~will determine~~ variable compensation based on a ~~scorecard~~scorecards comprised of organizational targets ~~that~~aligned ~~are specific~~ to each executive's ~~business~~area ~~segment~~of ~~performance~~responsibility. In addition, welong-term ~~also~~equity ~~link~~awards, ~~individual~~including ~~compensation to Company performance by virtue of the~~ parent company orand subsidiary stock options, ~~granted~~further byalign ~~the~~executive ~~Company~~interests with shareholder value creation. More specifically, our executive compensation programs are designed to:

	•	provide an appropriate mix of fixed and variable compensation to attract, retain and motivate key executives;

	•	provide a substantial portion of our executive compensation that is performance-based, on a company or service basis, to support creation of long-term shareholder value, financial growth and operational efficiency without encouraging excessive risk taking;

	•	target compensation at the 50th percentile of market levels, as measured by Payscales; and

	•	promote internal equity by offering comparable pay to executives whom we expect to make roughly equivalent contributions, while differentiating executives’ compensation arrangements when appropriate.

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Overview of Pay Elements and Linkage to Compensation Philosophy and Objectives

We believe the following elements of our compensation program help us to realize our compensation philosophy and objectives:

Pay Element	Characteristics	Compensation Philosophy and Objectives	Factors Considered to Determine Awards
Salary	Annual fixed cash compensation	Provides a competitive and stable component of income to our executives	• Job responsibilities • Experience • Individual contributions • Future potential • Internal pay equity • Effect on other elements of compensation and benefits including target bonus amounts
Short-Term Incentive Bonus	Annual variable cash compensation based on the achievement of pre- established annual performance measures, for Fiscal 2022, these were based on parent company Adjusted EBITDA for Compensation and starting Fiscal 2023, these were based on balanced scorecards for each business which include a mix of performance measures tailored to each business segment	Provides competitive short- term incentive opportunities for our executives to earn annual cash bonuses based on performance objectives that, if attained, can reasonably be expected to (i) promote our business and strategic objectives and (ii) correspond to those paid to similarly-situated and comparably skilled executives at peer companies	• Company performance measures • Service performance measures
Stock Options Grants	Annual long-term equity awards, which can be in our Company ("Company Options") that vest over 4 years or non-recurring options in one or more of our subsidiaries of Wavelo or Ting ("Subsidiary Options") that vest over 3 or 4 years	Provides variable compensation that helps to retain executives and ensures our executives’ interests are aligned with those of shareholders to grow long-term value	• Job responsibilities • Individual contributions • Future potential • Value of vested and unvested outstanding equity awards • Internal pay equity

The weight of each of these components has to date not been determined by any particular formula, although our overall mix of total compensation has historically emphasized retention value. The specific mix of components has been and will continue to be within the discretion and business judgment of our Board and the ~~Corporate Governance, Nominating and~~ Compensation Committee, which has placed greater emphasis on considerations specific to the individual holding a particular executive position rather than on general market data.

At the 2023 Annual Meeting, a majority of our stockholders approved, as recommended by our Board, a proposal for our stockholders to be provided with the opportunity to cast a non-binding advisory vote on compensation of our NEOs every three years. Our Board believed that this frequency would be appropriate as a triennial vote would provide the Company with sufficient time to engage with stockholders to understand and respond to the “say-on-pay” vote results and to put in place any changes to the Company’s compensation program as a result of such discussions, if necessary. The next stockholder advisory (non-binding) vote on executive compensation will be held at our 2026 Annual Meeting.

Stock Grant Practices

The Company maintains a structured process for granting stock options to ensure consistency, transparency, and adherence to corporate governance practices. Stock option awards to executive officers and employees are granted by and at meetings of the ~~Nominating, Governance, and~~ Compensation Committee on a predetermined schedule. The ~~Nominating, Governance, and~~ Compensation Committee does not consider material nonpublic information when determining the timing or terms of stock option awards. Historically, annual equity awards for executive officers have been granted on or around the date of the Company’s annual meeting of shareholders.

60 In addition to the annual grant cycle, stock awards may be issued at other times throughout the year for new hires, employee promotions, and other special circumstances. The Compensation Committee has delegated the authority to approve off-cycle grants to employees, other than executive officers, to the People Team, subject to the guidelines established by the Compensation Committee.

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In addition to the annual grant cycle, stock awards may be issued at other times throughout the year for new hires, employee promotions, and other special circumstances. The Nominating, Governance, and Compensation Committee has delegated the authority to approve off-cycle grants to employees, other than executive officers, to the People Team, subject to the guidelines established by the Nominating, Governance, and Compensation Committee.

Stock option grants to non-employee directors are based on a predetermined formula and are automatically granted on the date of the annual meeting of shareholders to each non-employee director serving immediately following such meeting. Additional information regarding non-employee director compensation can be found in the “Item 10. Director, Executive Officers and Corporate Governance –Director Compensation” of this Annual Report.

During ~~fiscal~~Fiscal ~~year 2024~~2025, the Company did not grant equity awards to its named executive officers within the four business days preceding or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a Form 8-K that disclosed material nonpublic information. The Company does not time the disclosure of material nonpublic information for the purpose of influencing the value of stock option grants or executive compensation.

Determining Total Compensation

Base Salary

With respect to each NEO, in determining total compensation, the ~~Corporate Governance, Nominating and~~ Compensation Committee considers the Company’s compensation philosophy as outlined above, comparative market data and specific factors relative to each NEO’s responsibilities and performance. We do not specifically benchmark compensation for our NEOs in terms of picking a particular percentile relative to other people with similar titles at peer group companies. We believe that many subjective factors unique to each NEO’s responsibilities and performance are not adequately reflected or otherwise accounted for in a percentile-based compensation determination.

In addition, in determining the appropriate level of total compensation for our NEOs, the ~~Corporate Governance, Nominating and~~ Compensation Committee (i) reviews and considers the performance of each NEO, and (ii) considers, for each NEO, the estimated amount of total compensation:

	●	we would be willing to pay to retain that person;
	●	we would have to pay to replace the person; and
	●	the individual could otherwise command in the employment marketplace.

~~Our~~Management, ~~People~~including ~~Team leadership~~the VP People, reviews comparative data derived from market research and other publicly available information ~~for each of the NEOs~~ and ~~then~~develops ~~recommends~~ compensation ~~levels~~recommendations for ~~all~~the ~~employees to our CEO~~NEOs. The CEO ~~then,~~provides ~~after~~input ~~consultation~~ with ~~our~~respect ~~People Team, makes recommendations~~ to the ~~Corporate Governance, Nominating and Compensation Committee regarding total~~ compensation ~~for~~of ~~each~~executive ~~NEO.~~officers ~~The~~other ~~Corporate~~than ~~Governance~~himself, ~~Nominating~~ and the Compensation Committee reviews and ~~discusses the information and then~~ determines the total compensation for each NEO, as it deems appropriate.

The CEO’s total compensation is determined by the ~~Corporate Governance, Nominating and~~ Compensation Committee outside the presence of the CEO. The Committee’s decision regarding total compensation for the CEO is based on the philosophy outlined above and includes a review of comparative data and consideration of the accomplishments of the CEO in developing the business strategy for the Company, the performance of the Company relative to this strategy and his ability to attract and retain senior management. In establishing the CEO’s total compensation, the ~~Corporate Governance, Nominating and~~ Compensation Committee is also mindful of the prior results of the shareholder’s Advisory Vote on Executive Compensation.

We provide a base salary to our NEOs to compensate them for ~~services~~the ~~rendered~~scope onand aresponsibilities ~~day-to-day~~of ~~basis~~their ~~during~~roles ~~the year~~ and to provide ~~sufficient~~a ~~fixed~~stable ~~cash~~component ~~compensation~~of tototal ~~allow them to focus on their ongoing responsibilities~~compensation. The base salaries of all ~~executive~~NEOs ~~officers~~ are reviewed annually and adjusted, when ~~necessary~~appropriate, to reflect individual roles and performance as well as market conditions.

In Fiscal 2025, the Company discontinued the monthly car allowance previously provided to Mr. Noss and Mr. Woroch. To maintain total cash compensation at substantially the same level, the annual value of the automobile allowance was incorporated into their respective base salaries. Mr. Woroch and Mr. Ivanov received base salary adjustments as part of the annual compensation review process.

Annual Cash Incentive Bonuses

We use annual cash incentive bonuses to communicate specific goals that are of primary importance during the coming year and motivate our senior officers and NEOs to achieve these goals. Each year, we assess if our corporate financial and strategic objectives are optimally aligned with our management incentive compensation plan to motivate and reward our senior executives, including our NEOs, to attain specific short-term performance objectives that, in turn, further our long- term business objectives. These objectives are based upon corporate or service-related targets, rather than individual objectives. In setting target payout levels under our management incentive compensation plan, our ~~Corporate Governance, Nominating and~~ Compensation Committee considers historical payouts, the total cost to the ~~company~~Company should performance objectives be achieved and our retention needs.

The ~~Corporate Governance, Nominating and~~ Compensation Committee determines the initial level of funding for the annual incentive bonus pools during the annual budgeting process and approves provisional ~~quarterly~~semi-annual payments, computed on a pro-rata basis, based on ~~quarterly~~semi-annual minimum year-to-date targets for our senior officers, including NEOs, taking into account the Company’s actual performance on a year-to-date basis. The future holdback percentage could be adjusted for each semi-annual period should circumstances warrant it. The ~~Corporate Governance, Nominating and~~ Compensation Committee retains the right to interpret, rescind, prescribe, amend or suspend payment under our management incentive compensation plan at any time. Changes made by the ~~Corporate Governance, Nominating and~~ Compensation Committee will however only be on a prospective basis so will not impact any semi-annual rights our NEO’s and senior officers may have up to the date of the change.

The performance goals under our management incentive compensation plan consists of two components; namely, an incentive bonus and an overachievement bonus, each with established thresholds and maximum achievement levels.

For the incentive bonus component, achievement of established targets for each NEO will equate to 100% of the bonus being paid. Where 75% of an established target is achieved (“floor level”) this will result in 50% of the bonus being paid. Below the floor level no bonus is payable. In those cases, where achievement is between the floor level and the established target, straight-line interpolation is applied from the established target levels.

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The table below summarizes the ~~2025~~2026 and ~~2024~~2025 incentive bonus opportunities for our NEOs.

	2025			2024
	2026			2025
Named Officer	Target incentive Bonus Opportunity(1)		Basis for Target incentive Bonus for ~~2025~~2026	Target incentive Bonus Opportunity(1)		Basis for Target incentive Bonus for ~~2024~~2025
Elliot Noss	$	451,880	50% Ting targets, 20% Wavelo targets and 30% Tucows Domains targets	$	490,686	50% Ting targets, 20% Wavelo targets and 30% Tucows Domains targets
David Woroch(2)	$474,800		100% Tucows targets	$166,848		100% Tucows Domains targets
Ivan Ivanov (2)	$	240,000	50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets	$	-	50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets
Ivan Ivanov	$254,616		100% Tucows targets	$240,000		50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets
Justin Reilly	$343,609	~~327,022~~	100% Wavelo targets	$327,022	~~355,104~~	100% Wavelo targets
David Woroch	$	166,848	100% Domain Services targets	$	181,176	100% Domain Services targets
Bret Fausett	$216,300		100% Tucows targets	$210,000		50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets
Bret Fausett	$	210,000	50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets	$	210,000	50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets
Elliot Noss(2)	-		Not applicable	$451,880		50% Ting targets, 20% Wavelo targets and 30% Tucows Domains targets
Davinder Singh (2)	$	-	-	$	181,176	50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets

	(1)	All dollar amounts below are shown U.S. dollars. Amounts payable in Canadian dollars for ~~2024~~2025 and 2026 have been converted into U.S. dollars based upon the exchange rate of [1.~~3699]~~369 Canadian dollars for each U.S. dollar, the average OANDA exchange rate for ~~2024 as at December 31, 2024. Amounts payable in Canadian dollars during~~ the ~~2025 fiscal~~ year ~~have~~ended ~~been converted into U.S. dollars based upon the exchange rate of 1.4384 Canadian dollars for each U.S. dollar, which represents the year-end exchange rate as at~~ December 31, ~~2024~~2025.
	(2)	Mr. ~~Ivanov~~Woroch became Chief ~~Financial~~Executive Officer of Tucows Inc on ~~August~~November 56, ~~2024~~2025. Mr. ~~Singh~~Noss served as Chief ~~Financial~~Executive Officer until his resignation effective ~~August~~November 26, ~~2024~~2025.

Our ~~Corporate Governance, Nominating and~~ Compensation Committee ~~met in May 2024 and~~ determined the achievement of the financial objectives applicable under the management incentive compensation plan for ~~2024~~2025 had been partially achieved.

In connection with the ~~Corporate Governance, Nominating and~~ Compensation Committee’s annual review process, the Committee also approved a new set of performance goals under our management incentive compensation plan for Fiscal ~~2024~~2026 and decided not to increase the incentive bonus target opportunity for our NEOs.

Equity-Based Awards

We believe that equity-based awards encourage our NEOs to focus on the long-term performance of our business. Our Board grants equity awards to executives and other employees in order to enable them to participate in the long-term appreciation of our stock price. Additionally, we believe our equity awards provide an important retention tool for our NEOs, as they are subject to multi-year vesting. The equity awards can be Company Options and Subsidiary Options. To date, we have not adopted stock ownership guidelines for our NEOs.

Historically, we have granted equity-based awards in the form of Company Options, including options granted at the commencement of employment and additional awards each year. The size of the initial option grant made to each NEO upon joining our company is primarily based on competitive conditions applicable to the NEO's specific position. For subsequent equity grants to our NEOs, our Corporate Governance, Nominating and Compensation Committee receives input from our CEO and the People Team leadership.

In connection with its annual review process, the Corporate Governance, Nominating and Compensation Committee approved, effective June 17, ~~2024~~2025, the following Company Option awards to ~~our~~Messrs. ~~NEOs with the exception of Mr Ivanov~~Noss, ~~whose~~Woroch ~~company~~and ~~options were awarded on July 15, 2024~~Fauset. These options vest in equal installments on each of the first four anniversaries of the grant date, generally subject to the NEO’'s continued employment with us. The first 5,000 of Mr. Ivanov’s options vested on January 15, 2025; the remaining 15,000 shares will vest in a series of 42 successive equal monthly installments upon Mr. Ivanov’s completion of each additional month of service over the 42-month period thereafter. Mr. Ivanov was also granted 150,000 subsidiary options in Wavelo on July 15, 2024.

~~Please~~In ~~see~~connection ~~“Note~~with ~~15–~~his ~~Stock~~promotion ~~Option~~to ~~Plans”~~Chief ofExecutive Officer, the ~~Notes~~Compensation toCommittee ~~Consolidated~~approved ~~Financial~~a ~~Statements~~grant ~~included~~of in20,000 ~~Part~~stock IIoptions to Mr. Woroch on November 26, ~~Item~~2025 8under ofthe Company’s equity compensation plan. The Committee determined that this ~~Annual~~award ~~Report~~supports ~~for~~the aCompany’s ~~detailed~~executive ~~description~~compensation objectives by aligning Mr. Woroch’s interests with long-term shareholder value and promoting retention. The options vest in four equal annual installments beginning one year after the grant date and have an exercise price equal to the fair market value of ~~these~~the ~~plans~~Company’s common stock on the date of grant.

~~The following table sets forth the number of Company Options granted in Fiscal 2024 and their corresponding aggregate grant date fair value as of December 31, 2024.~~ 68

Name	Number of Company Options		Aggregate Grant Date Fair Value (US Dollars)
Elliot Noss		15,000	$	141,089
Ivan Ivanov (1)		20,000	$	195,800
Justin Reilly		-		-
David Woroch		15,000	$	141,089
Bret Fausett		13,500	$	125,297
Davinder Singh (1)		-		-

In September 8, 2025, the Compensation Committee approved a grant of 20,000 stock options to Mr. Ivanov, Chief Financial Officer, in recognition of his increased responsibilities and contributions to the Company. The award was granted under the Company’s equity compensation plan to reinforce alignment with the Company’s long-term performance objectives and support retention. These options vest in four equal annual installments beginning one year after the grant date and have an exercise price equal to the fair market value of the Company’s common stock on the date of grant.

~~(1)~~Please ~~Mr.~~see ~~Ivanov~~“Note ~~became Chief Financial Officer on August 5, 2024~~15. ~~Mr.~~Stock ~~Singh~~Option ~~served~~Plans” asto ~~Chief~~Consolidated Financial ~~Officer~~Statements, ~~until~~for ~~his~~a ~~resignation~~detailed ~~effective~~description ~~August~~of 2,these ~~2024~~plans.

62 The following table sets forth the number of Company Options granted in Fiscal 2025 and their corresponding aggregate grant date fair value as of December 31, 2025.

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Name	Number of Company Options		Aggregate Grant Date Fair Value (U.S. Dollars)

David Woroch⁽¹⁾		22,250	$	232,598
Ivan Ivanov		20,000	$	169,252
Justin Reilly		-		-
Bret Fausett		1,124	$	10,566
Elliot Noss ⁽¹⁾		4,500	$	42,300

The following table sets forth the number of Subsidiary Options granted in Fiscal ~~2024~~ 2025 and their corresponding aggregate grant date fair value as of December 31, ~~2024~~2025

Name	Number of Subsidiary Options		Aggregate Grant Date Fair Value (USU.S. Dollars)
Elliot Noss		-		-
Ivan Ivanov		-		-
Ivan Ivanov (1)		150,000	$	109,201
Justin Reilly		-		-
David Woroch		-		-
David Woroch(1)		-		-
Bret Fausett		-		-
Davinder Singh (1)		-		-
Elliot Noss(1)		-		-

(1) Mr. ~~Ivanov~~Woroch became Chief ~~Financial~~Executive Officer onof ~~August~~Tucows 5Inc on November 6, ~~2024~~2025. Mr. ~~Singh~~Noss served as Chief ~~Financial~~Executive Officer until his resignation effective November ~~August 2~~6, ~~2024~~2025.

During Fiscal ~~2024~~2025 options exercised and vested for our named executive officers were as follows:

Name	Company options exercised during Fiscal ~~2024~~2025		Company options vested during Fiscal ~~2024~~2025		Subsidiary options exercised during Fiscal ~~2024~~2025		Subsidiary options vested during Fiscal ~~2024~~2025 Wavelo		Subsidiary options vested during Fiscal ~~2024~~2025 Ting
Elliot Noss		-		4,875		-		250,000		486,486
David Woroch(1)		-		8,500		-		-		-
Ivan Ivanov (1)		-		-		-		-		-
Ivan Ivanov		-		8,928		-		15,625		-
Justin Reilly		-		2,~~813~~250		-		1,125,000		-
David Woroch		-		5,313		-		-		-
Bret Fausett		-		7,843		-		-		-
Bret Fausett		-		3,938		-		-		1,352
Elliot Noss(1)		-		22,500		-		250,000		567,568
Davinder Singh (1)		-		4,313		-		21,875		7,095

Severance and Change of Control Benefits

Our Board believes that it is necessary to offer senior members of our executive team severance benefits to ensure that they remain focused on executing our strategic plans, including in the event of a proposed or actual acquisition. We have entered into employment agreements with our NEOs to provide them with additional severance benefits upon an involuntary termination of employment under specified circumstances prior to and following a change of control. The terms of these agreements are described below in "Potential Payments on Termination or Change in Control."

Perquisites

We do not provide any significant perquisites or other personal benefits to our NEOs.

Benefits

We provide the following benefits to our NEOs. We believe these benefits are typical of the companies with which we compete for employees:

• healthcare insurance; • life insurance and accidental death and dismemberment insurance; • long term disability insurance; • a registered retirement savings and 401(k) matching program; • a healthcare spending account; • ~~a car allowance; •~~ an annual medical; and • an employee assistance program.

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Certain Corporate Governance Considerations

We currently do not require our executive officers to own a particular number of shares of our common stock. The ~~Corporate Governance, Nominating and~~ Compensation Committee is satisfied that stock and option holdings among our executive officers are sufficient at this time to provide motivation and to align their interests with those of our stockholders. However, we prohibit all directors and employees from hedging their economic interest in the Company securities that they hold.

Tax Considerations

We do not provide any tax gross-ups to our executive officers or directors.

In designing our compensation programs, the ~~Corporate Governance, Nominating and~~ Compensation Committee considers the financial accounting and tax consequences to Tucows as well as the tax consequences to our employees. In determining the aggregate number and mix of equity grants in any fiscal year, the ~~Corporate Governance, Nominating and~~ Compensation Committee and management consider the size and share-based compensation expense of the outstanding and new equity awards.

Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to their chief executive officer, chief financial officer and the next three most highly compensated executive officers (as well as certain other officers who were covered employees in years after 2016). As a result, most of the compensation payable to our NEOs in excess of $1 million per person in a year will not be fully deductible.

Tax deductibility is not the primary factor used by the Committee in setting compensation, however, and corporate objectives may not necessarily align with the requirements for full deductibility under Section 162(m). Our ~~Corporate Governance, Nominating and~~ Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our NEOs. We believe it is important and in the best interests of our shareholders to preserve flexibility in administering compensation programs as corporate objectives may not always be consistent with the requirements for full deductibility under Section 162(m).

Compensation Risk Assessment

The ~~Corporate Governance, Nominating and~~ Compensation Committee oversaw the performance of a risk assessment of our Executive Compensation Program to ascertain any potential material risks that may be created by this program. Because performance-based incentives are used in our executive compensation program, it is important to ensure that these incentives do not result in our NEOs taking unnecessary or excessive risks or any other actions that may conflict with our long-term interests. The ~~Corporate Governance, Nominating and~~ Compensation Committee considered the following attributes of our Executive Compensation Program:

	•	the balance between short- and long-term incentives;
	•	use of qualitative as well as quantitative performance factors in determining compensation payouts, including minimum and maximum performance thresholds, funding that is based on actual results measured against pre-approved financial and operational goals and metrics that are clearly defined;
	•	incentive compensation that includes a stock component where value is best realized through long-term appreciation of stockholder value; and
	•	incentive compensation components that are paid or vest over an extended period.

The ~~Corporate Governance, Nominating and~~ Compensation Committee focuses primarily on the compensation of our NEOs because risk-related decisions depend predominantly on their judgment. The ~~Corporate Governance, Nominating and~~ Compensation Committee believes that risks arising from our policies and practices for compensation of other employees are not reasonably likely to have a material adverse effect on us.

Compensation Committee Report

The ~~Corporate Governance, Nominating and~~ Compensation Committee has reviewed and discussed the foregoing CD&A with management and, based on such review and discussions, the ~~Corporate Governance, Nominating and~~ Compensation Committee has recommended to the Board that the CD&A be included in this Annual Report.

Submitted by the following members of the ~~Corporate Governance, Nominating and~~ Compensation Committee:

~~Robin~~Stephan ~~Chase~~Uhrenbacher (Chair) ~~Allen~~Laurenz ~~Karp~~Nienaber ~~Gigi~~Allen ~~Sohn~~Taylor

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Summary Compensation Table

The following Summary Compensation table provides a summary of the compensation earned by our NEOs, comprising our Chief Executive Officer, our Chief Financial Officer, and our ~~next~~two ~~three~~ most highly compensated executive officers for services rendered in all capacities during ~~2024~~2025. Specific aspects of this compensation are dealt with in further detail in the tables that follow. All dollar amounts below are shown in U.S. dollars. If necessary, amounts that were paid in Canadian dollars during Fiscal ~~2024~~2025 were converted into U.S. dollars based upon the exchange rate of 1.~~300~~3979 Canadian dollars for each U.S. dollar, which represents the average exchange rate for ~~2024~~2025.

Name and Principal Position	Year	Salary (~~1) (~~$)		Non-Equity Incentive Plan (21) ($)		Option Awards (3) ($)		All Other Compensation (4) ($)		Total ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)
Elliot Noss	2024	$	474,730	$	352,466	$	141,089	$	7,449	$	975,734
David Woroch (6)	2025	$	322,440	$	227,178	$	232,598	$	3,035	$	785,251
President and Chief Executive Officer of Tucows and Ting	2023		481,767		390,766		55,815		210,372		1,138,720
Chief Executive Officer, Tucows Inc and Tucows Domains	2024		292,141		153,502		141,089		8,034		594,766
	2022		455,398		281,452		73,781		495,571		1,306,202
	2023		296,472		163,982		55,815		7,041		523,310
Ivan Ivanov (5)	2024		166,667		111,756		195,800		109,201		583,424
Ivan Ivanov (7)	2025		406,000		177,292		169,252		14,600		767,144
Chief Financial Officer	2023		-		-		-		-		-
Chief Financial Officer, and Chief Executive Officer, Ting	2024		166,667		111,756		195,800		109,201		583,424
	2022		-		-		-		-		-
	2023		-		-		-		-		-
Justin Reilly	~~2024~~2025		~~572~~560,~~597~~838		-83,159		-		~~876~~715		~~573~~644,~~473~~712
Chief Executive Officer, Wavelo	~~2023~~2024		~~581~~572,~~085~~597		~~355,104~~-		-		~~1,482~~876		~~937~~573,~~671~~473
	2022		603,031		361,818		73,781		2,196,080		3,234,710
	2023		581,085		355,104		-		1,482		937,671
David Woroch	2024		292,141		153,502		141,089		8,034		594,766
Bret Fausett	2025		350,000		154,362		10,566		14,600		529,528
Chief Executive Officer, Tucows Domains	2023		296,472		163,982		55,815		7,041		523,310
Chief Legal Officer and Vice-President, Regulatory Affairs	2024		350,000		186,900		125,297		14,800		676,997
	2022		297,473		144,308		147,561		6,701		596,043
	2023		350,000		167,290		39,070		17,913		574,273
Bret Fausett	2024		350,000		186,900		125,297		14,800		676,997
Elliot Noss (6)	2025		410,980		133,008		42,300		2,555,164		3,141,452
Chief Legal Officer and Vice-President, Regulatory Affairs	2023		350,000		167,290		39,070		17,913		574,273
Former President and Chief Executive Officer of Tucows and Ting	2024		474,730		390,766		55,815		210,372		1,131,683
	2022		317,655		120,578		73,781		73,164		585,178
	2023		481,767		281,452		73,781		495,571		1,332,571
Davinder Singh (5)	2024		170,416		70,370		-		11,709		252,495
Chief Financial Officer	2023		296,472		157,828		55,815		16,920		527,034
	2022		290,299		137,816		73,781		176,012		677,908

(1)	Due to administrative error, the information in this column has been updated to reflect gross salary.
(2)	Represents bonus earned under our incentive programs during the fiscal years ended December 31, 2024, 2023 and 2022.

(1)	Represents bonus earned under our incentive programs during the fiscal years ended December 31, 2025, 2024 and 2023.

Of the ~~2024~~2025 amount, the following amounts representing the bonus for the third and fourth quarter will be paid in March ~~2025~~2026:

Elliot Noss	$	199,999
David Woroch	$	139,132
Ivan Ivanov	$	~~111~~90,~~756~~698
Justin Reilly	$	-
David Woroch	$	103,828
Bret Fausett	$	78,593
Bret Fausett	$	101,457
Elliot Noss	$	-
Davinder Singh	$	-

Of the ~~2023~~2024 amount, the following amounts representing the bonus for the third and fourth quarter were paid in March ~~2024~~2025:

Elliot Noss	$	174,887
David Woroch	$	103,828
Ivan Ivanov	$	-111,756
Justin Reilly	$	~~106,531~~-
David Woroch	$	84,585
Bret Fausett	$	101,457
Bret Fausett	$	79,883
Elliot Noss	$	199,999
Davinder Singh	$	74,942

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Of the ~~2022~~2023 amount, the following amounts representing the bonus for the third and fourth quarter were paid in February ~~2023~~2024:

Elliot Noss	$	107,611
David Woroch	$	84,585
Ivan Ivanov	$	-
Justin Reilly	$	~~233~~106,~~839~~531
David Woroch	$	57,441
Bret Fausett	$	79,883
Bret Fausett	$	45,773
Elliot Noss	$	174,887
Davinder Singh	$	50,389

(3)	Represents the aggregate grant date fair value of such Company Options, calculated in accordance with ~~FASB~~ ASC 718. Please see “Note 15–. Stock Option Plans” ofto the ~~Notes to~~ Consolidated Financial Statements ~~included in Part II~~, ~~Item 8 of this Annual Report,~~ for a discussion of the assumptions underlying these calculations.
(4)	Amounts reported in this column are comprised of the following items:

		Additional
		Health		Car		One-Time		Subsidiary		Retirement		~~All Other~~Consulting		All Other
		Spending		Allowance		Payment		Stock Options (15)		Allowance		~~Compensation~~Fees		Compensation
	Year	Credits ($)		($)		($)		($)		($)		($)		($)
Elliot Noss	2024	$	876	$	6,573	$	-	$	-	$	-	$	7,449
David Woroch (6)	2025	$	2,003	$	1,032	$	-	$	-	$	-	$	-	$	3,035
	2023		2,001		6,671		-		201,700		-		210,372
	2024		2,556		5,478		-		-		-		-		8,034
	2022		1,154		6,656		-		487,761		-		495,571
	2023		1,482		5,559		-		-		-		-		7,041
Ivan Ivanov (5)	2024		-		-		-		109,201		-		109,201
Ivan Ivanov (7)	2025		600		-		-		-		14,000		-		14,600
	2023		-		-		-		-		-		-
	2024		-		-		-		109,201		-		-		-
	2022		-		-		-		-		-		-
	2023		-		-		-		-		-		-		-
Justin Reilly	~~2024~~2025		~~876~~715		-		-		-		-		~~876~~-		715
	2023		1,482		-		-		-		-		1,482
	2024		876		-		-		-		-		-		876
	2022		1,154		-		-		2,194,926		-		2,196,080
	2023		1,142		-		-		-		-		-		1,142
David Woroch	2024		2,556		5,478		-		-		-		8,034
Bret Fausett	2025		600		-		-		-		14,000		-		14,600
	2023		1,482		5,559		-		-		-		7,041
	2024		1,000		-		-		-		13,800		-		14,800
	2022		1,154		5,547		-		-		-		6,701
	2023		-		-		-		5,043		12,870		-		17,913
Bret Fausett	2024		1,000		-		-		-		13,800		14,800
Elliot Noss(6)	2025		716		1,238		2,508,210		-		-		45,000		2,555,164
	2023		-		-		-		5,043		12,870		17,913
	2024		876		6,573		-		-		-		-		7,449
	2022		-		-		-		73,164		-		73,164
	2023		2,001		6,671		-		201,700		-		-		210,372
Davinder Singh (5)	2024		-		3,582		-		-		8,127		11,709
	2023		-		5,559		-		5,043		6,318		16,920
	2022		1,154		5,547		96,147		73,164		-		176,012

(1)	Represents the aggregate grant date fair value of such Subsidiary Options, calculated in accordance with FASB ASC 718. Please see “Note 15– Stock Option Plans” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for a discussion of the assumptions underlying these calculations.
(5)	Represents the aggregate grant date fair value of such Subsidiary Options, calculated in accordance with ASC 718. Please see “Note 15. Stock Option Plans” to the Consolidated Financial Statements, for a discussion of the assumptions underlying these calculations.
(5)	Mr. Ivanov became Chief Financial Officer on August 5, 2024. Mr. Singh served as Chief Financial Officer until his resignation effective August 2, 2024.
(6)	Mr. Woroch was appointed Chief Executive Officer of Tucows Inc. effective November 6, 2025. His reported salary reflects compensation earned both prior to and following his appointment as CEO and is therefore blended for the fiscal year. Mr. Noss served as Chief Executive Officer until his resignation, also effective November 6, 2025.
(7)	Mr. Ivanov became Chief Financial Officer on August 5, 2024. Mr. Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

Executive Pay Ratio

InDuring ~~August~~Fiscal 2025 ~~2015~~more ~~pursuant~~than toone aindividual ~~mandate~~served ofas PEO at different times during the ~~Dodd-Frank~~year. ~~Wall~~In ~~Street~~accordance ~~Reform~~with ~~and~~Instruction ~~Consumer~~10 ~~Protection~~to ~~Act~~Item 402(u) of Regulation S-K, the ~~SEC~~Company ~~adopted~~determined ato ~~rule~~use ~~requiring~~the annual ~~disclosure~~total compensation of the ~~ratio~~individual serving as PEO on December 31, 2025, Mr. Woroch, for purposes of calculating the ~~median~~pay ~~employee~~ratio. Mr. Woroch’s ~~annual~~compensation ~~total~~was ~~compensation~~annualized tobased ~~the~~on ~~total~~his ~~annual~~base ~~compensation~~salary ofand ~~the~~target ~~principal~~annual ~~executive~~incentive ~~officer~~opportunity ~~(‟PEO”).~~in ~~The~~effect ~~Company’s~~as ~~PEO~~of December is31, Mr2025. ~~Noss.~~For ~~The~~Fiscal ~~annual~~2025, the annualized total compensation ~~for~~of ~~fiscal year 2024 for~~ our PEO was $~~975~~949,~~734,~~520 and ~~for~~ the annual total compensation of our median employee was $8475,~~386~~493. ~~The~~Based ~~resulting~~on this information, the ratio of the annual total compensation of our PEO’s ~~pay~~ to ~~the~~that ~~pay~~ of our median employee ~~for~~was ~~fiscal~~approximately ~~year~~13 ~~2024 is 12~~ to 1.

The ~~measurement~~pay ratio was ~~prepared~~determined asusing ofa measurement date of December 31, ~~2024~~2025 and based on ~~active~~ employees active as atof that date. ~~and~~To ~~total~~identify ~~compensation~~the ~~for~~median employee, the ~~annual~~company ~~period~~used ~~then~~annual ~~ended.~~base ~~The~~salary ~~Company~~plus ~~utilized~~target ~~tax~~annual ~~records~~incentive toopportunity ~~determine~~as the ~~total~~consistently ~~annual~~applied compensation ~~based on gross employment income for each individual Form W-2 or equivalent for our international subsidiaries~~measure. ~~Gross~~The ~~employment~~Company ~~income~~(i) ~~includes~~calculated ~~salaries, bonus, company medical benefits, car allowance and benefits from exercise of stock-options. We determined~~ the ~~compensation~~sum of ~~our~~annual ~~median~~base ~~employee~~salary ~~(i)~~and bytarget ~~calculating the~~ annual ~~total~~incentive ~~compensation~~opportunity ~~described above~~ for each ofemployee ~~our~~(excluding ~~employees~~the PEO), (ii) ~~ranking~~ranked ~~the~~such ~~annual~~amounts ~~total compensation of all employees except for the PEO~~ from lowest to highest, and (iii) ~~determining~~identified the ~~Median~~median ~~Employee~~employee. ~~The~~For ~~Median~~employees ~~Employee’s~~paid ~~Fiscal 2024~~in ~~compensation~~currencies ~~was~~other ~~then~~than ~~determined~~U.S. indollars, acompensation ~~manner~~amounts ~~consistent~~were ~~with~~converted ~~the~~to ~~Summary~~U.S. ~~Compensation~~dollars ~~Table~~using ~~above~~the ~~and~~applicable ~~compared~~exchange torates ~~the~~in ~~PEO~~effect as toof December ~~derive~~31, ~~the ratio~~2025.

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Grants of Plan-Based Awards

The following table sets forth information concerning Company plan-based awards granted to our NEOs in ~~2024~~2025:

			Estimated future payouts under non-equity incentive plan awards(1)						All other stock awards: Number of shares of stock or units (#)		Exercise or base price of option awards ($/Sh)		Grant date fair value of stock and option awards(2)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)				($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Elliot Noss	6/17/2024		$	245,343	$	490,686	$	490,686		15,000	$	20.59	$	141,089
David Woroch(3)		—	$	237,400	$	474,800	$	474,800		—		—		—
Ivan Ivanov (3)		7/15/2024		-		-		-		20,000		21.88		195,800
	6/5/2025			—		—		—		2,250		19.57		21,150
Justin Reilly	-			177,552		355,104		355,104		-		-		-
	11/26/2025			—		—		—		20,000		21.58		211,448
David Woroch		6/17/2024		90,588		181,176		181,176		15,000		20.59		141,089
Ivan Ivanov		—		120,000		240,000		240,000		—		—		—
Bret Fausett	6/17/2024			105,000		210,000		210,000		3,500		20.59		32,921
	9/8/2025			—		—		—		20,000		17.38		169,252
		9/3/2024								10,000		20.25		92,377
Justin Reilly		—		163,511		327,022		327,022		—		—		—
Davinder Singh (3)	-			90,588		181,176		181,176		-		-		-
Bret Fausett		—		105,000		210,000		210,000		—		—		—
	6/5/2025			—		—		—		1,124		19.57		10,566
Elliot Noss(3)	6/5/2025			—		—		—		4,500		19.57		42,300

(1) The amounts represent the range of payouts under the ~~2024~~2025 Annual Cash Incentive Bonus plan assuming the achievement of corporate and individual performance targets as further described in "Annual Cash Incentive Bonuses." Amounts above reflect adjustment for any changes in base pay and resulting target bonus percentage during 2024.

(2)	Represents the grant date fair value of such awards, calculated in accordance with ~~FASB~~ ASC 718. Please see “Note 15. – Stock Option Plans” ~~of Notes~~ to the Consolidated Financial Statements ~~included in Part II~~, ~~Item 8 of this Annual Report,~~ for a discussion of the assumptions underlying these calculations.
(3)	Mr. ~~Ivanov~~Woroch became Chief ~~Financial~~Executive Officer of Tucows Inc on ~~August~~November 56, ~~2024~~2025. Mr. ~~Singh~~Noss served as Chief ~~Financial~~Executive Officer until his resignation effective ~~August~~November 26, ~~2024~~2025.

~~The following table sets forth information concerning Subsidiary plan-based awards granted to our NEOs in 2024:~~ 74

Name	Grant date	All other option awards: Number of shares underlying Subsidiary Options		Exercise or base price of Subsidiary Option awards		Grant date fair value of Subsidiary Option awards (1)
Elliot Noss			-		-		-
Ivan Ivanov (2)	7/15/2024		150,000	$	1.78	$	109,201
Justin Reilly			-		-		-
David Woroch			-		-		-
Bret Fausett			-		-		-

The following table sets forth information concerning Subsidiary plan-based awards granted to our NEOs in 2025:

(1) Represents the grant date fair value of such awards, calculated in accordance with FASB ASC 718. Please see “Note 15 – Stock Option Plans” of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for a discussion of the assumptions underlying these calculations.

Name

Grant date

All other option awards: Number of shares underlying Subsidiary Options

Exercise or base price of Subsidiary Option awards

Grant date fair value of Subsidiary Option awards (1)

Ivan Ivanov

Justin Reilly

David Woroch

Bret Fausett

Elliot Noss

(21) ~~Mr.~~Represents ~~Ivanov~~the ~~became~~grant ~~Chief~~date ~~Financial~~fair ~~Officer~~value onof ~~August~~such 5awards, ~~2024~~calculated in accordance with FASB ASC 718. MrPlease see “Note 15. ~~Singh~~Stock ~~served~~Option asPlans” ~~Chief~~to the Consolidated Financial ~~Officer~~Statements, ~~until~~for ~~his~~a ~~resignation~~discussion ~~effective~~of ~~August~~the 2,assumptions ~~2024~~underlying these calculations.

67 (2) Mr. Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025. Mr. Noss served as Chief Executive Officer until his resignation effective November 6, 2025.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning Company Stock Options held by the named executive officers as of December 31, ~~2024~~2025:

Name	Number of Securities Underlying Unexercised Company Options (#) Exercisable	Number of Securities Underlying Unexercised Company Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date
Elliot Noss	4,500	-	$64.10	6/4/2025
David Woroch(1)	2,250	-	$62.12	5/28/2026
	4,500	-	62.12	5/27/2026
	2,250	-	60.01	5/28/2027
	4,500	-	60.01	5/27/2027
	4,000	-	79.44	5/12/2028
	3,750	1,250	79.44	5/11/2028
	7,500	2,500	41.97	6/17/2029
	2,500	2,500	4126.9778	6/1629/~~2029~~2030
	1,250	3,750	26.78	6/29/2030
	3,750	11,250	20.59	6/17/2031
	-	152,~~000~~250	2019.5957	6/175/~~2031~~2032
	21,000	22,500
		20,000	21.58	11/26/2032
Ivan Ivanov (1)	-	20,000	$21.88	7/15/2031
	22,250	38,500
	-	20,000
Ivan Ivanov	8,928	11,072	$21.88	7/15/2031
	-	20,000	$17.38	9/8/2032
	8,928	31,072
Justin Reilly	6,750	-	$55.19	9/16/2026
	2,250	-	60.01	5/28/2027
	3,000	1,000	79.44	5/12/2028
	4,000	-	79.44	5/12/2028
	2,500	2,500	41.97	6/17/2029
	3,750	1,250	41.97	6/17/2029
	14,500	3,500
	16,750	1,250
David Woroch	2,250	-	$64.10	6/4/2025
Bret Fausett	1,124	-	62.12	5/28/2026
	2,250	-	62.12	5/27/2026
	1,124	-	60.01	5/28/2027
	2,250	-	60.01	5/27/2027
	2,498	-	79.44	5/11/2028
	3,000	1,000	79.44	5/11/2028
	1,875	625	41.97	6/29/2029
	5,000	5,000	41.97	6/16/2029
	443	1,299	26.78	6/29/2030
	1,250	3,750	26.78	6/29/2030
	875	2,625	20.59	6/17/2031
	-	15,000	20.59	6/17/2031
	2,500	7,500	20.25	9/3/2031
	16,000	24,750
	-	1,124	19.57	6/5/2032
Bret Fausett	561	-	64.10	6/5/2025
	10,439	13,173
	1,124	-	62.12	5/28/2026
Elliot Noss(1)	4,500	-	$62.12	5/28/2026
	842	-	60.01	5/28/2027
	4,500	-	60.01	5/28/2027
	207	625	79.44	5/11/2028
	5,000	-	79.44	5/12/2028
	415	-	41.97	6/16/2029
	5,000	-	41.97	6/17/2029
	8	1,250	26.78	6/29/2030
	5,000	-	26.78	6/29/2030
	-	1,305	26.78	6/29/2030
	15,000	-	20.59	6/17/2031
	-	3,500	20.59	6/17/2031
	4,500	-	19.57	6/5/2032
	-	10,000	20.25	9/3/2031
	43,500	-
	3,157	16,680
Davinder Singh (1)	-	-	-	-
	-	-

(1) Mr. ~~Ivanov~~Woroch became Chief ~~Financial~~Executive Officer of Tucows Inc on ~~August~~November 56, ~~2024~~2025. Mr. ~~Singh~~Noss served as Chief ~~Financial~~Executive Officer until his resignation effective ~~August~~November 26, ~~2024~~2025.

The stock options grants listed in the above table were issued under our 2006 Plan.

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Under the 2006 Plan, these options primarily vest over a period of four years and have a 7-year term. These options are not exercisable for one year after the grant. Thereafter they become exercisable at the rate of 25% per annum, becoming fully exercisable after the fourth year.

The following table sets forth information concerning subsidiary stock options held by the named executive officers as of December 31, ~~2024~~2025:

Name	Number of Securities Underlying Unexercised Subsidiary Options (#) Exercisable				Number of Securities Underlying Unexercised Subsidiary Options (#) Unexercisable				Option Exercise Price ($)		Option Expiration Date
	Wavelo		Ting		Wavelo		Ting
Elliot Noss		750,000		-		250,000		-		1.27	11/8/2029
Ivan Ivanov		15,625		-		134,375		-		1.27	7/14/2031
		-		1,432,432		-		567,568		6.00	1/15/2030
		15,625		-		134,375		-
		750,000		1,432,432		250,000		567,568
Justin Reilly		4,500,000		-		-		-		1.27	11/8/2029
Ivan Ivanov (1)		-		-		150,000		-		1.27	7/14/2031
		4,500,000		-		-		-
		-		-		150,000		-
Justin Reilly		3,375,000		-		1,125,000		-		1.27	11/8/2029
		3,375,000		-		1,125,000		-
Bret Fausett		75,000		-		-		-		1.27	11/8/2029
		-		25,000		-		-		6.00	1/15/2030
		75,000		25,000		-		-
Davinder Singh (1)		-		-		-		-
Elliot Noss(1)		1,000,000		-		-		-		1.27	11/8/2029
		-		-2,000,000		-		-		6.00	1/15/2030
		1,000,000		2,000,000		-		-

(1) Mr. ~~Ivanov~~Noss ~~became Chief Financial Officer on August 5, 2024. Mr. Singh~~ served as Chief ~~Financial~~Executive Officer until his resignation effective November ~~August 2~~6, ~~2024~~2025.

The stock option grants listed in the above table were issued under the Wavelo, Inc. 2022 Equity Compensation Plan ("Wavelo ECP") and the 2022 Ting Equity Compensation Plan ("Ting ECP") adopted in 2022 and 2023 respectively.

Under the Wavelo ECP, these options primarily vest over a period of three years and have a 7-year term. For the initial grants under the plan, the first 25% became exercisable within three months and vesting ratably monthly thereafter, after the third year.

Under the Ting ECP, these options primarily vest over a period of four years and have a 10-year term.

Director Compensation

The required information regarding our director compensation is set forth in Part III, Item 10 “Directors, Executive Officers and Corporate Governance” of this Annual Report and is incorporated herein by reference.

69 76

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Potential Payments on Termination or Change in Control

We have certain agreements that require us to provide compensation to our NEO in the event of a termination of employment or a change in control of Tucows. These agreements are summarized following the table below and do not include any payment for termination for cause. The tables below show estimated compensation payable to each NEO upon various triggering events. Actual amounts can only be determined upon the triggering event.

Elliot Noss (1)		Termination		Change in
Ivan Ivanov (1)		Termination		Change in
	2024	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
	2025	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance (2)		$	~~949~~412,~~460~~000	$	2412,~~963,534~~000
Bonus Plan (3)			~~874~~247,~~474~~200		~~874~~247,~~474~~200
Acceleration of Unvested Equity Awards (4)			-		-
Benefits (5)
Car Allowance			13,146		13,341
Healthcare Flexible Spending Account			-		-
Healthcare Flexible Spending Account			1,753		1,753
		$	659,200	$	659,200
		$	1,838,833	$	3,853,102

Ivan Ivanov (1)		Termination		Change in
	2024	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance (2)			400,000		-
Bonus Plan (3)			399,699		-
Acceleration of Unvested Equity Awards (4)			-		-
Benefits (5)
Car Allowance			-		-
Healthcare Flexible Spending Account			-		-
		$	799,699	$	—

Bret Fausett (1)		Termination		Change in
	2024	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
	2025	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance (2)		$	~~379~~408,~~167~~333	$	-408,333
Bonus Plan (3)			~~242~~245,~~387~~000		-245,000
Acceleration of Unvested Equity Awards (4)			-		-
Benefits (5)
Car Allowance			-		-
Healthcare Flexible Spending Account					-
Healthcare Flexible Spending Account			1,083.00		-
		$	653,333	$	653,333
		$	622,637	$	—


Justin Reilly ⁽¹⁾	Termination		Change in
	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance ⁽²⁾	$	841,743	$	841,743
Bonus Plan ⁽³⁾		505,046		505,046
Acceleration of Unvested Equity Awards ⁽⁴⁾		-		-

Benefits ⁽⁵⁾
Healthcare Flexible Spending Account		730		730

	$	1,347,519	$	1,347,519

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David Woroch ⁽¹⁾	Termination		Change in
	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance	$	1,822,227	$	1,822,227
Bonus Plan ⁽³⁾		1,822,227		1,822,227
Acceleration of Unvested Equity Awards ⁽⁴⁾		-		405,964

Benefits ⁽⁵⁾
Healthcare Flexible Spending Account		7,850		7,850

	$	3,652,304	$	4,058,268

Justin Reilly (1)		Termination		Change in
(1)	For the purpose of the table we assumed an annual base salary at the executive’s level as of December 31, 2025.
		without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
(2)	For Mr. Ivanov, severance compensation is twelve (12) months of base salary if termination occurs prior to the 18-month anniversary of his Effective Date of July 15, 2024, and thereafter six (6) months of base salary plus one (1) week of base salary for each completed year of service, subject to a maximum of twenty-four (24) months of base salary. For Mr. Fausett, severance compensation is six (6) months of base salary plus one additional month of base salary for each completed year of service, subject to a maximum of twenty-four (24) months. For Mr. Reilly, severance compensation is twelve (12) months of base salary plus one (1) additional month of base salary for each completed year of service, subject to a maximum of twenty-four (24) months.
Compensation
Base Salary/Severance (2)		$	524,881	$	-
Bonus Plan (3)			-		-
Acceleration of Unvested Equity Awards (4)			-		-
Benefits (5)
Car Allowance			-		-
Healthcare Flexible Spending Account			803		-
		$	525,684		-

David Woroch (1)	Termination		Change in
	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance (2)	$	584,283	$	-
Bonus Plan (3)		418,349		-
Acceleration of Unvested Equity Awards (4)		-		-
Benefits (5)
Car Allowance		10,955		-
Healthcare Flexible Spending Account		5,112		-
	$	1,018,699	$	-

(1)	For the purpose of the table we assumed an annual base salary at the executive’s level as of December 31, 2024.
(3)	For the purpose of the table we assumed that the annual incentive bonus target as of December 31, 2025 had been achieved and that no overachievement bonus or special bonuses would be payable.
(2)	Severance for Mr. Noss is compensation for one year plus one-month additional compensation for each completed year of service. Total compensation is capped at 24 months. For Messrs. Fausett, Reilly and Woroch, severance compensation is for six months plus one-month additional compensation for each completed year of service. Total compensation is capped at 24 months. Severance for Mr. Ivan is 12 months base salary prior to 18 months anniversary of August 05, 2024.
(4)	For Messrs. Woroch, Ivanov, Fausett, and Reilly, their options continue to vest through and until the end of any severance period. Amounts disclosed in this table equal the closing market value of our common stock as of December 31, 2025, minus the exercise price, multiplied by the number of unvested shares of our common stock that would vest. The closing market value of our common stock on December 31, 2025 was 22.42.
(3)	For the purpose of the table we assumed that the annual incentive bonus target as of December 31, 2024 had been achieved and that no overachievement bonus or special bonuses would be payable.
(4)	For purposes of the above table, we have assumed that if we terminate Mr. Noss without cause all his unvested options vest automatically and that for Messrs. Ivanov, Fausett, Reilly and Woroch, their options continue to vest through any severance period. On a change in control we have assumed that all unvested options for Mr. Noss vest automatically and that for Messrs. Ivanov, Fausett, Reilly and Woroch, their options continue to vest through and until the end of any severance period. Amounts disclosed in this table equal the closing market value of our common stock as of December 31, 2024, minus the exercise price, multiplied by the number of unvested shar

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