ATN International, Inc.

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

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

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

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

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

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

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

Tower Portfolio Transaction

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

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

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

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

Carrier Managed Services

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

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

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

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

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

Universal Service Fund and Other Domestic Funding Programs

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

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

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

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

Construction Grants

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

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

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

Replace and Remove Program

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

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

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

Selected Segment Financial Information

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

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

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

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

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

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

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

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

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

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

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