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ATN International, Inc.

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 6, 2026

ATNI$28.72+2.5%Stored close · as of Nov 9, 2026

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Notes to Unaudited Condensed Consolidated Financial Statements

  1. ORGANIZATION AND BUSINESS OPERATIONS

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

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

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

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

As of September 30, 2026, the Company offered the following services to its customers:

Fixed Telecommunications Services (“Fixed Services”). The Company provides fixed data and voice telecommunications services to business and consumer customers, including high-speed broadband and enterprise data solutions. In select markets, fixed services also include video offerings and revenue derived from support under certain government programs.

Carrier Telecommunication Services (“Carrier Services”). The Company offers infrastructure services to other telecommunications providers, including the leasing of critical network infrastructure such as transport facilities, wholesale roaming, site maintenance and international long-distance services.

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

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

Through September 30, 2026, the Company identifiedtwo operating segments to manage and review its operations, as well as to support investor presentations of its results. These operating segments are as follows:

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

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

The following chart summarizes the operating activities of the Company’s principal subsidiaries, the segments in which it reported its revenue and the markets it served during the three months ended September 30, 2026:

International TelecomUS Telecom
ServicesMarketsTradenames (1)MarketsTradenames
Fixed ServicesBermuda, Cayman Islands, Guyana, US Virgin IslandsOne Communications, Logic, BravaUSAlaska Communications, Commnet, Choice Wireless, Sacred Wind Communications, Ethos Broadband, Deploycom
Carrier ServicesBermuda, Guyana, US Virgin Islands, Cayman IslandsOne Communications, Essextel, Logic, BravaUSAlaska Communications, Commnet, Sacred Wind Communications
Mobility ServicesBermuda, Guyana, US Virgin IslandsOne Communications, BravaN/AN/A
Managed ServicesBermuda, Cayman Islands, US Virgin Islands, GuyanaOne Communications, Logic, BravaUSAlaska Communications, Commnet

(1)During 2025, the Company unified branding across its networks, and the Company now sells Fixed and Mobility Services under the “One Communications” brand in Bermuda, Guyana and the US Virgin Islands. The Company refers to its business in Guyana as “OneGY,” its business in Bermuda as “OneBM,” and its business in the US Virgin Islands as “OneVI” throughout this Report.

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

Restructuring and reorganization expense

The Company engages in restructuring and reorganization activities from time to time. These activities are primarily reduction in force costs incurred to increase operational efficiency and improve the Company’s operating margins. The Company’s 2025 reorganization plan began in January 2025 and ended on December 31, 2025. As of December 31, 2025, the Company recorded $10.2 million of costs under the 2025 reorganization plan and of that amount $0.4 million was accrued and payable as of September 30, 2026.

The Company’s 2026 reorganization plan began in January 2026. As of September 30, 2026, the Company recorded $6.8 million of costs under the 2026 reorganization plan and of that amount $3.2 million was accrued and payable. A summary of the restructuring and reorganization costs for the three and nine months ended September 30, 2026 is below (in thousands).

Three months ended September 30, 2026
International · US · Corporate and
TelecomTelecomOther (1)Consolidated
Employee costs$—$403$344$747
Consulting costs——1,7411,741
Total$—$403$2,085$2,488
Nine months ended September 30, 2026
International · US · Corporate and
TelecomTelecomOther (1)Consolidated
Employee costs$1,009$892$2,033$3,934
Consulting costs—2822,5812,863
Total$1,009$1,174$4,614$6,797

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

The Company is currently evaluating its reorganization plan for the remainder of 2026.

  1. BASIS OF PRESENTATION

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

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

Recent Accounting Pronouncements

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

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

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

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

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

  1. DISPOSITIONS

US Telecom – Tower Portfolio Transaction

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

On June 2, 2026 (the “Initial Closing Date”), the Company completed the initial closing of the Tower Portfolio Transaction (the “Initial Closing”), and the Company currently anticipates that it will complete the Tower Portfolio Transaction in one or more Subsequent Closings (as defined below) on or before June 2027. The Transaction Agreement sets forth certain conditions that must be satisfied prior to the conveyance of tower sites at a closing. In connection with the Initial Closing, the Company and Everest entered into an amendment to the Transaction Agreement to waive certain conditions to the Initial Closing and restate (i) the schedule of tower sites that were conveyed to Everest on the Initial Closing Date (the “Assigned Sites”), (ii) the list of tower sites that will be managed by Everest but still subject to certain managed site conditions prior to conveyance (the “Managed Sites”), and (iii) the list of tower sites that are still subject to certain managed site conditions and consideration has not been paid to date (the “Deferred Sites”). Everest will manage the Managed Sites until the conditions to their conveyance are satisfied, and such Managed Sites are transferred to Everest at one or more subsequent closings (each, a “Subsequent Closing”). At any Subsequent Closing at which one or more Deferred Sites are transferred, Everest will pay a portion of the Aggregate Consideration that is attributable to each Deferred Site. At the Initial Closing, the Company and Everest entered into, among other ancillary agreements, (i) the management agreement for the Managed Sites, (ii) master lease agreements, pursuant to which the Sale Site Subsidiary (as defined in the Transaction Agreement) will lease to the applicable Commnet Party the requisite ground, tower, or other space of the Assigned Sites (the “Leaseback”) for the Company’s continued use, and (iii) a preferred backhaul agreement whereby Commnet and/or one or more of its affiliates will become the preferred backhaul provider for Everest with respect to the Assigned Sites.

At the Initial Closing, Everest paid the Company $267.7 million in aggregate cash consideration (the “Initial Closing Cash Consideration”), of which $153.4 million is attributable to the Assigned Sites and $114.3 million is attributable to the Managed Sites. Of the Initial Closing Cash Consideration, $255.7 million was recorded as sale consideration and $12.0 million of such amount was deferred (the “Deferred Amount”) in advanced payments and deposits on the Company’s balance sheet as it is subject to the Company’s completion of certain conditions related to the Managed Sites (the “Managed Sites Conditions”). During the three months ended September 30, 2026, the Company satisfied certain Managed Sites Conditions and recognized $0.8 million of the Deferred Amount, as sale consideration. The Company can receive up to an additional $29.6 million of the Aggregate Consideration at Subsequent Closings for the Deferred Sites when and if closing conditions are satisfied or otherwise waived. The net book value of the assets and liabilities sold as of September 30, 2026 is listed in the table below (in thousands):

Consideration received$256,469
Assets disposed:
Fixed assets27,629
Other assets1,056
Operating leases4,432
Current portion of lease liabilities(1,110)
Lease liabilities, excluding current portion(3,080)
Other liabilities(2,885)
Net assets disposed26,042
Gain on sale of assets230,427
Transaction costs8,856
Gain on sale of assets after transaction costs$221,571

The Company incurred $8.9 million of transaction related charges pertaining to legal, accounting, and consulting services associated with the Tower Portfolio Transaction, of this amount $0.5 million and $7.5 million was incurred during the three and nine months ended September 30, 2026, respectively, and $1.4 million was incurred during 2025. The fixed assets disposed had useful lives between 6 and 15 years.

At September 30, 2026, the Company recorded its remaining Tower Portfolio assets and liabilities as held for sale. These assets will be transferred at Subsequent Closings when and if the closing conditions are satisfied or otherwise waived. The assets and liabilities recorded as held for sale consist of $6.3 million of fixed assets, $0.3 million of lease assets, and $0.3 million of lease liabilities, of which $0.2 million is for the current portion of lease liabilities.

Spectrum Sale

In June 2026, the Company entered into an agreement to sell certain telecommunication spectrum licenses located in the US. Under the agreement, the Company will sell certain spectrum licenses for $41.0 million. Upon entering into the agreement, the Company received a deposit of $2.2 million. In total, the licenses have a book value of $36.4 million and the sales proceeds could total up to $41.0 million. The transaction is subject to regulatory approval and the Company currently expects to complete the sale in 2027. The Company expects to recognize a gain of up to $4.6 million upon the closing of the transaction.

Equity Investments

During the year ended December 31 2025, the Company entered into an agreement to sell its India solar investment. As a result of this transaction, the Company recorded its equity investment as held for sale at December 31, 2025. The transaction price was reduced in 2026 resulting in a $2.7 million impairment being recorded in other income (expense) during the nine months ended September 30, 2026. The Company received sales proceeds of $8.5 million, which was recorded as a cash inflow from investing activities in the statement of cash flows during the nine months ended September 30, 2026.

Fixed Assets

During the nine months ended September 30, 2026, the Company sold fixed assets related to certain real estate within its International Telecom segment for $1.3 million recognizing a gain of $1.1 million on the transaction.

  1. REVENUE RECOGNITION AND RECEIVABLES

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

Timing of Revenue Recognition

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

Three months ended September 30, 2026Three months ended September 30, 2025
InternationalTelecomUSTelecomTotalInternationalTelecomUSTelecomTotal
Services transferred over time$93,185$72,208$165,393$89,842$70,785$160,627
Goods and services transferred at a point in time3,5251,9725,4973,7352,5656,300
Total revenue accounted for under ASC 606$96,710$74,180$170,890$93,577$73,350$166,927
Operating lease income2307529822032,2712,474
Government support revenue (1)—11,36511,3651,36312,40113,764
Total revenue$96,940$86,297$183,237$95,143$88,022$183,165
Nine months ended September 30, 2026Nine months ended September 30, 2025
InternationalTelecomUSTelecomTotalInternationalTelecomUSTelecomTotal
Services transferred over time$277,564$215,227$492,791$269,554$208,965$478,519
Goods and services transferred at a point in time10,9525,64416,59610,3559,17719,532
Total revenue accounted for under ASC 606$288,516$220,871$509,387$279,909$218,142$498,051
Operating lease income6764,8645,5405795,9266,505
Government support revenue (1)—35,03335,0334,04535,15939,204
Total revenue$289,192$260,768$549,960$284,533$259,227$543,760

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

Contract Assets and Liabilities

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

September 30, 2026December 31,2025$ Change% Change
Contract asset – current$4,008$3,748$2606.9%
Contract asset – noncurrent4,1375,887(1,750)(29.7)%
Contract liability – current(28,337)(27,758)(579)2.1%
Contract liability – noncurrent(43,283)(48,084)4,801(10.0)%
Net contract liability$(63,475)$(66,207)$2,732(4.1)%

The decrease in the Company’s net contract liability was due to the timing of customer prepayments, contract billings, and recognition of deferred revenue. During the nine months ended September 30, 2026, the Company recognized revenue of $24.2 million related to its December 31, 2025 contract liability and amortized $3.3 million of the December 31, 2025 contract asset to revenue. During the nine months ended September 30, 2025, the Company recognized revenue of

$26.0 million related to its December 31, 2024 contract liability and amortized $3.1 million of the December 31, 2024 contract asset to revenue.

Contract Acquisition Costs

The September 30, 2026 and December 31, 2025 balance sheets include contract acquisition costs of $11.0 million and $11.2 million, respectively, in other assets. During the three and nine months ended September 30, 2026, the Company amortized $2.0 million and $5.6 million, respectively, of contract acquisition costs. During the three and nine months ended September 30, 2025, the Company amortized $1.8 million and $5.2 million, respectively, of contract acquisition costs.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied performance obligations of certain multiyear Mobility and Fixed communication services contracts, Managed Services contracts, and the Company’s Carrier Services construction and service contracts. The transaction price allocated to unsatisfied performance obligations was $527 million at September 30, 2026. The Company expects to satisfy approximately 50% of the remaining performance obligations and recognize the transaction price within 24 months and approximately $60 million annually from 2028 through 2032. The Company omits performance obligations associated with a contract with a duration of one year or less and variable consideration under the right to invoice or wholly unsatisfied performance obligation practical expedients from this disclosure.

Disaggregation

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

Receivables

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

The Company had gross accounts receivables of $118.6 million and $96.2 million as of September 30, 2026 and December 31, 2025, respectively. The Company also recorded allowances for credit losses against these receivables of $16.2 million and $15.5 million as of September 30, 2026 and December 31, 2025, respectively.

In addition, the Company also recorded a receivable under the Network Build and Maintenance Agreement with AT&T Mobility, LLC (“AT&T”) that was subsequently amended in May 2026 (the “FirstNet Agreement”) totaling $37.1 million as of September 30, 2026, of which $9.3 million was current and $27.8 million was long-term, and had a receivable under that same agreement of $43.9 million as of December 31, 2025, of which $8.8 million was current and $35.1 million was long-term. As of September 30, 2026, the Company had recorded $40.9 million of receivables under certain government support agreements, which included $25.1 million under the Replace and Remove Program (as defined below) and $15.8 million related to the Company’s participation in other government support programs. As of December 31, 2025, the Company had recorded $45.1 million of receivables under certain government support agreements, which included $31.9 million under the Replace and Remove Program and $13.3 million under the Company’s participation in other government support programs (refer to Note 9).

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

Nine months ended
September 30, 2026September 30, 2025
Balance at beginning of period$15,508$15,132
Current period provision for expected losses7,5166,495
Write-offs charged against the allowance(7,361)(7,286)
Recoveries collected545940
Balance at end of period$16,208$15,281
  1. LEASES

Lessee Disclosure

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

Supplemental lease information

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

Three months endedNine months ended
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
Operating lease cost:
Operating lease cost$7,848$6,371$20,702$18,351
Short-term lease cost9841,6294,0514,262
Variable lease cost2,3251,8655,2155,639
Total operating lease cost$11,157$9,865$29,968$28,252
Finance lease cost:
Amortization of right-of-use asset$569$1,369$1,718$5,149
Variable costs205108399530
Interest costs7488231262
Total finance lease cost$848$1,565$2,348$5,941

During the nine months ended September 30, 2026 and 2025, the Company paid $18.8 million and $18.7 million, respectively, for operating lease liabilities. During the nine months ended September 30, 2026 and 2025, the Company recorded $58.4 million and $16.9 million, respectively, of operating lease liabilities arising from right of use assets. The increase during the nine months ended September 30, 2026 includes $43.8 million of operating lease liabilities related to the Company’s continued use of the tower colocation space following the Initial Closing of the Tower Portfolio Transaction.

At September 30, 2026, finance leases with a net book value of $22.5 million were included in fixed assets, net. During the nine months ended September 30, 2026, the Company paid $0.6 million of financing cash flows and $0.2 million of operating cash flows for finance lease liabilities. During the nine months ended September 30, 2025, the Company paid $1.3 million of financing cash flows and $0.3 million of operating cash flows for finance lease liabilities. At September 30, 2026, finance leases had a lease liability of $3.3 million, of which $0.8 million was current.

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

The weighted average remaining lease terms and discount rates as of September 30, 2026 and December 31, 2025 are set forth in the table below:

September 30, 2026December 31,2025
Weighted-average remaining lease term
Operating leases10.4 years11.8 years
Financing leases5.2 years5.6 years
Weighted-average discount rate
Operating leases7.2%7.8%
Financing leases8.9%8.7%

Maturities of lease liabilities as of September 30, 2026 were as follows (in thousands):

Operating Leases · Financing Leases
2026 (excluding the nine months ended September 30, 2026)7,577257
202725,9481,007
202822,132737
202918,526537
203016,317527
Thereafter97,2691,130
Total lease payments187,7694,195
Less imputed interest(63,747)(903)
Total$124,022$3,292

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

Operating Leases · Financing Leases
2026$18,712$668
202717,143996
202813,051727
20299,395527
20307,133516
Thereafter72,5531,548
Total lease payments137,9874,982
Less imputed interest(52,667)(1,134)
Total$85,320$3,848

As of September 30, 2026, the Company did not have any material operating or finance leases that had not yet commenced.

Lessor Disclosure

The Company is the lessor in agreements to lease the use of its network assets including its wireless cell sites and buildings. For the nine months ended September 30, 2026 and 2025, the Company recorded $5.5 million and $6.5 million, respectively, of lease income from agreements for which the Company is the lessor. Lease income is classified as Carrier Services revenue in the statement of operations.

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

2026 (excluding the nine months ended September 30, 2026)$809
20272,654
20282,253
20291,979
20301,001
Thereafter1,595
Total future lease payments$10,291
  1. USE OF ESTIMATES

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

  1. FAIR VALUE MEASUREMENTS AND INVESTMENTS

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

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

Level 1Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 assets and liabilities include money market funds, debt and equity securities and derivative contracts that are traded in an active exchange market.
Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes corporate obligations and non-exchange traded derivative contracts.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments and intangible assets that have been impaired whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Assets and liabilities of the Company measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 are summarized as follows (in thousands):

Significant Other
DescriptionQuoted Prices inActive Markets(Level 1)ObservableInputs(Level 2)UnobservableInputs(Level 3)Total
Short term investments$396$—$—$396
Employee benefit plan investments2,464——2,464
Interest rate swap—1,956—1,956
Alloy contingent consideration (2)——(5,735)(5,735)
Alaska Communications redeemable common units (3)————
Warrants on Alaska Communications redeemable common units————
Total assets and liabilities measured at fair value$2,860$1,956$(5,735)$(919)
Significant Other
DescriptionQuoted Prices inActive Markets(Level 1)ObservableInputs(Level 2)UnobservableInputs(Level 3)Total
Short term investments$395$—$—$395
Employee benefit plan investments2,257——2,257
Interest rate swap—(545)—(545)
Alloy redeemable common units (1)——(15,000)(15,000)
Alloy contingent consideration (2)——(9,545)(9,545)
Alaska Communications redeemable common units (3)————
Warrants on Alaska Communications redeemable common units————
Total assets and liabilities measured at fair value$2,652$(545)$(24,545)$(22,438)

(1)Represents redeemable common units in Alloy, Inc. (“Alloy”), the parent company of the Company’s operations in the southwest US. These units are carried at the higher of historical cost or fair value. At September 30, 2026, the historical cost of the units exceeded fair value and accordingly are not included in the above fair value table as of September 30, 2026.

(2)Contingent consideration related to the 2022 acquisition of Sacred Wind. Amounts are payable in 2027 and 2028.

(3)Represents redeemable common units in Alaska Communications.

Other Investments

The Company holds investments in equity securities consisting of noncontrolling investments in privately held companies. As of September 30, 2026, these investments were all accounted for under the measurement alternative for investments without a readily determinable value. A roll forward of the investments is set forth below (in thousands):

Investments without a readily determinable fair value
Balance, December 31, 2025$36,646
Impairments(2,743)
Sale of investment(8,457)
Balance, September 30, 2026$25,446

During the nine months ended September 30, 2026, the Company completed the sale of its India solar investment. The remaining $25.4 million of investments are included with other assets on the consolidated balance sheets.

Redeemable Common Units and Warrants

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

The fair value of the Alaska Communications common units and the warrants to purchase the Alaska Communications common units waszero at both September 30, 2026 and December 31, 2025. The Alloy common units were carried at a historical cost of $19.5 million at September 30, 2026 and fair value of $15.0 million at December 31, 2025, which exceeded its historical cost of $10.1 million at December 31, 2025. The Company calculates the fair value of the instruments using a combination of market and discounted cash flows approaches with Level 3 inputs.

Other Fair Value Disclosures

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

The fair value of long-term debt is estimated using Level 2 inputs. At September 30, 2026, the fair value of long-term debt, including the current portion, was $543.3 million and its book value was $537.5 million. At December 31, 2025, the fair value of long-term debt, including the current portion, was $572.3 million and its book value was $565.2 million.

The fair value of the customer receivable credit facility is estimated using Level 2 inputs. At September 30, 2026, the fair value of the customer receivable credit facility, including the current portion, was $33.0 million and its book value was $33.9 million. At December 31, 2025, the fair value of the customer receivable credit facility, including the current portion, was $39.2 million and its book value was $39.6 million.

  1. LONG-TERM DEBT

2023 CoBank Credit Facility

On July 13, 2023, the Company, along with certain of its subsidiaries as guarantors, entered into a Credit Agreement (as may be amended from time to time, the “2023 CoBank Credit Agreement”) with CoBank, ACB (“CoBank”) and a syndicate of other lenders (the “2023 CoBank Credit Facility”). On July 10, 2024, the Company amended the 2023

CoBank Credit Agreement to add certain subsidiaries as guarantors and to provide further flexibility in order to accept certain grant and government program obligations.

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

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

2023 CoBank Term Loan Quarterly Payment Dates2023 CoBank Term Loan Quarterly Repayments
December 31, 2023 – June 30, 2025$812,500 (2.5% per annum)
September 30, 2025 – June 30, 2026$1,625,000 (5% per annum)
September 30, 2026 – June 30, 2029$2,437,500 (7.5% per annum)

Amounts borrowed under the 2023 CoBank Credit Facility bear interest at a rate equal to, at the Company’s option, either (i) the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York plus an applicable margin ranging between 2.00% to 3.75% for the 2023 CoBank Term Loan and 1.75% to 3.50% for the 2023 CoBank Revolving Loan or (ii) a base rate plus an applicable margin ranging from 1.00% to 2.75% for the 2023 CoBank Term Loan and 0.75% to 2.50% for the 2023 CoBank Revolving Loan. Swingline loans bear interest at the base rate plus the applicable margin for base rate loans. The applicable margin is determined based on the Total Net Leverage Ratio (as defined in the 2023 CoBank Credit Agreement). The Company will also pay a fee ranging from 0.25% to 0.50% on the average daily unused portion of the 2023 CoBank Credit Facility over each calendar quarter.

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

The Company capitalized $4.5 million of fees associated with the 2023 CoBank Credit Facility, which are being amortized over the life of the debt and $1.9 million were unamortized as of September 30, 2026.

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

As of September 30, 2026, the Company had $115.4 million outstanding under the 2023 CoBank Term Loan andno outstanding borrowings under the 2023 CoBank Revolving Loan. The Company had $170.0 million of remaining availability under the 2023 CoBank Revolving Loan and was in compliance with all financial covenants as of September 30, 2026.

The Company entered into atwo-year, forward starting one-month floating to fixed SOFR interest rate swap agreement effective November 13, 2023, which matured on November 13, 2025. The non-amortizing notional amount of $50.0 million had a fixed SOFR rate of 4.896%.

Letter of Credit Facility

On November 14, 2022, the Company entered into a General Agreement of Indemnity to issue performance Standby Letters of Credit on behalf of the Company and its subsidiaries. As of September 30, 2026, $39.0 million of Standby Letters of Credit had been issued to benefit the CAF II program under this agreement.

2024 Alaska Credit Facility

On August 29, 2024, Alaska Communications entered into a Credit Agreement (the “2024 Alaska Credit Agreement”) with Bank of America, N.A., as administrative agent, and a syndicate of lenders (the “2024 Alaska Credit Facility”), to provide debt financing in the form of a $300 million, five-year secured term loan facility (the “2024 Alaska Term Facility”) and a $90 million revolving facility (the “2024 Alaska Revolving Facility”). The maturity date for the 2024 Alaska Credit Facility is August 29, 2029. The debt is secured by certain assets of Alaska Communications and is not guaranteed by the Company.

The 2024 Alaska Term Facility proceeds were used (a) to refinance Alaska Communications’ outstanding indebtedness under the Credit Agreement entered into by Alaska Communications with Fifth Third Bank, National Association, as administrative agent, and a syndicate of lenders on December 23, 2022 (the “2022 Alaska Credit Facility”), (b) to pay fees and expenses, and (c) for general corporate purposes.

Proceeds from the 2024 Alaska Revolving Facility are used, subject to certain limitations, (a) to issue letters of credit to replace or backstop existing letters of credit of Alaska Communications and its direct and indirect subsidiaries, and (b) for working capital purposes, capital expenditures and other general corporate purposes.

The 2024 Alaska Credit Facility also provides for incremental term loans (“Incremental Term Loans”) up to an aggregate principal amount of the greater of $91 million and Alaska Communications’ trailing consolidated twelve-month EBITDA (as defined in the 2024 Alaska Credit Agreement), subject to Alaska Communications meeting certain conditions.

In connection with the 2024 Alaska Credit Facility, the Company incurred $6.9 million of fees and rolled over $2.1 million of fees for the 2022 Alaska Credit Facility to be amortized over the life of the debt. As of September 30, 2026, the Company had $5.3 million of unamortized fees associated with the 2024 Alaska Credit Facility.

Principal payments on the 2024 Alaska Credit Facility are due quarterly commencing in the fourth quarter of 2026 in quarterly amounts as follows:

2024 Alaska Term Facility Quarterly Payment Dates2024 Alaska Term Facility Quarterly Principal Repayments
December 31, 2026 – September 30, 2027$1,875,000 (2.5% per annum)
December 31, 2027 – June 30, 2029$3,750,000 (5% per annum)

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

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

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

As of September 30, 2026, $300.0 million was outstanding under the 2024 Alaska Term Facility, $29.0 million was outstanding under the 2024 Alaska Revolving Facility, $0.6 million letters of credit were issued, and $60.4 million was available. As of September 30, 2026. Alaska Communications was in compliance with all financial covenants.

Alaska Interest Rate Swap Agreements

In November 2023, Alaska Communications entered intotwo forward starting one-month floating to fixed SOFR interest rate swap agreements. The total non-amortizing notional amount of the agreements is $200 million, with fixed SOFR rates of 4.8695% and 4.8980%. These swap agreements matured on June 30, 2025.

On September 26, 2025, Alaska Communications entered into four forward starting one-month floating to fixed SOFR interest rate swap agreements. The total non-amortizing notional amount of thefour agreements was $200 million, with fixed SOFR rates ranging from 3.43% to 3.45% and have a maturity date of September 30, 2027. The swap agreements had a fair value of $2.0 million and $(0.5) million as of September 30, 2026 and December 31, 2025, respectively.

FirstNet Receivables Credit Facility

On March 26, 2020, the Company entered into a $75.0 million delayed draw receivable credit facility with CoBank (the "Receivables Credit Facility"). The receivables financed and sold under the secured Receivables Credit Facility relate to the obligations of AT&T under the FirstNet Agreement.

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

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

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

As of September 30, 2026, $34.1 million was outstanding under the Receivables Credit Facility, of which $9.1 million was classified as being current and $25.0 million was classified as long-term. In addition, $0.8 million of the fees associated with the Receivables Credit Facility were capitalized and are being amortized over the life of the debt and $0.2 million were unamortized as of September 30, 2026.

IDB Credit Facilities

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

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

2025 IDB Term Loan Semiannual Payment Dates2025 IDB Term Loan Semiannual Repayments
June 22, 2027 – December 22, 20305.0% per annum
June 22, 2031 – December 22, 20347.5% per annum

Amounts borrowed under the 2025 IDB Credit Facilities bear interest at a rate equal to SOFR plus an applicable margin of 2.4% for the 2025 IDB Revolving Facility and 3.0% for the 2025 IDB Term Loan. In the case of the 2025 IDB Term Loan, there is a prepayment fee equal to 1.0% until the first anniversary from the effective date,0.5% until the second anniversary from the effective date, and 0.0% thereafter.

The 2025 IDB Credit Agreement contains financial covenants that impose on OneGY: 1) a maximum Net Financial Debt to EBITDA Ratio; 2) a maximum Debt to Equity ratio; and 3) a minimum EBITDA to Net Financial Expense Ratio (each as defined in the 2025 IDB Credit Agreement), as well as customary representations, warranties and covenants. The 2025 IDB Credit Agreement provides for events of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency and bankruptcy.

The Company capitalized $1.1 million of fees associated with the 2025 IDB Credit Facilities, which are being amortized over the life of the debt and $1.1 million were unamortized as of September 30, 2026.

As of September 30, 2026, there was $4.0 million outstanding under the 2025 IDB Revolving Facility and $20.0 million outstanding under the 2025 IDB Term Loan. As of September 30, 2026, OneGY was in compliance with all financial covenants.

Sacred Wind Term Debt

The Company’s subsidiary, Sacred Wind, has a term debt facility (the “Sacred Wind Term Debt”) with the Administrator of the Rural Utilities Service (“RUS”). The Sacred Wind Term Debt is secured by substantially all of the assets of Sacred Wind and is non-recourse to the Company.

The Sacred Wind Term Debt contains certain restrictions on the declaration or payment of dividends, redemption of capital stock or investment in affiliated companies without the consent of the RUS noteholders. The agreements also contain a financial covenant that Sacred Wind was not in compliance with as of December 31, 2024. Sacred Wind submitted a corrective action plan to comply with the financial covenant by December 31, 2028. The corrective action plan was accepted by the RUS and, as of September 30, 2026, the Company was in compliance with that corrective action plan.

As of September 30, 2026, $18.7 million was outstanding under the Sacred Wind Term Debt. Of that amount, $3.7 million was current and $15.0 million was long term.

The Sacred Wind Term Debt carries fixed interest rates ranging from 0.88% to 5.0% and are to be repaid in equal monthly installments covering principal and interest beginning after date of issue and expiring by 2035.

USVI Debt

The Company, and certain of its subsidiaries, entered into a loan agreement (the “OneVI Debt Agreement”) for a $60.0 million loan (the “OneVI Debt”) with National Cooperative Services Corporation (“NCSC”) on July 1, 2016. The OneVI Debt Agreement contains customary representations, warranties, and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limits the maximum ratio of indebtedness to annual operating cash flow to 3.5 to 1.0 (the “OneVI Net Leverage Ratio”). On May 5, 2022, the Net Leverage Ratio was amended to 7.0 to 1.0 through the original maturity date. This covenant is tested on an annual basis at the end of each fiscal year and the Company was in compliance with its financial covenant as of December 31, 2025. Interest was paid quarterly at a fixed rate of 4.0% per annum through June 30, 2026. The debt is secured by certain assets of the OneVI subsidiaries and is guaranteed by the Company.

On November 5, 2025, the Company and certain of its subsidiaries (the “OneVI Borrowers”) amended the OneVI Debt Agreement (the “OneVI Debt Amendment”) to extend the maturity date of the OneVI Debt Agreement from July 1, 2026 to July 1, 2035 (the “Extended Maturity Date”). In accordance with the OneVI Debt Amendment, on July 1, 2026, the OneVI Borrowers elected a variable rate, which is NCSC’s standard variable rate of interest for long-term loans and subject to change monthly. Additionally, under the OneVI Debt Amendment, the OneVI Borrowers have the option to convert all or a portion of principal outstanding as of the date specified in the Conversion Notice (as defined in the OneVI Debt Agreement), to NCSC’s standard fixed interest rates for long-term loans at any time thereafter without a fee.

Additionally, in accordance with the OneVI Debt Amendment, the OneVI Debt became subject to a quarterly repayment schedule beginning on July 1, 2026.

OneVI Debt Agreement Quarterly Payment DatesOneVI Debt Quarterly Repayment
September 30, 2026 – June 30, 2029$1,125,000 (8% per annum)
September 30, 2029 – June 30, 2032$1,150,000 (10% per annum)
September 30, 2032 – June 30, 2034$2,250,000 (15% per annum)
September 30, 2034 – June 30, 2035$2,625,000 (18% per annum)

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

As of September 30, 2026, $58.9 million of the OneVI Debt was outstanding. Of that amount, $4.5 million was current and $54.4 million was long term.

Debt Maturity

The table below summarizes the annual maturities of the Company’s debt instruments (amounts in thousands):

Customer
USInternationalCorporate andTotalReceivable
Amounts Maturing DuringTelecomTelecomOther (1)DebtCredit Facility
October 1, 2026 through December 31, 2026$2,822$5,125$2,438$10,385$2,982
Year ending December 31, 202713,0986,5009,75029,3489,208
Year ending December 31, 202818,8586,5009,75035,1089,657
Year ending December 31, 2029306,7497,25093,437407,4366,274
Year ending December 31, 20303,1728,000—11,1722,989
Thereafter2,98749,500—52,4872,957
Total347,68682,875115,375545,93634,067
Debt Discounts(5,413)(1,097)(1,916)(8,426)(155)
Book Value as of September 30, 2026$342,273$81,778$113,459$537,510$33,912

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

  1. GOVERNMENT SUPPORT AND SPECTRUM MATTERS

Universal Service Fund and Other Domestic Funding Programs

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

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

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

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

The Company received $5.5 million annually in the US Virgin Islands through December 31, 2025; and

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

As of September 30, 2026, the Company was in compliance in all material respects with its requirements associated with such funding.

The company participates in the FCC’s Rural Health Care Universal Service Support Mechanism (“RHC Program”). During the three months ended September 30, 2026 and 2025, the Company received $6.8 million and $3.8 million, respectively, related to RHC Program funding. During the nine months ended September 30, 2026 and 2025, the Company received $19.7 million and $12.5 million, respectively, related to RHC Program funding.

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

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

Three months ended · Three months ended
September 30, 2026September 30, 2025
US TelecomInternational TelecomTotalUS TelecomInternational TelecomTotal
High cost support$3,498$—$3,498$4,073$1,363$5,436
CAF II (including ACF)7,792—7,7928,254—8,254
RDOF75—7575—75
RHC6,827—6,8273,790—3,790
Other1,43141,4351,33231,335
Total$19,623$4$19,627$17,524$1,366$18,890
Nine months ended · Nine months ended
September 30, 2026September 30, 2025
US TelecomInternational TelecomTotalUS TelecomInternational TelecomTotal
High cost support$10,468$—$10,468$10,289$4,046$14,335
CAF II (including ACF)24,340—24,34024,650—24,650
RDOF225—225219—219
RHC19,708—19,70812,505—12,505
Other4,334104,3444,536124,548
Total$59,075$10$59,085$52,199$4,058$56,257

Construction Grants

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

Amount
Grants awarded, December 31, 2025$98,826
New grants2,041
Construction complete(757)
Grants cancelled(1,530)
Grants awarded, September 30, 2026$98,580

During the nine months ended September 30, 2026, the Company disbursed capital expenditures of $15.0 million under these programs and received reimbursement of $10.8 million. These cash flows are classified as investing activities in the Company’s statement of cash flows.

In addition, the Company partners with tribal governments to obtain grants under various government grant programs including, but not limited to, the Tribal Broadband Connectivity Program (“TBCP”) and the Rural Development Broadband ReConnect Program (“ReConnect”). These programs are administered by US government agencies to deploy broadband connectivity in certain underserved areas. The Company was identified as a sub recipient of grants under these programs totaling $114.9 million as of September 30, 2026. Under these grants the Company expects to enter into agreements to construct and operate the networks for the grant recipient. Once construction is complete the Company will hold a long-term lease to operate the network. The operating agreement will require the Company to meet certain minimum service requirements. Through September 30, 2026, the Company has received $43.9 million of funding under these programs and incurred $58.6 million on construction obligations. These amounts are recorded as operating cash flows in the Company’s statement of cash flows.

Replace and Remove Program

In July 2022, the Company was approved to participate in the FCC’s Secure and Trusted Communications Networks Reimbursement Program (the “Replace and Remove Program”), designed to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of communications equipment and services in their networks that has been deemed to pose a national security risk. Pursuant to the Replace and Remove Program, the Company’s eligible subsidiaries were initially allocated up to approximately $207 million to replace, remove and securely destroy such communications equipment and services in the Company’s networks in the western US and in the US Virgin Islands; however, in December 2024, this program was fully funded for an increased allocation to the Company of an aggregate amount of approximately $517 million. The Replace and Remove

Program requires each of the Company’s participating subsidiaries to complete the project no later than a specified deadline, which was recently extended through May 2027.

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

CapitalOperatingTotal
Total spend, December 31, 2025$194,897$38,799$233,696
Amounts incurred15,4734,65420,127
Amounts transferred(9,030)—(9,030)
Total spend, September 30, 2026$201,340$43,453$244,793
Total reimbursements, December 31, 2025$(163,122)$(38,682)$(201,804)
Reimbursements received(16,382)(1,543)(17,925)
Total reimbursements, September 30, 2026$(179,504)$(40,225)$(219,729)
Amount pending reimbursement$21,836$3,228$25,064
CapitalOperatingTotal
Total spend, December 31, 2024$140,949$27,446$168,395
Amounts incurred36,4458,86445,309
Total spend, September 30, 2025$177,394$36,310$213,704
Total reimbursements, December 31, 2024$(103,540)$(27,181)$(130,721)
Reimbursements received(48,555)(9,129)(57,684)
Total reimbursements, September 30, 2025$(152,095)$(36,310)$(188,405)
Amount pending reimbursement$25,299$—$25,299

At September 30, 2026, $13.2 million of the capital expenditures spent under the Replace and Remove Program were accrued and unpaid. Amounts identified as capital are recorded as investing cash flows and amounts identified as operating are recorded as operating cash flows in the Company’s statement of cash flows. During the nine months ended September 30, 2026, the Company determined that reimbursement was not probable for $9.0 million of capital expenditures incurred under the Replace and Remove Program. As a result, the Company transferred $9.0 million to fixed assets. Except for this $9.0 million, the Company expects to be reimbursed, within the next twelve months, for all amounts incurred.

  1. RETIREMENT PLANS

Multi-employer Defined Benefit Plan

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

Defined Benefit Plan

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

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

Three months ended · Nine months ended
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
Pension benefitsPostretirement benefitsPension benefitsPostretirement benefitsPension benefitsPostretirement benefitsPension benefitsPostretirement benefits
Operating expense
Service cost$17$16$20$19$50$47$60$57
Non-operating expense
Interest cost75349795492,3351462,386147
Expected return on plan assets(609)—(749)—(1,861)—(2,249)—
Amortization of unrecognized actuarial gain(112)(16)(44)(14)(356)(49)(131)(41)
Settlements(1,815)———(1,815)———
Net periodic pension expense$(1,766)$49$22$54$(1,647)$144$66$163

The Company was not required to make contributions to its pension plans during the nine months ended September 30, 2026 and 2025. However, the Company periodically evaluates whether to make discretionary contributions. The Company funds its postretirement benefit plans as claims are made.

During the three months ended September 30, 2026, the Company utilized $9.5 million of pension assets to purchase a group annuity contract and settle $9.5 million of pension liabilities in its US Telecom segment. The settlement resulted in the Company recognizing a gain of $1.8 million which was recorded in other income in the Company’s statement of operations. During the nine months ended September 30, 2026, the Company contributed $0.3 million to this pension plan.

  1. INCOME TAXES

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the US. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has reflected the impact of the enacted provisions in its financial statements for the nine months ended, September 30, 2026, which were determined to be immaterial. The Company will continue to evaluate the impact of the OBBBA provisions effective in future years on the Company’s financial statements and related disclosures.

The Company’s effective tax rate for the three months ended September 30, 2026 and 2025 was (248.2)% and 451.5%, respectively.

The Company recorded an income tax benefit of $12.3 million in relation to a pretax income of $4.9 million for the three months ended September 30, 2026. The effective tax rate for the three months ended September 30, 2026 was primarily impacted by the following items: (i) the mix of income generated among the jurisdictions in which the Company operates, (ii) the exclusion of losses in Alaska and the US Virgin Islands due to valuation allowance positions placed on certain deferred tax assets that are not expected to be realized based on the weight of positive and negative evidence, and (iii) discrete items including a $12.2 million benefit related to the deemed liquidation of a controlled foreign corporation, a

$0.6 million expense for interest on prior years uncertain tax positions and a $0.2 million expense associated with stock option shortfalls.

The Company recorded an income tax benefit of $5.1 million in relation to a pretax loss of $1.1 million for the three months ended September 30, 2025. The effective tax rate for the three months ended September 30, 2025 was primarily impacted by the following items: (i) the mix of income generated among the jurisdictions in which the Company operates, (ii) net expense related to valuation allowances placed on certain deferred tax assets that are not expected to be realized based on the weight of positive and negative evidence, and (iii) a discrete item consisting of a $0.6 million expense for interest on prior years uncertain tax positions.

The Company’s effective tax rate for the nine months ended September 30, 2026 and 2025 was 13.6% and 35.0%, respectively.

The Company recorded an income tax expense of $31.4 million in relation to a pretax income of $231.7 million for the nine months ended September 30, 2026. The effective tax rate for the nine months ended September 30, 2026 was primarily impacted by the following items: (i) the mix of income generated among the jurisdictions in which the Company operates, (ii) the exclusion of losses in Alaska and the US Virgin Islands due to valuation allowance positions placed on certain deferred tax assets that are not expected to be realized based on the weight of positive and negative evidence, and (iii) discrete items including a $12.2 million benefit related to the deemed liquidation of a controlled foreign corporation, a $4.0 million net benefit from the reversal of an unrecognized tax position due to a statute of limitations expiration, net of interest on prior years uncertain tax positions, a $0.6 million expense associated with stock option shortfalls, and a $0.8 million expense associated with a return to provision adjustment related to tax returns filed in Guyana.

The Company recorded an income tax benefit of $9.0 million in relation to a pretax loss of $25.7 million for the nine months ended September 30, 2025. The effective tax rate for the nine months ended September 30, 2025 was primarily impacted by the following items: (i) the mix of income generated among the jurisdictions in which the Company operates, (ii) net expense related to valuation allowances placed on certain deferred tax assets that are not expected to be realized based on the weight of positive and negative evidence, and (iii) discrete items including a $4.9 million benefit from the reversal of an unrecognized tax position due to a statute of limitations expiration, a $1.8 million expense for interest on prior years uncertain tax positions, a $0.5 million expense associated with stock option shortfalls, and a $1.0 million benefit from the release of a capital loss carryover valuation allowance based on the Company’s conclusion that it was more likely than not that this deferred tax asset would be realized in the future.

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

  1. EARNINGS PER SHARE AND REDEEMABLE NONCONTROLLING INTERESTS

Earnings Per Share

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

Three months ended September 30,Nine months ended September 30,
2026202520262025
Numerator:
Net income (loss) attributable to ATN International, Inc. stockholders- Basic18,6414,343183,133(11,611)
Less: Preferred dividends(1,722)(1,558)(4,964)(4,523)
Net income (loss) attributable to ATN International, Inc. common stockholders- Basic and Diluted$16,919$2,785$178,169$(16,134)
Denominator:
Weighted-average shares outstanding- Basic15,40315,25715,35715,204
Weighted-average shares outstanding- Diluted15,51715,26715,46915,204

Redeemable Noncontrolling Interests

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

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

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

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

For the three months ended September 30, 2026 and 2025, the Company allocated losses of $3.9 million and $2.5 million, respectively, to the redeemable common units representing their proportionate share of operating income and losses. For the nine months ended September 30, 2026 and 2025, the Company allocated income of $2.5 million and losses of $11.2 million, respectively, to the redeemable common units representing their proportionate share of operating income and losses. The common units are carried at the higher of historical cost or fair value. The Alaska Communications common units were carried at a fair value ofzero at both September 30, 2026 and December 31, 2025. The Alloy common units were carried at a historical cost of $19.5 million and a fair value of $15.0 million at September 30, 2026 and December 31, 2025, respectively.

The following table provides a roll forward of the activity related to the Company’s redeemable noncontrolling interests for the nine months ended September 30, 2026 and 2025 (in thousands):

Redeemable Preferred UnitsRedeemable Common UnitsTotal Redeemable Noncontrolling Interests
Balance, December 31, 2025$71,820$15,001$86,821
Accrued preferred dividend4,964—4,964
Allocated net income—2,4512,451
Change in fair value—2,0482,048
Balance, September 30, 2026$76,784$19,500$96,284
Redeemable Preferred UnitsRedeemable Common UnitsTotal Redeemable Noncontrolling Interests
Balance, December 31, 2024$65,704$10,599$76,303
Accrued preferred dividend4,523—4,523
Allocated net loss—(11,235)(11,235)
Change in fair value—14,73714,737
Balance, September 30, 2025$70,227$14,101$84,328
  1. SEGMENT REPORTING

Through September 30, 2026, the Company had the followingtwo reportable and operating segments: (i) International Telecom and (ii) US Telecom.

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

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

For the Three Months Ended September 30, 2026
InternationalTelecom · USTelecom · Total
Revenue
Communication Services
Mobility - Business$5,437$—$5,437
Mobility - Consumer22,045—22,045
Total Mobility27,482—27,482
Fixed - Business18,76030,47649,236
Fixed - Consumer40,68421,52162,205
Total Fixed59,44451,997111,441
Carrier Services3,92831,44935,377
Other4,0241344,158
Total Communication Services Revenue94,87883,580178,458
Construction—435435
Other
Managed Services2,0612,2834,344
Total other revenue2,0612,2834,344
Total Revenue96,93986,298183,237
Operating Expenses by segment
Cost of communication services and other32,51446,44978,963
Cost of construction revenue—433433
Selling, general and administrative28,12920,66848,797
Stock-based compensation12256178
Transaction-related charges—528528
Restructuring and reorganization expenses(35)438403
Depreciation and amortization15,82715,30331,130
Amortization of intangibles from acquisitions192254446
Loss on disposition of assets, transfers and contingent consideration43034464
Total Operating Expenses by segment77,17984,163161,342
Adjusted Income from operations by segment19,7602,13521,895
Reconciliation of Adjusted Income from operations by segment to Income before income taxes
Adjusted unallocated Corporate expenses8,954
Other income (expenses)
Interest income1,822
Interest expense(10,569)
Other income754
Other expense(7,993)
Income before income taxes4,948
Other segment disclosures:
InternationalTelecom · USTelecom · Total
Net (income) loss attributable to non-controlling interests(2,486)3,8971,411
For the Three Months Ended September 30, 2025
InternationalTelecom · USTelecom · Total
Revenue
Communication Services
Mobility - Business$5,172$9$5,181
Mobility - Consumer21,524—21,524
Total Mobility26,696926,705
Fixed - Business18,66329,93548,598
Fixed - Consumer42,71423,16465,878
Total Fixed61,37753,099114,476
Carrier Services3,33430,73934,073
Other2,3581402,498
Total Communication Services Revenue93,76583,987177,752
Construction—1,1151,115
Other
Managed Services1,3782,9204,298
Total Other Revenue1,3782,9204,298
Total Revenue95,14388,022183,165
Operating Expenses by segment
Cost of communication services and other34,05143,79977,850
Cost of construction revenue—1,0861,086
Selling, general and administrative27,83021,98249,812
Stock-based compensation14128169
Restructuring and reorganization expenses577344921
Depreciation and amortization14,19817,88632,084
Amortization of intangibles from acquisitions2389741,212
Loss on disposition of assets, transfers and contingent consideration161,5401,556
Total Operating Expenses by segment77,05187,639164,690
Adjusted Income from operations by segment18,09238318,475
Reconciliation of Adjusted Income from operations by segment to Loss before income taxes
Adjusted unallocated Corporate expenses8,645
Other income (expenses)
Interest income157
Interest expense(11,628)
Other income522
Other expense(10,949)
Loss before income taxes(1,119)
Other segment disclosures:
InternationalTelecom · USTelecom · Total
Net (income) loss attributable to non-controlling interests(2,824)3,234410
For the Nine Months Ended September 30, 2026
InternationalTelecom · USTelecom · Total
Revenue
Communication Services
Mobility - Business$15,774$—$15,774
Mobility - Consumer65,205—65,205
Total Mobility80,979—80,979
Fixed - Business56,40390,613147,016
Fixed - Consumer124,14765,829189,976
Total Fixed180,550156,442336,992
Carrier Services11,67496,131107,805
Other10,83944211,281
Total Communication Services Revenue284,042253,015537,057
Construction—1,2151,215
Other
Managed Services5,1506,53811,688
Total Other Revenue5,1506,53811,688
Total Revenue289,192260,768549,960
Operating Expenses
Cost of communication services and other99,116135,723234,839
Cost of construction revenue—1,4231,423
Selling, general and administrative84,00866,292150,300
Stock-based compensation37584459
Transaction-related charges—8,6638,663
Restructuring and reorganization expenses9741,2092,183
Depreciation and amortization43,39148,00491,395
Amortization of intangibles from acquisitions6737631,436
Gain on disposition of assets, transfers and contingent consideration(243)(229,460)(229,703)
Total Operating Expenses228,29432,701260,995
Adjusted Income from operations by segment60,898228,067288,965
Reconciliation of Adjusted Income from operations by segment to Income before income taxes
Adjusted unallocated Corporate expenses24,603
Other income (expenses)
Interest income2,456
Interest expense(31,915)
Other expense(3,225)
Other expense(32,684)
Income before income taxes231,678
Other segment disclosures:
InternationalTelecom · USTelecom · Total
Net (income) loss attributable to non-controlling interests(8,236)(8,913)(17,149)
For the Nine Months Ended September 30, 2025
InternationalTelecom · USTelecom · Total
Revenue
Communication Services
Mobility - Business$14,879$64$14,943
Mobility - Consumer64,181—64,181
Total Mobility79,0606479,124
Fixed - Business55,57288,027143,599
Fixed - Consumer128,91968,083197,002
Total Fixed184,491156,110340,601
Carrier Services10,66089,772100,432
Other6,1863146,500
Total Communication Services Revenue280,397246,260526,657
Construction—4,3774,377
Other
Managed Services4,1368,59012,726
Total other revenue4,1368,59012,726
Total Revenue284,533259,227543,760
Operating Expenses
Cost of communication services and other102,768130,471233,239
Cost of construction revenue—4,7704,770
Selling, general and administrative82,83967,057149,896
Stock-based compensation498155653
Restructuring and reorganization expenses3,4682,8356,303
Depreciation and amortization44,72954,02098,749
Amortization of intangibles from acquisitions7402,9243,664
Loss on disposition of assets, transfers and contingent consideration4294,5624,991
Total Operating Expenses235,471266,794502,265
Adjusted Income (loss) from operations by segment49,062(7,567)41,495
Reconciliation of Adjusted Income (loss) from operations by segment to Loss before income taxes
Adjusted unallocated Corporate expenses28,765
Other income (expenses)
Interest income561
Interest expense(36,388)
Other expense(2,637)
Other expense(38,464)
Loss before income taxes(25,734)
Other segment disclosures:
InternationalTelecom · USTelecom · Total
Net (income) loss attributable to non-controlling interests(6,605)11,7095,104

Selected balance sheet data for each of the Company’s segments as of September 30, 2026 and December 31, 2025 consists of the following (in thousands):

InternationalTelecomUSTelecomCorporate and Other (1)Consolidated
Cash, cash equivalents, and restricted cash$137,330$206,994$7,172$351,496
Total current assets232,008330,04715,156577,211
Fixed assets, net442,223501,9121,071945,206
Goodwill4,835——4,835
Total assets752,8691,080,52079,6131,913,002
Total current liabilities117,694145,48972,443335,626
Total debt, including current portion81,778342,273113,459537,510
Cash, cash equivalents, and restricted cash$79,165$35,915$2,074$117,154
Total current assets165,341141,59220,943327,876
Fixed assets, net451,303533,4437,021991,767
Goodwill4,835——4,835
Total assets701,579881,96889,7071,673,254
Total current liabilities97,305120,63745,157263,099
Total debt, including current portion59,952329,034176,181565,167

For the nine months ended September 30, 2026 and 2025, the Company spent $101.2 million and $128.2 million, respectively, on capital expenditures relating to its telecommunications networks and business support systems, of which $34.8 million and $67.3 million, respectively, are reimbursable under various government programs. The following notes the Company’s capital expenditures, by operating segment, for these periods (in thousands).

Capital Expenditures
Nine months ended September 30,InternationalTelecomUSTelecomCorporate and Other (1)Consolidated
2026$30,293$70,915$7$101,215
202530,24197,987—128,228
  1. COMMITMENTS AND CONTINGENCIES

Regulatory and Litigation Matters

The Company and its subsidiaries are subject to certain regulatory and legal proceedings and other claims arising in the ordinary course of business, some of which involve claims for damages and taxes that are substantial in amount. Historically, the Company’s subsidiary, OneGY, has been subject to other long-standing litigation proceedings and disputes in Guyana that have not yet been resolved. It has been OneGY’s practice to make payments of undisputed spectrum and license fees as amounts are invoiced by the Telecommunications Authority (“TA”) and to accrue for a reasonable determination of any amounts that are disputed or not invoiced by the TA. The Company believes that, except for the items discussed below, for which the Company is currently unable to predict the final outcome, the disposition of matters currently pending, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position or results of operations.

Since 2006, the National Frequency Management Unit (now the TA) and OneGY have been engaged in discussions regarding the amount of and methodology for calculation of spectrum fees payable by OneGY in Guyana.

Since that time, OneGY has made payments of undisputed spectrum, license and other fees when invoiced by the the TA. OneGY continues to dispute in good faith the methodology used for calculation and has requested further clarification on the subject of a revised spectrum fee methodology from the TA.

OneGY has filed several lawsuits in the High Court of Guyana (the “High Court”) asserting that, despite its denials, Digicel is engaged in international bypass in violation of OneGY’s exclusive license rights, the interconnection agreement between the parties, and the laws of Guyana. Digicel filed counterclaims alleging that OneGY has violated the terms of the interconnection agreement and Guyana laws. These suits, filed in 2010 and 2012, are currently pending in the Court of Appeals in Guyana; however, as of the date of this Report, the Company cannot accurately predict when the consolidated suit will reach a court of final determination.

OneGY is also involved in several legal claims regarding its tax filings with the Guyana Revenue Authority (the “GRA”) dating back to 1991 regarding the deductibility of intercompany advisory fees as well as other tax assessments. OneGY has maintained that it has no unpaid corporation tax due to the GRA and that any liability OneGY might be found to have with respect to the disputed tax assessments would be offset in part by the amounts claimed with respect to rights ATN has pursuant to its agreement with the government of Guyana. OneGY’s position has been upheld by various High Court rulings made in its favor, and while all matters have been appealed by the GRA, as of the date of this Report, onlyone remained pending for determination by the High Court.

The Regulatory Authority of Bermuda (the “RA”) is the primary regulator of the Company’s operations in Bermuda. On August 28, 2025, the RA completed a market review and determined that OneBM has significant market power in certain broadband and mobile services. In connection therewith, the RA assessed, and OneBM has initiated an appeal of, a series of ex-ante remedies that include wholesale obligations, price caps, and reporting obligations in addition to the ex post competition rules that generally apply. In October 2025 and again in September 2026, OneBM was able to obtain a stay of implementation of these ex-ante remedies pending the Bermuda Supreme Court’s review of its appeal of the RA’s market review determination. The ex-ante remedies are burdensome and, if implemented, will require financial, operational, legal and regulatory resources to be allocated to ensure compliance.

With respect to all of the foregoing unresolved matters, the Company believes that some adverse outcome is probable and has accordingly accrued $16.6 million as of September 30, 2026 for these and other potential liabilities arising in various claims, legal actions and regulatory proceedings arising in the ordinary course of business. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred.

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