ATNI 10-K & 10-Q changes, risk factors and insider trading

We are highly dependent on our information technology (“IT”) systems for the operation of our network, our facilities, workforce management, delivery of services to our customers and the compilation of our financial results. Telecommunications providers, including vendors to providers, are increasingly being targeted by cyber criminals. These attacks do not alwaysmay target data specific to our businessbusiness, butseek oftento encrypt and demand a ransom, and/or seek access to the data from market participants in more lucrativeother industries. Disruptions in our networks and the unavailability of our services or our inability to efficiently and effectively complete necessary technology or systems upgrades, or conversions could lead to a loss of customers, damage to our reputation and violation of the terms of our licenses and contracts with customers.customers or applicable law. Additionally, breaches of security may lead to unauthorized access to our customer or employee information processed and stored in, and transmitted through, our IT systems. We may be required to expend significant resources to protect our IT and operational networks and may need to expend additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Additionally, the techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems change frequently and increase in complexity and are often not recognized until such attacks are launched or have been in place for a period of time. For example, as AI continues to evolve, cyber-attackers could also use AI to develop or hone their attacks. There can be no assurance that we will be able to successfully prevent a material security breach stemming from future cyberattacks or avoid major outages caused by such an attack or breach. These failures could also lead to significant negative publicity,publicity and reputational harm, and we may be subject to litigation, regulatory penalties and financial losses.

Network outages could have a material adverse effect on our business and can be caused by a myriad of incidents, including aging or faulty infrastructure, natural disasters, cyber-attacks, and third-party outages, such as power loss or subsea cable outage. Much of our underlying physical infrastructure (particularly in Guyana and Alaska), including buildings, fleet vehicles and related systems and equipment, has been in service for an extended period of time. InDue addition,to the rural and island locations of our agingnetworks, networkour exposesenergy uscosts tend to increasedbe high, and where we have not removed all of our legacy copper network, on average, can be higher than those of our competitors operating in the same markets. We are reliant on the stability of the energy consumptiongrid andin costseach mayof exposeour usmarkets to additionalprovide cybersecurityservices, riskshowever, asfrequent wepower maintainoutages out-of-datein softwareseveral toof maintainour thesemarkets systems.result in our service outages. We may not be able to adequately fund the maintenance and replacement of this infrastructure on a basis timely enough to avoid material outages, decrease our rising energy costs, accurately predict equipment failure rates, or be able to locate replacement parts or spares to repair existing equipment due to its age. Any network outage as a result of our aging infrastructure or unreliable energy grid could negatively impact our operations, including the provision of service to our customers, and could result in adverse effects to our financial condition and reputation.

The success of our business depends on the ability of our executive officers and operating unit leaders to develop and execute our business plan, identify and pursue new opportunities and product innovations, and attract and retain these leaders along with other highly qualified technical and management personnel. We believe that there is, and will continue to be, strong competition for qualified personnel in the communications industry and in our marketsmarkets, and we cannot be certain that we will be able to attract and retain the personnel necessary for the development of our business.

We rely heavily on local management to run our operating units. Many of the markets in which we operate are small and remote, and in some cases are subject to government restrictions on granting work visas, which could make it difficult for us to attract and retain talented and qualified managers and staff in those markets. While the Company has consolidated certain key management roles, particularly in our international segment, reducing the risk associated with filling and maintaining fewer positions, it also increases the need for effective change management and continuity planning. The loss of key personnel or the inability to attract or retain individuals with the expertise to operate complex communications equipment, networks and systems could have a material adverse effect on our ability to maintain effective internal controls, and on our business, financial condition and results of operations. WeAdditionally, we do not currently maintain “key person” life insurance on any of our key employeesemployees, and none of the executivesexecutive officers at our parent company have executed employment agreements requiring a specified period of service.

Beginning in 2022, we invested in higher-than-average capital expenditures to support our strategies of “First-to-Fiber” and “Glass & Steel™” in our businesses. In 2025,2024, we intend to returnreturned to more normalized investment levels. However, our ability to support multiple organic and inorganic growth opportunities across our businesses may be limited by our liquidity resources and require significant oversight from our senior management. Major business initiatives are underway, focusing on improving mobile and other enterprise sales across all markets, digitizing internal processes to enhance response times to customer requirements, modernizing and centralizing existing processes in select markets, and improving operational execution of certain US Telecom businesses. Execution on multiple simultaneous and transformational initiatives requires in-depth management attention in multiple jurisdictions to capitalize on economic growth in Guyana, capture additional operational efficiencies, and develop and grow enterprise revenue streams in our US Telecom segment.

To support multiple simultaneous growth opportunities, we may need to incur additional debt or raise additional capital or incur additional debt to fund our future operations or investment opportunities. We cannot provide any assurances that we will be able to secure additional funding from public or private offerings on terms acceptable to us, if at all. As we exit our planned period of capital investments in various infrastructure projects, particularly upgrading and expanding our fiber network in Guyana, the success of those investments is largely dependent on the business being able to maintain and expand its customer base. We also face execution risk with respect to our planned margin expansion,expansion targets, which reliesrely on reducing operating expenses without compromising service quality or losing revenues. Whether due to increased competition, ineffective sales activityactivity, or other market forces, we may fail to achieve our sales targets and cost reduction goals on our upgraded networks.

Our industry faces rapid and significant changes in technology that may directly impact our business, including the introduction of new telecom delivery platforms. For example, Starlink began offering direct-to-consumer productsproducts, which in some locations inwithin our markets is a direct competitive alternative to our new fiber offerings in certain locations, such as in Alaska and Guyana.offerings. Given the high capital investments that we have already made in the new fiber offerings, this competition may have an adverse impact on our anticipated return on investment.

For us to keep pace with these technological changes and advancements and remain competitive, at a minimum we must continue to make capital expenditures to add to our networks’ capacity, coverage and technical capability. We cannot predict the effect of technological changes and advancements on our business. Alternative or new technologies, including artificial intelligenceAI technologies, may be developed that provide communications services superior to those available from us, which may adversely affect our business. Our use of AI technology is governed by various internal policies to maintain the security of our assets and information resources, which include limited approved use cases (such as summarization, research, transcription) and processes for approving new uses. Failure to provide these services or to upgrade to new technologies on a timely basis and at an acceptable cost, or to secure any necessary regulatory approvals to roll out such new technologies on a timely basis, all could have a material adverse effect on our ability to compete with carriers in our markets and may expose us to additional risks. For example, failure to implement the righteffective artificial intelligenceAI technologies could lead to poor customer experience or brand damage. Any problems with our implementation or use of artificial intelligenceAI or other technological advancements could also negatively impact our business or results of our operations.

We are subject to US federal, state, and local regulations and foreign government regulations, all of which are subject to change, including as a result of the new administration in the US.change. As new laws and regulations are issuedenacted, amended, or discontinued,abolished, we may be required to materially modify our business plans or operations. We cannot be certain that we can do so in a cost-effective or timely manner. The interpretation and implementation of the various provisions of the Communications Act and the FCC rules implementing the Communications Act continue to be heavily debated and may have a material adverse effect on our business.

Our international operations are subject to similar regulations, the interpretation and implementation of which are also often debated, and which may have a material adverse effect on our business. For instance, in 2020,2025, the Government of GuyanaBermuda formallyundertook implementeda telecommunicationsmarket legislationreview that introducespurports to introduce material changesrestrictions toon manyour featurespricing and delivery of Guyana’sservices existingin telecommunications regulatory regimeBermuda that impactwe ourcurrently operations,have administrativeunder reporting and services.appeal. There can be no assurance that these regulations will be effectively or uniformly administered, and Guyana remains a high-risk environment due to economic, political, and judicial uncertainty.

In the United States,US, wireless licenses generally are valid for 10ten years from the effective date of the license and generally may be renewed for additional 10-yearten-year periods by filing renewal applications with the FCC. While to date we have successfully renewed our licenses in the ordinary course of operations, failure to file for renewal of these licenses or failure to meet any licensing requirements could lead to a denial of the renewal application and thus adversely affect our ability to continue to provide service in that license area.

In our international markets, telecommunications licenses are typically issued and regulated by the applicable telecommunications ministry. The application and renewal process for these licenses may be lengthy, require us to expend substantial renewal fees, and/or be subject to regulatory or legislative uncertainty, such as we are experiencing in Guyana, as described above. For example, OneGY’s current operating license for Guyana was issued in October 2020 and is scheduled to expire in October 2030. On October 6, 2025, we formally notified the Government of Guyana of our intention to renew our operating license. As of the date of the Report, the request remains pending. Failure to comply with these regulatory requirements may have an adverse effect on our licenses or operations and could result in sanctions, fines or other penalties.

The tightening of access to capital markets (both debt and equity) and increasing costs of capital combined with a squeeze on operating cashflow generation capability due to inflationary pressures could decrease our capital funding below a desirable level. This could impact funding needed for future capital projects, or the speed that we are able to complete them, and/or limit our ability to grow through inorganic acquisition opportunities, which could have an adverse impact on our business.

Our operations and performance depend on worldwide economic conditions. These conditions have been adversely impacted by continued global economic concerns over inflation, supply chain disruptions, a potential recession, outbreak of war or ongoing conflicts, uncertainty with respect to tariffs and trade relations, and other monetary and financial uncertainties. Continued inflation may adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, supply shortages, increased costs of labor, components, manufacturing and shipping, as well as weakening exchange rates and other similar effects. Increased interest rates and additional debt have resulted in increased interest expenses.

Our four largest markets all have some unionized labor pools. Alaska Communications presents a particular operating challenge that differs from those that we have in other markets given the remote location of operations and the extent of the unionized workforce. Labor costs are a significant component of Alaska Communications’ expenses and, as of December 31, 2024,2025, approximately 59% of its workforce is represented by the International Brotherhood of Electrical Workers (“IBEW”). The collective bargaining agreement (“CBA”) between Alaska Communications and the IBEW, which was extended through mid-2025,December 31, 2027, governs the terms and conditions of employment for all IBEW represented employees working for Alaska Communications and has significant economic impacts on it as the CBA relates to wage and benefit costs and work rules. We believe Alaska Communications’ labor costs are higher than our competitors who employ a non-unionized workforce. In addition, Alaska Communications may make strategic and operational decisions that require the consent of the IBEW. In all of our markets, the local union may not provide consent when needed to execute upon strategic new initiatives or cost saving measures, it may require additional wages, benefits or that other consideration be paid in return for its consent, or it may call for a work stoppage against our operating companies. Any deterioration in the relationship with our local unions could have a negative impact on our operations and on our ability to achieve our plans for growth.

Alaska Communications is required by the CBA to contribute to the Alaska Electrical Trust Funds (“AEPF”) for benefit programs, including defined benefit pension plans and health benefit plans. Alaska Communications also maintains pension benefits for substantially all of its Alaska-based employees. The AEPF is a multi-employer pension plan to which Alaska Communications makes fixed, per employee, contributions through the CBA, which covers the IBEW represented workforce, and a special agreement, which covers most of its non-represented workforce. Because contribution requirements are fixed, Alaska Communications cannot easily adjust annual plan contributions to address its own financial circumstances. Currently, this plan is not fully funded, which means Alaska Communications may be subject to increased contribution obligations, penalties, and ultimately, it could incur a contingent withdrawal liability should it choose to withdraw from the AEPF for economic reasons. Alaska Communications’ contingent withdrawal liability is an amount based on its pro-rata share among AEPF participants of the value of the funding shortfall. This contingent liability becomes due and payable if Alaska Communications terminates its participation in the AEPF. Moreover, if another participant in the AEPF goes bankrupt, Alaska Communications would become liable for a pro-rata share of the bankrupt participant’s vested, but unpaid, liability for accrued benefits for that participant’s employees. This could result in a substantial unexpected contribution requirement and making such a contribution could have a material adverse effect on Alaska Communications’ cash position and other financial results. These sources of potential liability are difficult to predict.

We are 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.

We have developed significant operational expertisecapabilities and resources that weenhance usethe toperformance augment our capabilities inof our local markets.market Withoperations. this support, ourOur operating subsidiaries canbenefit improvefrom theirthis shared expertise, which allows them to deliver improved service quality ofand service withachieve greater economies of scale and expertise than would typically be availablepossible in the sizesmaller markets we operate in.serve. We provide centralized management, technical, financial, regulatory, and marketing servicessupport to ourthese operating subsidiaries and typically receive a management fee calculatedbased ason a percentage of their revenues,revenues. whichThe isintercompany fees are eliminated in consolidation. We also actively evaluate investment opportunities and other strategic transactions, both domestic and international, and generally look for those that we believe fit our profileconsolidated offinancial telecommunications businesses while keeping a focus on generating excess operating cash flows over extended periods of time. We use the cash generated from our operations to maintain an appropriate ratio of debt and cash on hand and to re-invest in organic growth, to fund capital expenditures, to return value to our stockholders through dividends or stock repurchases, and to make strategic investments or acquisitions.results.

For furtheradditional information aboutregarding our financialreportable segments and geographicalgeographic informationdistribution about our operatingof revenues and assets, seeplease refer to Notes 1 and 1413 toof the Consolidated Financial Statements included in this Report.

As of December 31, 2024,2025, we offered the following types of services to our customers:

In July 2019, we entered into a Network Build and Maintenance Agreement with AT&T Mobility, LLC (“AT&T”) that we subsequently amended through DecemberMarch 31, 20232025 (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 United States.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, 2024,2025, we have recorded $74$82 million in construction revenue and expect to record approximately $6$4 million in additional construction revenue and related costs as sites are completed. We expect to substantially complete the build by the end of 2025. 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 sitesite, 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 areaareas in the southwestern United States.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 termrolling endingseven-year term, with renewals beginning in 2030.

With respect to each of our FirstNet Agreement and Verizon agreements,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.

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. Completion deadlines began in 2024 and onceOnce 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, 2024,2025, we were awarded $150.2$98.8 million of construction grants.grants that are pending completion.

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 United StatesUS government agencies to deploy broadband connectivity in certain underserved areas. We were identified as a sub recipient of grants under these programs totaling $178.3$239 million as of December 31, 2024.2025. Through December 31, 2024,2025, we have received and spent $19.7$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.

In July 2022, we were approved to participate in the Federal Communication Commission’s Secure and Trusted Communications Networks Reimbursement Program (the “Replace and Remove Program”),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 United StatesUS and in the US Virgin Islands,Islands; however, in December 20242024, 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 iswas currentlyextended into May 8, 2026. In March 2026, we requested a further extension through early November 2026, and the thirdFCC quarterhas ofnot 2025.yet acted on that request.

WeAs haveof December 31, 2025, we had incurred total expenditures of $168.4$233.7 million related to this project, of which $104.0$65.3 million were incurred in 2024.2025. Of these total expenditures, $140.9$194.9 million werewas classified as capital.

AtAs of December 31, 2024,2025, $25.0$16.7 million of capital expenditures werewas 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, 2024,2025, we received $113.6$71.1 million of reimbursement under the program, of which $22.8$11.5 million was classified as operating cash inflows and $90.8$59.6 million was classified as investing cash inflows in our statement of cash flows.

A comparison of our segment results for the yearsyear ended December 31, 20242025 and 20232024 is as follows:

AsInternational aTelecom. result,For the year ended December 31, 2025, revenues within our International Telecom segment’s operating incomesegment increased $22.4$4.4 million, or 41.9%,1.2%, to $75.8$381.9 million from $53.4$377.5 million for the yearsyear ended December 31, 20242024, andprimarily 2023,as respectively.a result of an increase in revenue from ancillary services of $4.1 million.

Operating expenses within our USInternational Telecom segment decreasedincreased $0.9by $13.2 million, or 0.2%,4.4%, to $396.1$314.9 million from $397.0$301.7 million for the years ended December 31, 20242025 and 2023,2024, respectively,respectively. asOperating expenses for the year ended December 31, 2024 included a result$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 reorganizationthe reorganizations and reductions in force, that were implemented in the current and previous periods, and a $6.6 million decrease in the restructuring and reorganization expenses. Partially offsetting these decreases were the $35.3 million goodwill impairment charge that was recorded during the year ended December 31, 2024, as well as the $3.6 million increase in transaction-related expenses.periods.

As a result of the above,result, our USInternational Telecom segment’s operating lossincome increasedfor bythe $38.9year millionended December 31, 2025 decreased $8.8 million, or 11.6%, to a loss of $44.4$67.0 million from a loss of $5.5$75.8 million for the yearsyear ended December 31, 2024 and 2023, respectively.2024.

A discussion and analysis of our results of operations for the year ended December 31, 20232024 compared to 2022the 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, 2023,2024, filed with the SEC on March 15,17, 2024,2025, 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.

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

Carrier ServicesMobility revenue decreased by $9.6$2.4 million, or 6.7%,2.2%, to $133.3 million from $142.9$107.6 million for the yearsyear ended December 31, 20242025 andfrom 2023,$110.0 respectively.million for the year ended December 31, 2024. The decrease,decrease in Mobility revenue, within our segments, consisted of the following:

Within our USInternational Telecom segment, Carrier Services revenue may decreaseincrease asif ainternational resulttravel ofin theour impactmarkets of recent carrier service management contracts.grows.

Other Communications Services Revenue. Other Communications Services revenue includesincreased miscellaneous services that the operations within our International Telecom segment provide to retail subscribers and project-related revenue generated within both our International and US Telecom segments. Other Communications Services revenue decreased $0.8$3.8 million, or 11.6%,62.3%, to $6.1$9.9 million from $6.9$6.1 million for the years ended December 31, 20242025 and 2023,2024, respectively, as a result of an increase in revenue from ancillary services in our International Telecom segment, partially offset by a $2.3 million reduction in certain non-recurring project-related revenue being recognized inwithin our US Telecom segment partially offset by an increase in such revenue in our International Telecom segment.

As of MarchJune 31,30, 2026, we offered the following services to our customers:

Through MarchJune 31,30, 2026, we identified two operating segments to manage and review our operations, as well as to support investor presentations of our results. These operating segments are as follows:

The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reported our revenue and the markets we served as of and for the three months ended MarchJune 31,30, 2026:

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

As of MarchJune 31,30, 2026, we were in compliance in all material respects with requirements associated with such funding. If we fail to meet these obligations or require substantial additional capital expenditures to meet the obligations in a timely manner, our revenue, results of operations and liquidity may be materially adversely impacted.

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 MarchJune 31,30, 2026, we were awarded $100.9 million of construction grants that are pending completion.

During the threesix months ended MarchJune 31,30, 2026, we disbursed capital expenditures of $5.1$9.5 million under these programs and received reimbursement of $5.1$8.1 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 MarchJune 31,30, 2026. Through MarchJune 31,30, 2026, we received $37.7$41.8 million of funding under these programs and spent $40.4$45.0 million on construction obligations. These amounts are recorded as operating cash flows in the Company’s statement of cash flows.

As of MarchJune 31,30, 2026, we had incurred total expenditures of $233.1$240.0 million related to this project, of which $8.4$15.4 million were incurred in 2026. Of these total expenditures, $192.2$198.4 million was classified as capital.

As of MarchJune 31,30, 2026, $14.5$12.5 million of capital expenditures was accrued and unpaid under the Replace and Remove Program. During the threesix months ended MarchJune 31,30, 2026, we received $9.3$15.9 million of reimbursement under the program, of which $1.1$1.6 million was classified as operating cash inflows and $8.2$14.3 million was classified as investing cash inflows in our statement of cash flows. During the threesix months ended MarchJune 31,30, 2026, we determined that reimbursement was not probable for $9.0 million of capital expenditures incurred under the Replace and Remove Program. As a result, we transferred $7.0 million to assets held for sale and the remaining $2.0$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 spent.

Through MarchJune 31,30, 2026, the Company had the following two reportable and operating segments: (i) International Telecom and (ii) US Telecom.

The following represents selected segment information for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands):

A comparison of our segment results for the three months ended MarchJune 31,30, 2026 and 2025 is as follows:

International Telecom. Revenues within our International Telecom segment increased $1.6$1.3 million, or 1.7%,1.4%, to $96.1$96.2 million from $94.5$94.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, primarily due to ana $1.6 million increase in revenues from ancillary services,services increasesand a $0.8 million increase in Mobility Services revenues as a result of an increase in subscribers, rates we charge our subscribers and increasesequipment revenue within certain markets in Carrierthis Services revenue as a result of increased roaming.segment. These increases were partially offset by a $1.2 million reduction in Fixed Services revenue receiveddue fromto a decline in the FCC’s High-Cost Support Program in the US Virgin Islands,Islands which was terminated on December 31, 2025.

Operating expenses within our International Telecom segment decreased by $2.9$4.4 million, or 3.6%,5.6%, to $76.8$74.3 million from $79.7$78.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The net decrease was primarily the result of certain cost savings initiatives, including reorganizations and reductions in force, that were implemented in the current and previous periods as well as a decrease in depreciation and amortization expenses as a result of a reduction in capital expenditures in recent periods.

As a result, our International Telecom segment’s operating income increased $4.4$5.7 million, or 29.7%,35.2%, to $19.2$21.9 million from $14.8$16.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

US Telecom. Revenue within our US Telecom segment increased by $1.4$1.9 million, or 1.7%,2.2%, to $86.2$88.3 million from $84.8$86.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, primarily as a result of a $2.7$3.0 million increase in Carrier Services revenue due to the transition of legacy roaming arrangements to carrier service management contracts.contracts and a $1.0 million increase in Fixed Services revenue as a result of increased revenue from certain government support programs in Alaska. Partially offsetting this increase was a decline in the construction revenue of $1.0$2.2 million as a result of a decrease in the number of sites completed in 2026 as compared to 2025.

Operating expenses within our US Telecom segment decreased $2.8$227.8 million, or 3.2%,million to $84.4$(135.9) million from $87.2$91.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively,respectively. asThis decrease was primarily related to the $229.9 million gain recorded in connection with the Tower Portfolio Transaction, a resultreduction in the cost of construction revenue and the impact of certain cost savings initiatives, including the reorganizations and reductions in force, that were implemented in the current and previous periods. These decreases were partially offset by increases in this segment’s leasing costs, as a result of the impact of the Tower Portfolio Transactions, as well as an increase in transport costs.

As a result of the above, our US Telecom segment’s operating income (loss) increased to income of $1.7$224.2 million from a loss of $2.4$5.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

The following represents a year over year discussion and analysis of our results of operations for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands):

Mobility Services revenue increased by $0.3$0.8 million, or 1.1%,3.0%, to $26.4$27.1 million for the three months ended MarchJune 31,30, 2026 from $26.1$26.3 million for the three months ended MarchJune 31,30, 2025 as result of an increase in subscribers.subscribers, rates we charge our subscribers and equipment revenue within certain markets in this segment.

Fixed Services Revenue. Fixed Services revenue is primarily generated by broadband, voice, and video service revenues provided to retail and business customers over our wireline networks. Fixed Services revenue within our US Telecom segment also includes awards from the CAF II program, the E-ACAM program, and the Alaska USF. Within our International Telecom segment, Fixed Services revenue includesincluded funding, through December 31, 2025, under the FCC’s High-Cost Program in the US Virgin Islands.

Fixed Services revenue decreased by $0.3$0.2 million, or 0.3%,0.2%, to $112.7$112.9 million from $113.0$113.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. This net decrease primarily pertained to a decrease in Fixed Services revenue from businessconsumer customers and consisted of the following:

Fixed ServicesService revenueRevenue withinin our International Telecom segment may continue to increasedecrease as wea expectresult of a decrease in demand for our legacy services due to subscribers using alternative methods to receive video and audio content. However, such decrease may be offset by the popularity of video and audio streaming, the demand for cloud services and smart home, business and city solutions to increase the demand for broadband and other data services from consumers, businesses and governments. However, such increases may be offset by a decrease in demand for our legacy services due to subscribers using alternative methods to receive video and audio content.

Carrier Services revenue increased by $3.0$3.1 million, or 9.1%,9.3%, to $36.1$36.3 million from $33.1$33.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase within our segments consisted of the following:

Within our US Telecom segment, Carrier Services revenue is expected to decline uponas thea completionresult of a full quarter’s impact of the Tower Portfolio Transaction.

Other Communications Services Revenue. Other Communications Services revenue includes project-related revenue generated within both our International and US Telecom segments and ancillary services that the operations within our International Telecom segment provide to its retail subscribers. Other Communications Services revenue increased $1.5$1.6 million, or 83.3%,72.7%, to $3.3$3.8 million from $1.8$2.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, as a result of an increase in revenue from ancillary services in our International Telecom segment.

Construction Revenue. Construction revenue represents revenue generated within our US Telecom segment for the construction of network cell sites related to the FirstNet Agreement. As of December 31, 2025, we had substantially completed the build of AT&T’s network under the FirstNet Agreement. As a result, we did not record any construction revenue during the three months ended March 31, 2026. During the three months ended MarchJune 31,30, 2026 and 2025, weConstruction recordedRevenue constructiondecreased revenueto $0.8 million from $2.2 million, respectively, as a result of $1.0a million.decrease in the number of sites completed during 2026 as compared to 2025.

Managed Services revenue decreased by $0.4$0.6 million, or 9.5%,14.3%, to $3.8$3.6 million from $4.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The net decrease within our segments consisted of athe decrease within our US Telecom segment that was partially offset by an increase within our International Telcom segment, as detailed belowfollowing:

Cost of communication services and other decreasedincreased by $0.8$1.3 million, or 1.0%,1.7%, to $77.4$78.5 million from $78.2$77.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The net decreaseincrease in cost of communication services and other, within our segments, consisted of the following:

We expect that the cost of communication services, within our US Telecom segment, will increase uponas thea completionresult of a full quarter’s impact of the Tower Portfolio Transaction and may also increase as a result of future inflationary pressure. However, the impact of our cost reduction initiatives, that commenced in previous periods, may partially offset those increases.

Cost of construction revenue. Cost of construction revenue includes the expenses incurred in connection with the construction of and the delivery to AT&T of cell sites in accordance with our FirstNet Agreement. As of December 31, 2025, we had substantially completed the build of AT&T’s network under the FirstNet Agreement. As a result, we did not record any cost of construction revenue during the three months ended March 31, 2026. During the three months ended MarchJune 31,30, 2026 and 2025, we recorded cost of construction revenue decreased to $1.0 million from $2.2 million, respectively, as a result of $1.5a million.decrease in the number of sites completed during 2026 as compared to 2025.

Selling, general and administrative expenses increaseddecreased by $1.0$0.9 million, or 1.8%,1.6%, to $56.2$55.3 million from $55.2$56.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The net increasedecrease in selling, general and administrative expenses, within our segments, consisted of the following:

We incurred $0.8$6.3 million and $1.4$0.2 million of transaction-related charges during the three months ended MarchJune 31,30, 2026 and 2025, respectively. SuchThe decreaseincrease was primarily the result of costs incurred in connection with the timingTower ofPortfolio ourTransaction transaction-relatedduring charges.the three months ended June 30, 2026.

Restructuring and reorganization expenses. In our efforts to advance our cost management actions to drive higher operating efficiencies and margins, we incurred certain restructuring and reorganization expenses, primarily reductions in force, totaling $0.7$0.3 million, $0.2$0.6 million and $0.8$1.7 million within our International Telecom segment, US Telecom segment and Corporate and Other segment, respectively, during the three months ended MarchJune 31,30, 2026.

We incurred restructuring and reorganization expenses of $1.5$1.4 million, $0.1$2.4 million and $0.2$1.2 million within our International Telecom segment, US Telecom segment and Corporate and Other segment, respectively, during the three months ended MarchJune 31,30, 2025.

Increase and decreases in restructuring and reorganization expenses within each segment arewere a result of the timing and magnitude of our reductions in force.

Depreciation and amortization expenses decreased by $3.3$3.7 million, or 9.6%,10.9%, to $31.2$30.2 million from $34.5$33.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The net decrease in depreciation and amortization expenses, within our segments, consisted primarily of the following:

We expect depreciation and amortization expenses to continue to decrease as a result of an expected decline in capital expendituresexpenditures, and as athe result of some of our previously acquired assets becoming fully depreciated.depreciated and a full quarter’s impact of the Tower Portfolio Transaction.

Amortization of intangibles from acquisitions decreased by $0.7 million to $0.5 million from $1.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, as a result of certain assets being fully amortized in previous periods.period.

Loss(Gain) loss on disposition of assets, transfers and contingent consideration. During both the three months ended MarchJune 31,30, 2026 and 2025,2026, we recorded a net lossgain on the disposition of assets and transfers of $0.8$230.9 million. Of this net loss,gain, $0.4 million was recognized within both our International and US Telecom segments for the three-month period ended March 31, 2026, and $0.3 million and $0.5$229.9 million was recognized within our International and US Telecom segments,segment respectively,and forwas primarily related to the three-month period ended March 31, 2025 Interest income. Interest income represents interest earnedgain on ourthe cash,Tower cashPortfolio equivalents,Transaction, restrictedwhile cashthe andremaining short-term$1.0 investmentmillion balances. Interest incomegain was $0.1recorded million and $0.3 million forin the threeInternational monthsTelecom endedsegment Marchas 31,a 2026result andof 2025,the respectively.sale of certain real estate.

Interest expense decreased to $10.5$10.9 million from $12.0$12.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively,respectively. asWe used a resultportion of the proceeds from the Tower Portfolio Transaction to reduce our outstanding debt balances, which in turn reduced our interest expense during the three months ended June 30, 2026. In addition, a decline in interest rates, which were impacted by certain interest rate swap agreements, onalso ourreduced borrowings.such expense during the three months ended June 30, 2026.

Interest Expense. Interest expense in future periods may decline uponfurther theas completiona result of a full period’s impact of the Towerreduction Portfolio Transaction if the proceeds from that transaction are used to reducein our debt balances.

Other expense. For the three months ended MarchJune 31,30, 2026,2026 and 2025, other expense was $3.2$0.7 million and $0.6 million, respectively of expense primarily related to a $2.6 million loss from our noncontrolling investments and $0.4 million in losses on foreign currency transactions.