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

The markets for cable television, broadband internet, telephony and mobile services are highly competitive. In the provision of video services, we face competition from FTA and DTT broadcasters, DTH satellite providers, networks using DSL, VDSL or vectoring technology, Multi-channel Multipoint Distribution System operators, FTTH networks, OTT content providers, and, in some countries where parts of our systems are overbuilt, with cable and FTTH networks, among others. Our operating businesses are facing increasing competition from video services provided by, or over the networks of, other telecommunications operators and service providers. As the availability and speed of broadband internet increases, we also face competition from OTT providers, including telephony providers such as WhatsApp, utilizing our or our competitors’ high-speed internet connections. Some of these providers offer services without charging a fee, which could erode relationships with customers and may lead to a downward pressure on prices and returns for telecommunication services providers. In the provision of telephony and broadband internet services, we are experiencing increasing competition from other telecommunications operators and other service providers in each country in which we operate, as well as other mobile providers of voice and data. Many of the other operators offer double-play, triple-play and quadruple-play bundles of services. In many countries, we also compete with other facilities-based operators and wireless providers. Developments in wireless technologies, such as LTE, 5G (the next generation of ultra-high-speed mobile data) and WiFi, are creating additional competitive challenges.

In almost all cases, our licenses are not exclusive. As a result, many of our competitors have similar licenses and have and may continue to build systems and provide services in areas in which we hold licenses. In the case of cable- and broadband-enabled services, the existence of more than one cable or FTTH system operating in the same territory is referred to as an “overbuild.” Overbuilds increase competition or create competition where none existed previously, either of which could adversely affect our growth, financial condition and results of operations.

Technology in the video, telecommunications and data services industries is changing rapidly, including advances in current technologies and the emergence of new technologies, such as the use of artificial intelligence and machine learning. New technologies, products and services may impact consumer behavior and therefore demand for our products and services. Failure to develop enhancements to our products or services or incorporate technologies, like artificial intelligence or machine learning, may impact our ability to meet customer expectations and harm our business. Our ability to anticipate changes in technology and consumer tastes and to develop and introduce new and enhanced products and services on a timely basis will affect our ability to maintain, continue to grow, or increase our revenue and number of customers and remain competitive. New products and services, once marketed, may not meet consumer expectations or demand, can be subject to delays in development I-30 and may fail to operate as intended. A lack of market acceptance of new products and services that we may offer, or the development of significant competitive products or services by others, could have a material adverse impact on our results of operations and cash flows.

We rely on third-party vendors for the equipment (including customer premises equipment, network infrastructure and mobile handsets), software and services that we require in order to provide services to our customers. Our suppliers often conduct business worldwide and their ability to meet our needs is subject to various risks, including political and economic instability, international regulations or sanctions, supply chain delays or instability, natural calamities, interruptions in transportation systems, power supplies, terrorism and labor issues. In addition, we rely on third parties (in particular, local municipalities, power companies and other telecommunications companies) for access to rights of way, poles and conduits to attach our network equipment, and their ability to provide such access is subject to similar risks. As a result, we may not be able to obtain the equipment, software, access and services required for our businesses on a timely basis or on satisfactory terms, and this may lead us to issue credit to customers or impair our ability to deploy network infrastructure, which could adversely impact our revenuerevenue, cash flows and cashgovernment flows.funding. Any shortfall in our equipment or rights of way to deploy it could lead to delays in completing extensions to our networks and in connecting customers to our services and, accordingly, could adversely impact our ability to maintain or I-31 increase our RGUs, revenue and cash flows. Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers. To the extent that we have minimum order commitments, we would be adversely affected in the event that we were unable to resell committed products or otherwise decline to accept committed products. Although we actively monitor the creditworthiness of our key third-party suppliers and licensors, the financial failure of a key third-party supplier or licensor could disrupt our operations and have an adverse impact on our revenue and cash flows. We rely upon intellectual property that is owned or licensed by us to use various technologies, conduct our operations and sell our products and services. Legal challenges could be made against our use of our owned or licensed intellectual property rights (such as trademarks, patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question. We rely on power companies to provide power necessary to operate equipment necessary to conduct our operations and to operate our customer premises equipment. As a result of any long-term interruption in power supplies, we may not be able to deliver our services on a timely or satisfactory basis or we may issue credits to customers, which could accordingly adversely impact our ability to maintain or increase our RGUs, revenue and cash flows.

Additionally, product shipments from third-party suppliers may be delayed or more costly due to supply chain challenges and new tariffs that our suppliers may face. If such a disruption were to extend over a prolonged period, it could have an impact on the continuity of our supply chain and our ability to build or upgrade our networks and customer premises I-31 equipment generally. Any disruption resulting from similar events on a larger scale or over a prolonged period could cause significant delays in shipments of products until we are able to resume such shipments or shift from the affected contractor or vendor to another third-party supplier. If our suppliers cannot deliver the supplies we need to operate our business, including handsets, set-top boxes, and other devices, and if we are unable to deliver our products to our customers, our business and results of operations would be negatively impacted.

We have entered into Weather Derivatives tied to a parametric wind index to protect us against various liability, property and business interruption damage risks if a natural catastrophe occurs in a market where we operate. We believe these instruments are an effective way to protect our assets against these risks. However, if we sustain certain damage from wind-relatedwind- I-32 related events that does not trigger coverage under our Weather Derivatives, we may receive no proceeds or proceeds that do not fully cover such damage. If we do not receive sufficient proceeds from our Weather Derivatives, we may be required to make material investments to repair such damage or incur other costs as a result of such damage, which could result in decreased capital investment, decreased liquidity or increased use of credit facilities or other existing or new debt or funding arrangements.

•economic and political instability, social unrest, and public health crises, such as the occurrence of a contagious disease like the novel coronavirusCOVID-19;

We are exposed to foreign currency exchange rate risk with respect to our debt in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to service, repay or refinance such debt. Although we generally seek to match the denomination of our borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). Our policy is generally to provide for an economic hedge against foreign currency exchange rate movements, whenever I-34 possible and when cost effective to do so, by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency.

We also are exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies. Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of FX. In addition, our reported operating results are impacted by changes in the exchange rates for I-34 other local currencies in Latin America and the Caribbean. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our operating subsidiaries and affiliates into U.S. dollars.

We also have interconnection and services contracts with telecommunications carriers located in Venezuela. With respect to Venezuela, we have advised OFAC that we believe that our activities there are not covered by the OFAC regulations or are otherwise allowed under a general license and exemptions or, in the alternative, should be licensed by OFAC. In September 2022, OFAC issued a specific license to allow us to engage in all transactions necessary for U.S. financial institutions to process the collection of outstanding debts and the receipt of current and future payments relating to telecommunications services provided to Compañía Anónima Nacional Teléfonos de Venezuela. OFAC extended this license in 2023 and 2024 and it currently expiresexpired on August 31, 2025. We willfiled seekour application with OFAC to renew this license forand 2025-2026.are awaiting a response from OFAC.

Our businesses are subject to the unique regulatory regimes of the countries in which they operate. Video distribution, broadband internet, telephony and mobile businesses are subject to licensing or registration eligibility rules and regulations, which vary by country. Our ability to provide telecommunications services depends on applicable law, telecommunications regulations and the terms of the licenses and concessions we are granted under such laws and regulations. In particular, we are reliant on access with mutually beneficial terms to spectrum for both existing and next generation telecommunication services, entrance into interconnection agreements with other telecommunications companies and are subject to a range of decisions by regulators, including in respect of pricing, for example, for termination rates. The provision of electronic communications networks and services requires our licensing from, or registration with, the appropriate regulatory authorities. It is possible that countries in which we operate may adopt laws and regulations regarding electronic commerce, which could dampen the growth of the internet services being offered and developed by these businesses. In a number of countries, our ability to increase the prices we charge for our cable television service or make changes to the programming packages we offer is limited by regulation or conditions imposed by competition authorities, or is subject to review by regulatory authorities or termination rights of customers. In addition, regulatory authorities may grant new licenses to third parties and, in any event, in most of our markets new entry is possible without a license, although there may be registration eligibility rules and regulations, resulting in greater competition in territories where our businesses may already be active. More significantly, regulatory authorities may require us to grant third parties access to our bandwidth, frequency capacity, infrastructure, facilities or services to distribute their own services or resell our services to end customers. For example, certain regulators are seeking to mandate third-party access to portions of C&W’s network infrastructure, such as in Jamaica where, under The Telecommunications (Infrastructure Sharing) Rules 2022, dominant licensees are required to share infrastructure (including dark fiber, ducts, subsea cable landing stations and mobile network towers) with third parties, including competitors. Consequently, our businesses must adapt their I-35 ownership and organizational structure as well as their pricing and service offerings to satisfy the rules and regulations to which they are subject. A failure to comply with applicable rules and regulations could result in penalties, restrictions on our business or loss of required licenses or other adverse conditions. We may continue to operate in jurisdictions where governments fail to grant or renew licenses for our operations, which could result in penalties, fines or restrictions that could have a material adverse impact on our business and financial condition.

•impact the amount of government funding under certain support programs, such as the FCC’s UPR Fund, Connect USVI Fund and the NTIA’s MMG Program;

Part of our business strategy is to grow and expand our businesses, which may, in part, be through selective acquisitions, such as the transaction with Millicom in Costa Rica,acquisitions that enable us to take advantage of existing networks, local service offerings and region-specific management expertise. Our ability to acquire new businesses may be limited by many factors, including availability of financing, debt covenants, the prevalence of complex ownership structures among potential targets, government regulation, our ability to obtain regulatory approval or satisfy other conditions to completing a transaction, and competition from other potential acquirers, including private equity funds. Even if we are successful in acquiring new businesses, the integration of these businesses, such as in the AT&T Acquisition, may present significant costs and challenges associated with: realizing economies of scale in interconnection, programming and network operations; eliminating duplicative overheads; migrating our acquired businesses’ customers to our systems; integrating personnel, networks, financial systems and operational systems and building new mobile cores and IT stacks; greater than anticipated expenditures required for compliance with regulatory standards or for investments to improve operating results; and failure to achieve the business plan with respect to any such acquisition. We cannot be assured that we will be successful in acquiring new businesses or realizing the anticipated benefits of any completed acquisition.

While we actively engage with the applicable governments and other regulatory bodies in advance of the expiry of our licenses, concessions and operating agreements, there can be no guarantee that when such licenses, concessions and operating agreements expire, we will be able to renew them on similar or commercially viable terms, or at all. For instance, C&W’s license in The Bahamas is in the process of being renewed on the same or substantially similar terms and conditions as before and, in Antigua and Barbuda, the outdated mobile license is due to be renewed with an updated license. In addition, in some of the ECTEL states, we are operating under expired licenses and have applied for renewal of such licenses. We have also begun the process to renew the mobile spectrum concession in Costa Rica that is scheduled to expire in 2026. In certain jurisdictions where spectrum licenses must be renewed, there is no guarantee that we will be able to renew those licenses on similar or commercially viable terms, or at all.

Some of these licenses may also include clauses that allow the grantor to terminate or revoke or alter them in the event of a default or other failure by us to comply with applicable conditions of the license or to promote the public interest. Further, a number of our operating licenses include change of control clauses, which may be triggered by the sale of a business to which those clauses relate, or certain types of corporate restructurings. Some of these change of control clauses may restrict our strategic options, including the ability to complete any potential disposal of individual businesses, a combination of businesses or the entire company unless a consent or waiver is obtained, and, if triggered, may lead to some licenses being terminated. Failure to hold or to continue to hold or obtain the necessary licenses, concessions and other operating agreements required to I-38 operate our businesses could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are subject to changing tax laws, treaties and regulations in and between countries in which we operate or otherwise have a presence. Also, various income tax proposals in the jurisdictions in which we operate could result in changes to the I-39 existing laws on which our deferred taxes are calculated. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher income or non-income tax expense. Any such material changes could cause a material change in our effective tax rate.

Our businesses are highly leveraged. At December 31, 2024,2025, the outstanding principal amount of our debt, together with our finance lease obligations, aggregated $8,143$8,359 million, including $466$409 million that is classified as current in our consolidated balance sheet and $7,627$7,950 million that is not due until 2027 or thereafter. In addition, we may incur substantial additional debt in the future, including in connection with any future acquisitions. We believe that we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our debt maturities are predominantly in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete refinancing transactions or otherwise extend our debt maturities. In this regard, it is difficult to predict how political and economic I-40 conditions, sovereign debt concerns or any adverse regulatory developments will impact the credit and equity markets we access and our future financial position.

Our ability to meet our debt service obligations or to refinance our debt, depends on our future operating and financial performance, which will be affected by our ability to successfully implement our business strategy as well as general macroeconomic, financial, competitive, regulatory and other factors beyond our control. In addition, we are dependent on customers, and, in particular local, municipal and national governments and agencies, to pay us for the services we provide in I-40 order for us to generate cash to meet our debt service obligations and to maintain our business. Accordingly, we are exposed to the risk that our government customers could default on their obligations to us and we cannot rule out the possibility that unexpected circumstances in a particular country’s economic condition may render such government unable to meet its obligation to us. In addition, we have engaged advisors and begun discussions with creditors’ advisors in relation to managing Liberty Puerto Rico’s liabilities. These discussions may not result in an agreement between the parties, and Liberty Puerto Rico’s position with respect to its debt and our position with respect to our equity in Liberty Puerto Rico remain uncertain. Any such event could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity. If we cannot generate sufficient cash to meet our debt service requirements or to maintain our business, we may, among other things, need to delay planned capital expenditures or investments or sell material assets to meet those obligations.

In addition, some of the credit agreements to which these subsidiaries are parties include financial covenants that require them to maintain certain financial ratios. Their ability to meet these financial covenants may be affected by adverse economic, competitive, or regulatory developments and other events beyond their control, and we cannot assure you that these financial covenants will be met. In the event of a default under our subsidiaries’ credit agreements or indentures, the lenders may accelerate the maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures. We cannot assure you that any of these subsidiaries will have sufficient assets to pay I-41 indebtedness outstanding under their credit agreements and indentures. Any refinancing of this indebtedness is likely to contain similar restrictive covenants.

The macroeconomic environment can be highly volatile, and instability in global markets has contributed, and could in the future contribute, to a challenging global economic environment. Future developments are dependent upon a number of political and economic factors, and as a result, we cannot predict when challenging conditions will exist or the extent to which the markets in which we operate may deteriorate. Unfavorable economic conditions may impact a significant number of our customers and/or the prices we are able to charge for our products and services, and, as a result, it may be more difficult for us to attract new customers and more likely that customers will downgrade or disconnect their services. Countries may also seek new or increased revenue sources due to fiscal deficits, including increases in regulatory levels, and any such actions may adversely affect our company. In addition, as countries seek to recover from natural disasters like hurricanes, they may seek new or increased revenue sources from businesses such as ours, including by increasing taxes and levies. Accordingly, our I-42 results of operations and cash flows may be adversely affected if the macroeconomic environment becomes uncertain or declines or governments increase taxes or levies as a result of fiscal deficits or natural disasters. We are currently unable to predict the extent of any of these potential adverse effects.

Adverse economic conditions can also have an adverse impact on tourism, which in turn can adversely impact our business. In tourist destinations, levels of gross domestic products and levels of foreign investment linked to tourism are closely tied to levels of tourist arrivals and length of stay. In addition to having a direct impact on our revenue, due, for example, to I-42 reduction of roaming charges incurred by tourists, these factors will in turn drive disposable income, with the corresponding impact on use of our products and services.

Although we seek to manage the credit risks associated with our derivative and other financial instruments, cash investments and undrawn debt facilities, we are exposed to the risk that our counterparties could default on their obligations to us. Also, even though we regularly review our credit exposures, defaults may arise from events or circumstances that are difficult to detect or foresee. At December 31, 2024,2025, our exposure to counterparty credit risk included (i) cash and cash equivalents and restricted cash balances of $667$784 million and (ii) aggregate undrawn debt facilities of $796$914 million. While we currently have no specific concerns about the creditworthiness of any counterparty for which we have material credit risk exposures, the current economic conditions and uncertainties in global financial markets have increased the credit risk of our counterparties and we cannot rule out the possibility that one or more of our counterparties could fail or otherwise be unable to meet its obligations to us. Any such instance could have an adverse effect on our cash flows, results of operations, financial I-43 condition and/or liquidity. In this regard, (i) the financial failure of any of our counterparties could reduce amounts available under committed credit facilities and adversely impact our ability to access cash deposited with any failed financial institution, thereby causing a default under one or more derivative contracts, and (ii) tightening of the credit markets could adversely impact our ability to access debt financing on favorable terms, or at all.

We indirectly own equity interests in a variety of international video, broadband internet, telephony, mobile and other communications businesses. Certain of these equity interests, such as our interests in our operating subsidiaries of CWP and C&W Bahamas, are held pursuant to concessions or agreements that provide the terms of the governance of the subsidiaries as well as the ownership of such interests. These agreements contain provisions that affect the liquidity, and therefore the realizable value, of those interests by subjecting the transfer of such equity interests to consent rights or rights of first refusal of the other shareholders or partners or similar restrictions on transfer. In certain cases, a change in control of the subsidiary holding the equity interest will give rise to rights or remedies exercisable by other shareholders or partners. All of these I-43 provisions will restrict the ability to sell those equity interests and may adversely affect the prices at which those interests may be sold. Additionally, these agreements contain provisions granting us and the other shareholders or partners certain liquidity rights as well as certain governance rights, for example, with respect to material matters, including but not limited to acquisitions, mergers, dispositions, shareholder distributions, incurrence of debt, material expenditures and issuances of equity interests, which may prevent the respective subsidiary from making decisions or taking actions that would protect or advance the interests of our company, and could even result in such subsidiary making decisions or taking actions that adversely impact our company. Furthermore, our ability to access the cash of these non-wholly-owned subsidiaries may be restricted in certain circumstances under the respective shareholder, joint venture, partnership or similar agreements.

As of December 31, 2024,2025, we had goodwill of $2,981$3,008 million, which represented approximately 23%25% of our total assets. We evaluate goodwill and other indefinite-lived intangible assets (primarily spectrum licenses and cable television franchise rights) for impairment at least annually on July 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable. As further described in note 87 to our consolidated financial statements, during the years ended December 31, 20242025 and 2022,December 31, 2024, we incurredrecorded significant goodwillimpairment impairments.losses If,with respect to our spectrum license intangible assets and goodwill, respectively. Based on the results of our impairment test over intangible assets not subject to amortization and impairment test over goodwill, if, among other factors, (i) our equity values were to decline significantly, (ii) we experience additional adverse impacts associated with macroeconomic factors, including increases in our estimated weighted average cost of capital, or (iii) the adverse impacts stemming from competition, economic, regulatory or other factors were to cause our results of operations or cash flows to be worse than currently anticipated, we could conclude in future periods that additional impairment charges of certain reporting units are required in order to reduce the carrying values of goodwill.goodwill and intangible assets not subject to amortization. Any such impairment charges could be significant.

Our disaster recovery, security and service continuity protection measures include back-up power systems, resilient ring network systems, procuring capacity in competing networks to further strengthen our reliability profile and network I-44 monitoring. We also are party to the Atlantic Cable Maintenance and Repair Agreement, which provides us with certain dedicated repair vessels and timely call out services with respect to our subsea cables through to the present. We cannot assure you, however, that these precautions will be sufficient to prevent loss of data or prolonged network downtime or that we will be able to renegotiate arrangements with the Atlantic Cable Maintenance and Repair Agreement on successful terms.

Despite security measures, our and our vendors’ servers, systems and equipment are potentially vulnerable to physical or electronic break-ins, computer viruses, worms, phishing attacks and similar disruptive actions. Furthermore, our operating activities could be subject to risks caused by misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks and those of our third-party vendors, including customer, personnel and vendor data. The techniques used to gain such access to our or our vendors’ technology systems, data or customer information, disable or degrade service, or sabotage systems are constantly evolving,evolving (including with the advancement of technologies like artifical intelligence), may be difficult to detect quickly, and often are not recognized until launched against a target. It is possible for such cyberattacks to go undetected for an extended period of time, increasing the potential harm to our customers, employees, assets, and reputation.

The costs imposed on us as a result of a cyberattack or network disruption could be significant. Among others, such costs could include increased expenditures on cyber security measures, litigation, regulatory actions, fines, sanctions, lost revenue from business interruption, and damage to the public’s perception regarding our ability to provide a secure service. As a result, a cyberattack or network disruption could have a material adverse effect on our business, financial condition, cash flows, and operating results. We also face similar risks associated with security breaches affecting third parties with which we are I-45 affiliated or otherwise conduct business. While we maintain cyber liability insurance that provides both third-party liability and first-party insurance coverage, our insurance may not be sufficient to protect against all of our losses from any future disruptions or breaches of our systems or other events as described above.

We rely on the integrity of our technology to ensure that our services are provided only to identifiable paying customers. Increasingly, sophisticated means of illicit piracy of television, broadband and telephony services are continually being developed in response to evolving technologies. Furthermore, billing and revenue generation for television services rely on the proper functioning of encryption systems. While we continue to invest in measures to manage unauthorized access to our networks, any such unauthorized access to our cable television service could result in a loss of revenue, and any failure to I-45 respond to security breaches could raise concerns under our agreements with content providers, all of which could have a material adverse effect on our business and results of operations.

We were a subsidiary of Liberty Global prior to our split-off in December 2017. Following our split-off, Miranda Curtis, Paul A. Gould and Daniel Sanchez, who serve as directors of Liberty Global, and Liberty Global’s chief financial officer, Charles H.R. Bracken, also serve as directors of Liberty Latin America. Additionally, the chief executive officer and chairman of Liberty Global, Michael Fries, also serves as our executive chairman. Our directors (including the executive chairman) have fiduciary duties to our company. Likewise, any such persons who serve in similar capacities at Liberty Global or any other public corporation have fiduciary duties to that corporation or to that corporation’s shareholders. For example, there may be the potential for a conflict of interest when the company or Liberty Global pursues acquisitions and other corporate opportunities I-46 that may be suitable for each of them. In addition, all of our directors and our executive officers, other than threetwo of our directors (Alfonso de Angoitia Noriega,Noriega and Roberta S. Jacobson and Eric L. Zinterhofer) and our Chief Technology Officer, Aamir Hussain, have financial interests in Liberty Global as a result of their ownership of Liberty Global ordinary shares and/or equity awards. As a result of these multiple fiduciary duties and financial interests, these directors and executive officers may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties or in which they have financial interests.

Holders of our Class A common shares are entitled to one vote per share; holders of our Class B common shares are entitled to 10 votes per share; and holders of our Class C common shares are not entitled to any votes in respect of their common shares, unless such common shares are required to carry the right to vote under applicable law, in which case holders I-47 of our Class C common shares will be entitled to 1/100 of a vote per share. Our bye-laws prescribe that all classes of common shares vote together as one class, meaning that those holding Class C common shares will have little to no ability to influence the outcome of a shareholder vote as they will be consistently outvoted by holders of our Class A and Class B common shares.

We are incorporated and organized under the laws of Bermuda. As a result, our corporate affairs are governed by the Bermuda Companies Act. Bermuda law permits a company to specify thresholds for shareholder approval different from those applicable by default, either generally or for specific corporate actions. Our bye-laws prescribe a shareholder approval threshold that is higher than the default of a simple majority of votes cast at a quorate general meeting of shareholders for certain corporate actions. With respect to a Bermuda company’s directors, there is no requirement for shareholder approval for transactions between directors and companies or their subsidiaries of which they are directors (except in the case of loans, guarantees or the provision of security by a company to its directors or certain connected persons in their personal capacity). In I-48 addition, the rights of our shareholders and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in other jurisdictions, where directors’ duties are sometimes codified under applicable law. Therefore, our shareholders may have more difficulty protecting their interests than would shareholders of a public company incorporated in another jurisdiction.

If our effective tax rate increases, our operating results and cash flow could be adversely affected. Our effective income tax rate can vary significantly between periods due to a number of complex factors including, but not limited to, our possible I-49 expansion to other jurisdictions, projected levels of taxable income in each jurisdiction, tax audits conducted and settled by various tax authorities, and adjustments to income taxes upon finalization of income tax returns.

As of December 31, 2024,2025, we did not maintain effective internal control over financial reporting attributable to certain identified material weaknesses. We describe these material weaknesses in Item 9A. Controls and Procedures in this Annual Report on Form 10-K. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses will not be considered remediated until the applicable new or enhanced controls operate for a sufficient period and management has concluded, through testing, that these controls are operating effectively. As full remediation has not yet been completed, these material weaknesses continued to I-50 exist with respect to our internal control over financial reporting as of December 31, 2024.2025. If our remedial measures are insufficient to address the material weaknesses, or if one or more additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could, in turn, harm our reputation or otherwise cause a decline in investor confidence and in the market price of our stock.

A discussion regarding our financial condition and results of operations for the year ended December 31, 20232024 compared with the year ended December 31, 20222023 can be found under captions entitled “Results of Operations” and “Liquidity and Capital Resources” in the section entitled “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 20232024 filed with the SEC on February 22,19, 2024,2025, which is available free of charge through the SEC’s website at www.sec.gov or theour Company’scompany’s website, https://investors.lla.com/financials/sec-filings. TheOur Company’scompany’s website and the information contained therein, or incorporated therein, are not intended to be incorporated into this Annual Report on Form 10-K.

i.over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&WLiberty Caribbean and C&W Panama;

Hurricane BerylMelissa

For the fourth quarter of 2025, the negative impact to revenue and Adjusted OIBDA was approximately $20 million and $27 million, respectively, and we incurred incremental property and equipment additions of approximately $17 million as a result of Hurricane BerylMelissa. Additionally, Hurricane Melissa triggered a payment pursuant to coverage under our Weather Derivatives,Derivatives whichthat resulted in net proceeds after our deductible of $44$81 million during 2024.the year. The payment iswas reflected as a derivative gain in our consolidated statement of operations and as a cash inflow related to operating activities in our consolidated statement of cash flows.

The following table sets forth the organic and non-organic changes in the components of operating income or (loss) during 2024,2025, as compared to 2023.2024.

As reflected in the table above, we reported an operating lossincome during 2024,2025, as compared to operating incomeloss during 2023.2024. For further discussion and analysis of organic changes in revenue and costs, see Revenue, Programming and Other Direct Costs of Services, and Other Operating Costs and Expenses sections below. For further discussion and analysis of changes in Depreciation and amortization, and Impairment, Restructuring and other operating items, net, see Results of Operations (below Adjusted OIBDA) sections below.

Adjusted OIBDA margin is impacted by organic changes in revenue, programming and other direct costs of services and other operating costs and expenses. We incurred aggregate integration costs (i) during 2024 of $17 million withinAt our Liberty Puerto Rico segment, andwe (ii)incurred aggregate integration costs of $17 million during 2023, of $26 million within our Liberty Puerto Rico, Liberty Costa Rica2024, and C&Wamounts Panamaincurred segments.during 2025 were immaterial.

Variances in the subscription revenue that we receive from our customers are a function of (i) changes in the number of RGUs or mobile subscribers during the period and (ii) changes in ARPU. Changes in ARPU can generally be attributable to (i) changes in prices, (ii) changes in bundling or promotional discounts, (iii) changes in the tier of services selected, (iv) variances in subscriber usage patterns and (v) the overall mix of fixed and mobile products during the period. In the following discussion, we discuss ARPU changes in terms of the net impact of the above factors on the ARPU that is derived from our video, broadband internet, fixed-line telephony and mobile products.

C&WLiberty Caribbean. C&WLiberty Caribbean’s revenue by major category is set forth below:

The details of the changes in C&WLiberty Caribbean’s revenue during 2024,2025, as compared to 2023,2024, are set forth below (in millions):

II-8 (a)The decrease is primarily due to the net effect of (i) lower average videovideo, broadband internet and fixed-line telephony RGUsRGUs, andmainly (ii)driven higherby averagethe broadbandimpact internetof RGUs.Hurricane Melissa.

(cd)The increase is primarily attributable to the net impacteffect of (i) an increase in prepaid mobile ARPU mainly resulting from price increases in Jamaica during the first quarter of 2024 and during 2025 as well as increased demand following Hurricane Melissa, (ii) higher average numbers of postpaid mobile subscribers, mostly due to growth from fixed-mobile convergence efforts, (ii) an increase in prepaid ARPU resulting from price increases implemented during the third quarter of 2023 and the first quarter of 2024, and (iii) lower average numbersnumber of prepaid mobile subscribers.subscribers, due in part to fixed-mobile convergence efforts and churn associated with price increases.

II-9 (b)The decrease is primarily due to lower ARPU from fixed-linevideo telephonyservices and videofixed-line services,telephony, mainly due to (i) higher discounts driven by highercompetitive discountsmarket conditions and other customer retention efforts, and(ii) the migration of customers to lower ARPU plans.

(d)The increase is primarily due to higher volumes of handset sales.sales at higher unit prices.

(e)The decreaseincrease is primarily dueattributable to the net effect of (i) lowerhigher revenueproject-related revenue, with the majority stemming from government-relatedgovernment projectsprojects, and (ii) higherlower revenue from fixed and managed services, primarily broadbandrelated internetto services.lower out-of-plan usage and disconnects on fixed B2B voice customers.

(a)The increase is primarily attributable to the net effect of (i) growth in managed services, (ii) higherlower B2B connectivity revenue, and (iii) a decreaserevenue associated with sales-type leases on CPE installedand on long-term customer solutions, due mostly to a(iii) higher mixB2B ofconnectivity contracts recognized on a net basis.revenue.

(ba)The decrease is primarily dueattributable to (i) lower ARPU fromaverage broadband internet, fixed-line telephonyinternet and video services,RGUs mainlyand caused(ii) bya negative impact from the net effecttermination of retention-relateda discountsgovernment-sponsored that more than offset price increasesprogram during the thirdsecond quarter of 2024.

(c)The decrease is primarily due to a decline in the averagenegative numberimpacts of mobile subscribers impacted byfrom the migration of customers to our mobile network and network challenges in 20242024, which caused a decline in the average number of postpaid mobile subscribers and lower postpaid mobile ARPU.

(d)The decreaseincrease is primarily driven by lowerhigher equipment sales,sales includingand theinbound impactroaming of the migration of customers to our mobile network during the first half of 2024.revenue.

(e)The decrease is primarily attributable to lower revenue from mobile services, mainly driven by lower average customersservices due mostly to (i) the terminationnegative ofimpacts a government-sponsored program during the second quarter of 2024 and (ii)from the migration of customers to our mobile network,network includingin credits2024, issuedwhich forcaused billingdeclines adjustments.in the average number of mobile subscribers and lower mobile ARPU.

II-11 (f)The decrease is primarily drivenattributable by the net impact ofto (i) declinesa decline in the rate of funding beginning in each of June 2023 and 2024 related to funds from the FCC that we use to expand and improve our fixed and mobile networks, and (ii) a decrease in funding related to a grant from the NTIA to fund network infrastructure to remote and underserved communities.

(a)The increase is primarily duedriven toby the net effect of (i) increases in thehigher average number of broadband internet and fixed-line telephony RGUs and (ii) a decrease in the average number of video RGUs.

(d)The increase is primarily due to the net effect of (i) higher average postpaid mobile subscribers andsubscribers, (ii) lower prepaid ARPU and, to a lesser extent, lower postpaid mobile ARPU.ARPU and (iii) lower average prepaid mobile subscribers.

(e)The increase is primarily attributable to the net effect of (i) higher volumes of equipment salessales, atmainly driven by higher unit prices,volumes, and (ii) lowera decrease in interconnect revenuerevenue, driven by a reduction in rates and lower volumeslocal oftraffic traffic.volume.

(f)The increasedecrease is primarily dueattributable to highera decline in project-related revenue and growth in managed services.revenue.

Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, equipment costs, which primarily relate to costs of mobile handsets and other devices, B2B project-related costs and other direct costs related to our operations.

C&WLiberty Caribbean. The following table sets forth the organic and non-organic changes in programming and other direct costs of services for our C&WLiberty Caribbean segment.

•Programming and copyright: The organic decreaseincrease is mainly due to (i)an theincrease impactassociated ofwith a copyright claim that was largely offset by lower rates resulting from the renegotiation of certain content agreements,agreements and (ii) lower video RGUs.subscribers.

•Interconnect: The organic decrease is primarily due to (i) lower ratesrates, resulting fromincluding the renegotiation of a contract.contract, and (ii) lower overall volumes of traffic.

•Equipment: The organic increasedecrease is primarilymainly due to the net effect of (i) higherlower B2B project-related equipmenthandset costs and (ii) lower handsetB2B equipment costs.

•Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025.

Unless otherwise indicated, operational data (including subscriber statistics) is presented as of MarchJune 31,30, 2026.

At MarchJune 31,30, 2026, we (i) owned and operated fixed networks that passed 4,748,9004,795,200 homes and served 3,848,5003,883,500 RGUs, comprising 1,748,3001,760,400 broadband internet subscribers, 1,197,1001,212,500 fixed-line telephony subscribers and 903,100910,600 video subscribers and (ii) served 6,809,1006,759,800 mobile subscribers.

In late October 2025, the island of Jamaica was impacted by Hurricane Melissa with significant damage to homes, businesses and infrastructure, particularly in the southwest of the island, and moderate damage in the northwest. The capital city, Kingston, and other urban areas in the east were less impacted. As of MarchJune 31,30, 2026, we still have approximately 50,00038,000 RGUs, which is comprised of 25,00019,000 broadband internet, 19,00015,000 fixed-line telephony, and 6,0004,000 video subscribers, that continue to be offline and are expected to be back online in the near term. This is an improvement of approximately 36,00048,000 RGUs as compared to the approximately 86,000 RGUs that were not receiving service as of December 31, 2025.

As a result of the impact of Hurricane Melissa, we incurred lower revenue during the firstthree quarterand ofsix months ended June 30, 2026 and expect to incur lower revenuerevenue, for our Liberty Caribbean segment, during the remainder of 2026 relative to 2025 pre-hurricane period. This decrease is predominantly due to lower fixed connectivity that has been offline for a period of time together with the impact of subscriber losses. We continue to work hard to restore connectivity, but there can be no guarantee as to the cadence of future reconnections or the pace and magnitude of future revenue recovery. In addition, we expect to continue to incur additional property and equipment additions as we restore damaged networks.

For the firstthree quarterand ofsix months ended June 30, 2026, Hurricane Melissa had negative impacts to (i) revenue of approximately $12$8 million and $20 million, respectively, and (ii) Adjusted OIBDA of approximately $13$8 million.million Theseand $22 million, respectively. The three and six months ended totals exclude a benefit of approximately $6$2 million and $8 million, respectively, of revenue for services rendered to customers immediately following the hurricane that was believed to be uncertain of collection in 2025. Additionally, we incurred incremental property and equipment additions of approximately $12 million and $25 million as a result of Hurricane Melissa.Melissa during the three and six months ended June 30, 2026, respectively.

The comparability of our operating results during the three and six months ended MarchJune 31,30, 2026 and 2025 is affected by FX. As we use the term, “organic” changes exclude FX.

The following tabletables setsset forth the organic and non-organic changes in the components of operating income or loss during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025.

As reflected in the tabletables above, there waswere an increaseincreases to our operating income for the three and six months ended MarchJune 31,30, 2026 as compared with the corresponding periodperiods in 2025. For further discussion and analysis of organic changes in revenue and operating costs and expenses, see Revenue, Programming and Other Direct Costs of Services, and Other Operating Costs sections below. For further discussion and analysis of changes in Depreciation and amortization, and Impairment, Restructuring and other operating items, net, see Results of Operations (below Adjusted OIBDA) sections below.

The following tabletables setsset forth the organic and non-organic changes in Adjusted OIBDA during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025:

The following tabletables setsset forth the organic and non-organic changes in revenue by reportable segment during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025.

The details of the changes in Liberty Caribbean’s revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, are set forth below (in millions):

(a)The decreasedecreases isare attributable to lower average broadband internet, video and fixed-line telephony RGUs, primarily due to the impact of Hurricane Melissa.

(b)The increaseincreases isare primarily attributable to the net effect of (i) higher prepaid mobile ARPU, mainly resulting from price increases in Jamaica during the third quarter of 2025 and the first quarter of 2026, (ii) higher average numbernumbers of postpaid mobile subscribers, mostly due to growth from fixed-mobile convergence efforts,efforts and (iii) lower average numbernumbers of prepaid mobile subscribers mainly driven by prepaid to postpaid migration and churn associated with price increases.

(c)The decreasedecreases isare primarily due to (i) lowerdeclines volumesresulting andfrom ratesthe termination of inbounda roaming,contract, and (ii) lower handsetvolumes salesfor in several of our markets.interconnect.

(d)The increasevariances isfor the comparative periods are relatively flat and mainly due to the net effect of (i) a benefit of approximately $6$2 million and $8 million for the three and six months ended June 30, 2026, respectively, of revenue recorded during the first quarter of 2026 for services rendered to customers immediately following Hurricane Melissa that was believed to be uncertain of collection in 2025,2025 and (ii) lower fixed subscription revenue, also related to Hurricane Melissa.

The details of the changes in C&W Panama’s revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, are set forth below (in millions):

(a)The increaseincreases isare primarily due to the effect of higher average broadband internet and video RGUs.

(b)The decreasedecreases isare primarily due to lower ARPU from video and fixed-line telephony services.

(c)The increaseincreases isare primarily attributable to the net effect of (i) higher average numbernumbers of postpaid mobile subscribers, mostly due to growth from fixed-mobile convergence efforts, and (ii) ahigher decreasenumbers of prepaid mobile subscribers and (iii) decreases in prepaid mobile ARPU mainly driven by the migration of higher-value customers to postpaid plans.

(d)The decreasedecreases isare mainly due to a decline in rates during the first quarter of 2026 related to data services provided to government-related agencies.

The details of the changes in Liberty Networks’ revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, are set forth below (in millions):

(ab)The increaseincreases isare primarily due to the net effect of (i) higher project-related revenue, primarily associated with a contract to construct and deploy a subsea capacitycable revenue,system, (ii) anhigher increasesubsea incapacity equipment salesrevenue and (iii) lower revenue from prepaid capacity arrangements driven by the cancellation of prepaid capacity contracts in the prior periods.

The details of the changes in Liberty Puerto Rico’s revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, are set forth below (in millions):

(a)The decreasedecreases isare due to lower average broadband internet and video RGUs.

(b)The increasedecreases isare primarily due to higherlower ARPU from broadband internet and video services, mainly due to pricecustomers increases.moving to lower tier products.

(c)The decreasedecreases isare primarily due to (i) lower average numbernumbers of prepaid mobile subscribers,subscribers and (ii) lower prepaid mobile ARPU, and (iii) lower average number of postpaid mobile subscribers.ARPU.

(d)The increasedecrease for the three-month comparison is primarily due to (i) higherlower inbound roaming revenue,revenue. mainlyThe drivenincrease byfor higherthe volume,six-month andcomparison (ii)is primarily due to higher handset sales, mainly driven by (i) the fulfillment of 2025 orders during the first quarter of 2026.2026 and (ii) higher customer upgrades.

The details of the changes in Liberty Costa Rica’s revenue during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in 2025, are set forth below (in millions):

(a)The increaseincreases isare primarily driven by higher average broadband internet and video RGUs.

(b)The decreasedecreases isare primarily attributable to lower ARPU from video services.

(c)The decreasedecreases isare primarily due to lower CPE sales from our "buy-to-own" sales model.

(d)The increaseincreases isare primarily due to the net effect of (i) higher average postpaid mobile subscribers, (ii) lower average prepaid mobile subscribers and (iii) lower prepaid mobile ARPU.

(fe)The decreasedecreases isare primarily attributabledue to (i) lower B2B service revenue, predominantly due to churn, and (ii) lower project-related revenue.

Consolidated. The following tabletables setsset forth the organic and non-organic changes in programming and other direct costs of services on a consolidated basis.

Liberty Caribbean. The following tabletables setsset forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Caribbean segment.

•Programming and copyright: The organic decreaseincrease for the three-month comparison is mainlyprimarily due to an increase associated with a copyright claim. The organic decrease for the six-month comparison is primarily due to the net effect of (i) an increase associated with a copyright claim, (ii) lower video subscribers, including the impact of Hurricane Melissa, and (iiiii) lower rates resulting from the renegotiation of certain content agreements.

•Project-related and other: The organic decreaseincreases isare primarily due to lowerhigher costs associated with non-recurring B2B projects.