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What changed in KORE Group Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of KORE Group Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+285 added−256 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-30)

Top changes in KORE Group Holdings, Inc.'s 2025 10-K

285 paragraphs added · 256 removed · 167 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe compete in the IoT Connectivity services market on the basis of our number of carrier integrations, KORE One® platform, ConnectivityPro service and related APIs, and the eSIM technology stack/proprietary IP.
Biggest changeWe compete in the IoT Connectivity market based on: • The breadth and depth of our global carrier integrations and roaming footprint, enabling multi-region and multi-network deployments; • The KORE One® platform, which provides provisioning, monitoring, lifecycle management, analytics, and APIs to support enterprise-scale deployments; • Advanced connectivity services, including managed connectivity offerings, service assurance, and enterprise support capabilities; • Our eSIM technology stack, including support for multiple eSIM standards, and related proprietary intellectual property.
KORE eSIM (OmniSIM and SuperSim): Our eSIM can provide global and local connectivity on a single SIM, which can be remotely updated with a preferred carrier profile “over the air” or remotely. The key pieces of intellectual property in this portfolio include our eSIM profile, eSIM Validation Tool, and our APIs.
KORE eSIM (KORE OmniSIM®, SuperSim® and Carrier+®): Our eSIM can provide global and local connectivity on a single SIM, which can be remotely updated with a preferred carrier profile “over-the-air” or remotely. The key pieces of intellectual property in this portfolio include our eSIM profile, eSIM Validation Tool, and our APIs.
This technology enables us to expand our global technology platform by transferring capabilities across the new and existing vertical markets (as described below) and to deliver complementary products to channel partners and resellers worldwide. We are a Delaware corporation, and our operations are primarily located in North America. We began operations in 2003.
This technology enables us to expand our global technology platform by transferring capabilities across new and existing vertical markets (as described below) and to deliver complementary products to channel partners and resellers worldwide. We are a Delaware corporation, and our operations are primarily located in North America. We began operations in 2003.
ConnectivityPro : IoT Connectivity Management Platform that provides an array of global IoT Connectivity services such as provisioning connectivity, provisioning users, rating and charging, distribution management, eSIM orchestration, diagnostics, and support. Apart from the intellectual property listed above, we maintain six active patents, several trademarks, and ownership of domain and website names, all of which we consider our intellectual property.
ConnectivityPro® : IoT Connectivity Management Platform that provides an array of global IoT Connectivity services such as provisioning connectivity, provisioning users, rating and charging, distribution management, eSIM orchestration, diagnostics, and support. Apart from the intellectual property listed above, we maintain 18 active patents, several trademarks, and ownership of domain and website names, all of which we consider our intellectual property.
We provide advanced connectivity services, location-based services, device solutions, and managed and professional services used in the development and support of IoT solutions and applications. Our IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable, wireless Internet connectivity to mobile and fixed devices.
We provide advanced connectivity services, location-based services, device solutions, and managed and professional services used in the development and support of IoT solutions and applications. Our IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure and reliable connectivity to mobile and fixed devices.
Cloud Native HyperCore provides us as well as some of our customers with a cellular “core network” (built on top of a cellular carrier’s RAN and backhaul from a cellular carrier). Our intellectual property consists of both a traditional and a cloud-native core network component.
Cloud Native HyperCore provides us as well as some of our customers with a cellular core network (built on top of a cellular carrier’s RAN and backhaul from a cellular carrier). Our intellectual property consists of both a traditional and a cloud-native core network component.
ITEM 1. BUSINESS Overview We offer IoT connectivity to the Internet (“Connectivity”) and other IoT solutions to our customers. We are one of the largest global independent IoT enablers, delivering critical services globally to customers to deploy, manage, and scale their IoT application and use cases.
ITEM 1. BUSINESS Overview We offer IoT connectivity to the Internet (“IoT Connectivity”) and other IoT solutions to our customers. We are one of the largest global independent IoT enablers, delivering critical services to customers that allow them to deploy, manage, and scale their IoT application and use cases, globally.
The information contained on the websites referenced in this Annual Report on Form 10-K is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only. 6 Table of Contents
The information contained on, or available through, the websites referenced in this Annual Report on Form 10-K is not, and shall not be deemed to be, incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only. 7 Table of Contents
Cloud Native HyperCore (Cellular Network as a Service): Any cellular network is comprised of a Radio Access Network (“RAN”), fiber optic backhaul, and a “core network”, the functions of which constitute the “brains” of the network (including switching, authentication, etc.).
Cloud Native HyperCore (Cellular Network as a Service): Any cellular network is comprised of a Radio Access Network (“RAN”), fiberoptic backhaul, and a core network, the functions of which constitute the “brains” of the network (including switching, authentication, etc.).
Employees As of December 31, 2024, we had 539 full-time employees.
Employees As of December 31, 2025, we had 403 full-time employees.
We provide Connectivity and IoT Solutions to enterprise customers across five key industry verticals, comprised of (i) Connected Health, (ii) Fleet Management, (iii) Asset Monitoring, (iv) Retail Communications Services and (v) Industrial IoT.
We provide IoT Connectivity and IoT Solutions to enterprise customers across several key end markets, comprised of (i) Connected Health, (ii) Fleet Management, (iii) Asset Monitoring, (iv) Retail Communications Services and (v) Industrial IoT. We have built a platform to serve our clients in three areas: CaaS, IoT Managed Services/Solutions and Analytics.
No single customer accounted for more than 10% of our total revenue for the years ended December 31, 2024 and 2023 . Key Partners We partner with leading cellular providers to enable our Connectivity business.
Customers Our customers operate in a wide variety of sectors, includi ng healthcare, fleet and vehicle management, asset management, communication services, and industrial/manufacturing. No single custom er accounted for more than 10% of our total revenue for the years ended December 31, 2025 and 2024 . Key Partners We partner with leading cellular providers to enable our IoT Connectivity business.
On October 1, 2021, our common stock, $0.0001 par value per share (the “common stock”), began trading on the NYSE under the symbol “KORE.” Products and Services We help clients deploy, manage, and scale their mission-critical IoT Solutions, offering a “one-stop shop” for enterprise customers seeking to obtain multiple IoT services and solutions from a single provider.
Products and Services 5 Table of Contents We help clients deploy, manage, and scale their mission-critical IoT Solutions, offering a “one-stop shop” for enterprise customers seeking to obtain multiple IoT services and solutions from a single provider.
We compete in the IoT Solutions market on the basis of our deep industry vertical knowledge and experience ( e.g. , in Connected Health through the FDA Facilities Registration, ISO 9001/13485 certification and HIPAA compliance), our breadth of solutions services, and connectivity-only customers that provide cross-selling opportunities of additional IoT Managed Services. 5 Table of Contents Intellectual Property Key areas of our intellectual property are as follows: KORE One ® Platform: The KORE One® Platform provides customers with a single platform through which they may choose various tools to manage and improve their use and enjoyment of Connectivity and IOT Solutions.
Intellectual Property Key areas of our intellectual property are as follows: KORE One ® Platform: The KORE One® Platform provides customers with a single platform through which they may choose various tools to manage and improve their use and enjoyment of Connectivity and IOT Solutions.
KORE’s Competition and Differentiators We believe that we are one of the few providers in the current market that can provide IoT enablement services, delivering Connectivity and IoT Solutions in a comprehensive manner. However, the individual markets for our products and solutions are rapidly evolving and are highly competitive.
KORE’s Competition and Differentiators We believe that we are one of a limited number of providers in the market capable of delivering end-to-end IoT enablement at scale, combining global connectivity with devices, lifecycle services, and managed IoT solutions.
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We have built a platform to serve our clients in three areas: CaaS, IoT Managed Services/Solutions, and Analytics, which we refer to as “CSA,” or connectivity, solutions, and analytics.
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On October 1, 2021, our common stock began trading on the NYSE under the symbol “KORE.” Merger Agreement On February 26, 2026, the Company entered into the Merger Agreement with KONA Parent and KONA Merger Sub, pursuant to which, subject to the terms and conditions thereof, KONA Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of KONA Parent.
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Our industry verticals are not considered to be segments for the purposes of financial reporting, as discrete financial information is not available for the aforementioned verticals (or that of connectivity vs. solutions) below the level of costs of revenue, exclusive of depreciation and amortization, and our CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
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In connection therewith, each share of Company common stock (other than (i) shares held by KONA Parent or KONA Merger Sub, including shares contributed to KONA Parent pursuant to certain rollover agreements that are being entered into in connection with the Merger, (ii) shares held by the Company as treasury stock and (iii) shares held by stockholders who have properly exercised and perfected appraisal rights under Delaware law) will be converted into the right to receive cash in the amount of $9.25 per share.
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The scope of our products and services is set forth below: 4 Table of Contents Line of Business Product / Service Product / service description Primary pricing method IoT Connectivity 79% and 73% of revenue for the years ended 2024 and 2023, respectively IoT Connectivity as a Service (CaaS) • IoT Connectivity services offered through our IoT platform ‘KORE One’® • Our connectivity solutions allow devices to seamlessly and securely connect anywhere in the world across any network connected to the Internet, which we call our multiple devices, multiple locations, multiple carriers CaaS multi-value proposition Per subscriber per month for lifetime of device (7-10 years and growing) Multi-year contracts with automatic renewals IoT Connectivity Enablement as a Service (CEaaS) CEaas is not provided in the United States, and we plan to exit CEaaS by the end of 2025 • IoT Connectivity Management Platform as a Service (or individual KORE One® engine) • Cellular Core Network as a Service (Cloud Native Evolved Packet Core “EPC”) IoT Solutions 21% and 27% of revenue for the years ended 2024 and 2023, respectively IoT Device Management Services • Outsourced platform-enabled services (e.g., logistics, configuration, device management) • Sourcing of third-party devices globally, device design and selection services Upfront fee per device or per device per month Customers Our customers operate in a wide variety of sectors, including healthcare, fleet and vehicle management, asset management, communication services, and industrial/manufacturing.
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Closing of the transaction is conditioned upon, among other things, approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and approval by the holders of a majority of the votes cast by stockholders other than Searchlight and Abry, Board members who are affiliated with Searchlight and Abry and certain Company officers, receipt of regulatory approvals, including clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended, and by the Committee on Foreign Investment in the United States (CFIUS), and other customary closing conditions.
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These markets are likely to continue to be affected by new product introductions and industry participants.
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In addition, concurrently with the signing of the Merger Agreement, the Company entered into (i) a Voting and Support Agreement with Cerberus Telecom Acquisition Holdings, LLC (“Cerberus”), pursuant to which, among other things, Cerberus agreed to vote (or cause to be voted) all of the shares of Company common stock held by it in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) a Voting, Support and Rollover Agreement with Searchlight, pursuant to which, among other things, Searchlight agreed to vote (or cause to be voted) all of the shares of Company common stock and Series A-1 preferred stock of the Company held by Searchlight in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement; and (iii) Voting and Support Agreements with Abry and Voting, Support and Rollover Agreements with Abry, pursuant to which, among other things, Abry agreed to vote (or cause to be voted) all of the shares of Company common stock held by Abry in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement.
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Below are some of our key competitors across our lines of business: • For IoT Connectivity services: telecom carriers such as T-Mobile and Vodafone; and Mobile Virtual Network Operators such as Aeris and Wireless Logic. • For IoT Solutions: device management services providers such as Velocitor Solutions and Futura Mobility; and fleet management SaaS providers such as Fleetmatics and GPS Trackit.
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On March 17, 2026, the Company and KONA Parent entered into (i) a Rollover, Voting and Support Agreement (the “Dotmar Rollover Agreement”) with Dotmar Investments Limited (“Dotmar”), which, directly or indirectly, beneficially owns 847,293 shares of Company common stock, pursuant to which, among other things, Dotmar has agreed to vote (or cause to be voted) all of the foregoing shares of Company common stock in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to KONA Parent immediately prior to the Effective Time (as defined in the Merger Agreement); (ii) a Rollover, Voting and Support Agreement (the “Burston Rollover Agreement”) with Richard Burston, which, directly or indirectly, beneficially owns 169,948 shares of Company Common Stock, pursuant to which, among other things, Richard Burston has agreed to vote (or cause to be voted) all of the foregoing shares of Company common stock in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to KONA Parent immediately prior to the Effective Time; and (iii) a Rollover, Voting and Support Agreement (the “Terrdian Rollover Agreement”) with Terrdian Holdings Inc., which, directly or indirectly, beneficially owns 1,163,205 shares of Company common stock, pursuant to which, among other things, Terrdian Holdings Inc. has agreed to vote (or cause to be voted) all of the foregoing shares of Company common stock in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement and to contribute all of such shares to KONA Parent immediately prior to the Effective Time.
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The closing of the transaction is not subject to a financing condition. KORE expects the transaction to close during the second or third quarter of 2026.
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Our IoT Connectivity line of business represented 78% and 79% of our revenues in 2025 and 2024, respectively, and consists primarily of IoT Connectivity services through our IoT platform ‘KORE One’®.
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Our customer contracts generally consist of annual or multi-year initial contracts, with automatic renewals and are priced on a per subscriber, per month basis, with either fixed or variable pricing.
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Our IoT Solutions line of business represented 22% and 21% of our revenues in 2025 and 2024, respectively, and consists primarily of the sale of third-party devices, for an upfront fee per device, and outsourced platform-enabled services (e.g. logistics, configuration and device management), on a per-device per month basis.
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The individual markets in which we operate are dynamic, highly competitive, and continue to evolve rapidly as new technologies, products, and participants enter the ecosystem. Competitive pressures may increase as existing competitors expand their offerings and new entrants introduce alternative solutions.
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IoT Connectivity The IoT Connectivity market remains highly competitive and includes large global mobile network operators as well as specialized IoT Connectivity providers. Our principal competitors include telecom carriers such as T-Mobile, AT&T, Vodafone, Telefónica, and Verizon, as well as IoT-focused mobile virtual network operators and connectivity aggregators such as Aeris, Wireless Logic, Hologram, and other regional providers.
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IoT Solutions The IoT Solutions market is fragmented and highly competitive, consisting of value-added resellers, systems integrators, device distributors, and vertical- and use-case-specific solution providers that offer combinations of devices, software, and services. Competitors in this market vary by industry and geography and may include providers focused on fleet management, asset tracking, industrial IoT, and regulated industry deployments.
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We compete in the IoT Solutions market based on: • Our ability to integrate devices, connectivity, and lifecycle services into a unified, scalable offering delivered through a single commercial relationship; • Deep industry-specific knowledge and operational experience, particularly in regulated verticals such as Connected Health, supported by FDA Facilities Registration, ISO 9001/13485 certifications, and HIPAA compliance; • Capabilities spanning device sourcing, certification, provisioning, logistics, deployment, and ongoing lifecycle and reverse-logistics services; 6 Table of Contents • The scale of our installed connectivity base, which provides opportunities to expand customer relationships through additional solutions, services, and managed offerings over time.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome of our more significant challenges and risks include, but are not limited to, the following, which are described in greater detail below: • We face risks related to compliance with laws and regulations, including, without limitation, compliance with the SEC rules and regulations and tax law compliance in various jurisdictions, and failure to comply with these various laws and regulations could result in incurrence of substantial costs or otherwise materially and adversely affect us; • We are heavily indebted, which subjects us to an increased risk of loss; • Our significant stockholders and their respective affiliates have significant influence over us, and their actions might not be in your best interest as a stockholder; • The price of our common stock is highly volatile, and investment in our common stock therefore carries increased risk; • If we are unable to successfully integrate the businesses we have acquired, or any future business acquisitions, our results of operations could be materially and adversely affected; • The 5G market may take longer to materialize than we expect or, if it does materialize rapidly, we may not be able to meet the development schedule and other customer demands; • Our development and investments in new technologies may not generate operating income or contribute to future results of operations that meet our expectations; • If we are unable to support customers with low latency and/or high throughput IoT use cases, our revenue growth and profitability will be harmed; • If we are unable to effectively manage our increasingly diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected; • The loss of our largest customers could significantly and materially adversely impact our revenue and profitability; • Our products are highly technical and may contain undetected errors, product defects, security vulnerabilities, or software errors; • If there are interruptions or performance problems associated with the network infrastructure used to provide our services, our customers may experience service outages, which may impact our reputation and future sales; • Our inability to adapt to rapid technological change in our markets could impair our ability to remain competitive and adversely affect our results of operations; • The market for the products and services that we offer is rapidly evolving and highly competitive.
Biggest changeSome of our more significant challenges and risks include, but are not limited to, the following, which are described in greater detail below: • The proposed Merger is subject to the satisfaction of certain closing conditions, including government consents and approvals, some or all of which may not be satisfied or completed within the expected timeframe, if at all; • We may not complete the proposed Merger within the timeframe we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations; • We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with customers and other third-party business partners; • We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger; • Litigation challenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all; • If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company; • If the Merger is not consummated on or before August 26, 2026, as such date may be automatically extended pursuant to the terms of the Merger Agreement, either the Company or KONA Parent may terminate the Merger Agreement; • We face risks related to compliance with current and evolving laws and regulations, including, without limitation, compliance with the SEC rules and regulations and tax law compliance in various jurisdictions, and failure to comply with these various laws and regulations could result in incurrence of substantial costs or otherwise materially and adversely affect us; • We are heavily indebted, which subjects us to an increased risk of loss; • Our significant stockholders and their respective affiliates have significant influence over us, and their actions might not be in your best interest as a stockholder; • The price of our common stock is highly volatile, and investment in our common stock therefore carries increased risk; • If we are unable to successfully integrate the businesses we have acquired, or any future business acquisitions, our results of operations could be materially and adversely affected; • The 5G market may take longer to materialize than we expect or, if it does materialize rapidly, we may not be able to meet the development schedule and other customer demands; • Our development and investments in new technologies may not generate operating income or contribute to future results of operations that meet our expectations; • If we are unable to support customers with low latency and/or high throughput IoT use cases, our revenue growth and profitability will be harmed; • If we are unable to effectively manage our increasingly diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected; • The loss of our largest customers could significantly and materially adversely impact our revenue and profitability; • Our products are highly technical and may contain undetected errors, product defects, security vulnerabilities, or software errors; • If there are interruptions or performance problems associated with the network infrastructure used to provide our services, our customers may experience service outages, which may impact our reputation and future sales; • Our inability to adapt to rapid technological change in our markets could impair our ability to remain competitive and adversely affect our results of operations; • The market for the products and services that we offer is rapidly evolving and highly competitive.
We have a history of operating losses, and we may not achieve or maintain profitability in the future. We are not certain whether or when we will be able to achieve or sustain profitability in the future.
We have a history of operating losses and may not be able to achieve or sustain profitability in the future. We have a history of operating losses, and we may not achieve or maintain profitability in the future. We are not certain whether or when we will be able to achieve or sustain profitability in the future.
If we lose any of these individuals or are not able to attract or retain qualified personnel in the future, or if we experience delays in hiring required personnel, including technical, engineering, sales, marketing, operations, and administrative personnel, we may not be able to maintain and expand our business.
If we lose any of these individuals or are not able to attract or retain qualified personnel in the future, or if we experience delays in hiring required personnel, including technical, engineering, sales, marketing, operations, and administrative personnel, we may not be able to maintain or expand our business.
Much of this litigation involves patent holding companies or other adverse patent owners who have no relevant product revenue of their own, and against whom our own patent portfolio may provide little or no deterrence. One or more patent infringement lawsuits from non-practicing entities may be brought against us or our subsidiaries in the ordinary course of business.
Much of this litigation involves patent holding companies or other adverse patent owners who have no relevant product revenue of their own, and against whom our own patent portfolio may provide little or no deterrence. One or more patent infringement lawsuits from non-practicing entities may be brought against us in the ordinary course of business.
Recent changes to the U.S. tax laws impact the tax treatment of foreign earnings by, among other things, creating limits on the ability of taxpayers to claim and utilize foreign tax credits, imposing minimum effective rates of current tax on certain classes of foreign income, and imposing additional taxes in connection with specified payments to related foreign recipients, among other items.
Changes to the U.S. tax laws impact the tax treatment of foreign earnings by, among other things, creating limits on the ability of taxpayers to claim and utilize foreign tax credits, imposing minimum effective rates of current tax on certain classes of foreign income, and imposing additional taxes in connection with specified payments to related foreign recipients, among other items.
If any of our facilities or the facilities of our third-party service providers including for example our telecommunications carrier partners, other suppliers of products that are components of our IoT Solutions, our data center providers, or our other partners are affected by natural disasters, such as earthquakes, tsunamis, wildfires, power shortages, floods, civil unrest, public health crises (such as pandemics and epidemics), political crises (such as terrorism, war, political instability or other conflict), climate change, or other events outside our control, including a cyberattack, our critical business or IT systems could be destroyed or disrupted and our ability to conduct normal business operations and our revenue, financial condition, and operating results could be adversely affected.
If any of our facilities or the facilities of our third-party service providers including for example our telecommunications carrier partners, other suppliers of products that are components of our IoT Solutions, our data center providers, or our other partners are affected by natural disasters, such as earthquakes, tsunamis, wildfires, power shortages, floods, civil unrest, public health emergency (such as epidemics and pandemics ), political crises (such as terrorism, war, political instability or other conflict), climate change, other catastrophic events, or other events outside our control, including a cyberattack, our critical business or IT systems could be destroyed or disrupted and our ability to conduct normal business operations and our revenue, financial condition, and operating results could be adversely affected.
Our Connectivity services are within the often-shifting regulatory landscape of the Internet in the United States. The primary service KORE provides in the United States is mobile broadband Internet connectivity. Historically, the FCC has recognized that broadband internet access services are “information services” subject to limited regulation.
Our IoT Connectivity services are within the often-shifting regulatory landscape of the Internet in the United States. The primary service KORE provides in the United States is mobile broadband Internet connectivity. Historically, the FCC has recognized that broadband internet access services are “information services” subject to limited regulation.
We generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges.
We generally state possible outcomes as high and low ranges that are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges.
If we do not regain compliance with, and continue to meet, the NYSE continued listing standards, our common stock may be delisted. Our common stock is currently listed for trading on the NYSE, and the continued listing of our common stock on the NYSE is subject to our compliance with applicable listing standards.
If we do not continue to meet the NYSE continued listing standards, our common stock may be delisted. Our common stock is currently listed for trading on the NYSE, and the continued listing of our common stock on the NYSE is subject to our compliance with applicable listing standards.
In the case of a delisting, we and our stockholders could face significant material adverse consequences including: • a limited availability of market quotations for our securities; • a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, generally resulting in a reduced level of trading activity in the secondary trading market for our common stock; • a limited amount of analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future.
In the case of a delisting, we and our stockholders could face significant material adverse consequences including: • a limited availability of market quotations for our securities; • a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, generally resulting in a reduced level of trading activity in the secondary trading market for our common stock; • a limited amount of analyst coverage, if any; and • a decreased ability to issue additional securities or obtain additional financing in the future.
Since becoming a public company in 2021, we have been required, on an ongoing basis, to comply with various laws, regulations and requirements, including the requirements of the Exchange Act, related regulations of the SEC, and continued listing requirements of the NYSE, along with certain extremely technical and complex accounting requirements of GAAP, and reports required under these laws, regulations, and requirements, which must be communicated to the market on a timely basis.
Since becoming a public company in 2021, we have been required, on an ongoing basis, to comply with various laws, regulations and requirements, including the requirements of the Exchange Act, related regulations of the SEC, and continued listing requirements of the NYSE, along with certain complex accounting requirements of GAAP, and reports required under these laws, regulations, and requirements, which must be communicated to the market on a timely basis.
If any member of our remote workforce is affected by a natural disaster (such as an earthquake, tsunami, wildfire, power shortage, flood, or hurricane), public health crisis (such as a pandemic and epidemic), political crisis (such as terrorism, war, political instability or other conflict), civil unrest (whether as an isolated incident or connected to an event such as a natural disaster or political crisis), climate change, or other catastrophic events outside our control, including a cyberattack, our employees’ ability to 16 Table of Contents work effectively could be severely disrupted, and our ability to conduct normal business operations and our revenue, financial condition, and operating results could be adversely affected.
If any member of our remote workforce is affected by a natural disaster (such as an earthquake, tsunami, wildfire, power shortage, flood, or hurricane), public health crisis (such as a pandemic and epidemic), political crisis (such as terrorism, war, political instability or other conflict), civil unrest (whether as an isolated incident or connected to an event such as a natural disaster or political crisis), climate change, or other catastrophic events outside our control, including a cyberattack, our employees’ ability to work effectively could be severely disrupted, and our ability to conduct normal business operations and our revenue, financial condition, and operating results could be adversely affected.
In addition, we or our subsidiaries could be obligated to indemnify our customers against third parties’ claims of intellectual property infringement based on our products or solutions.
In addition, we could be obligated to indemnify our customers against third parties’ claims of intellectual property infringement based on our products or solutions.
Our liabilities exceed our assets, which may have a material adverse effect on our ability to raise further equity capital, refinance our debt on favorable terms or at all, or issue new debt. 10 Table of Contents The consolidated financial statements included in this Annual Report on Form 10-K reflect that the book value of our liabilities exceeds the book value of our assets.
Our liabilities exceed our assets, which may have a material adverse effect on our ability to raise further equity capital, refinance our debt on favorable terms or at all, or issue new debt. The consolidated financial statements included in this Annual Report on Form 10-K reflect that the book value of our liabilities exceeds the book value of our assets.
These regulations have the potential to limit the ways that mobile broadband Internet service providers can structure business arrangements and manage networks, and may spur additional restrictions, such as de facto rate regulation, which could adversely affect network investment and innovation and raise KORE’s costs.
These regulations have the potential to limit the ways that mobile broadband Internet service providers can structure business arrangements and manage networks, and may spur additional restrictions, such as de facto rate regulation, which could adversely affect network investment and innovation and raise our costs.
Privacy Shield, a basis for data transfers from the European Union to the U.S., was invalidated by the European Court of Justice, and we expect that the international transfer of personal data will present ongoing compliance challenges and complicate our business transactions and operations.
For example, the EU-U.S. Privacy Shield, a basis for data transfers from the European Union to the U.S., was invalidated by the European Court of Justice, and we expect that the international transfer of personal data will present ongoing compliance challenges and complicate our business transactions and operations.
While Section 404 of the Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control structure and procedures for financial reporting on an annual basis, for as long as we are a non-accelerated filer or an Emerging Growth Company, the registered public accounting firm that issues an audit report on our financial statements will not be required to attest to or report on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.
While Section 404 of the Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control structure and procedures for financial reporting on an annual basis, for as long as we are a non-accelerated filer, the registered public accounting firm that issues an audit report on our financial statements will not be required to attest to or report on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.
The growth of the 5G market and its emerging standards, including the newly-defined 5G NR standard, is accelerating and we believe that we are at the forefront of this newly-emerging standard. However, this market may take longer to materialize than we expect, which could delay important commercial milestones.
The growth of the 5G market and its emerging standards, including the 5G NR standard, is accelerating and we believe that we are at the forefront of this emerging standard. However, this market may take longer to materialize than we expect, which could delay important commercial milestones.
Any errors, defects, or security vulnerabilities in our products or any defects in, or compatibility issues with, any third-party hardware or software or customers’ network 11 Table of Contents environments discovered after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers, theft of trade secrets, data or intellectual property and increased service and warranty cost, any of which could adversely affect our business, financial condition, and results of operations.
Any errors, defects, or security vulnerabilities in our products or any defects in, or compatibility issues with, any third-party hardware or software or customers’ network environments discovered after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers, theft of trade secrets, data or intellectual property and increased service and warranty cost, any of which could adversely affect our business, financial condition, and results of operations.
Our guidance, including forward-looking statements, is prepared by management and is qualified by, and subject to, a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies.
Any guidance, including forward-looking statements, is prepared by management and is qualified by, and subject to, a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies.
In addition, while the FCC has not sought to specifically 17 Table of Contents regulate the manner in which broadband internet service providers manage network traffic, the FCC has nonetheless continued to adopt other forms of regulation over such services, which in the future may affect our operations and subject us to sanctions if we fail to comply with them.
In addition, while the FCC has not sought to specifically regulate the manner in which broadband internet service providers manage network traffic, the FCC has nonetheless continued to adopt other forms of regulation over such services, which in the future may affect our operations and subject us to sanctions if we fail to comply with them.
We entered into a Second Amended and Restated Investor Rights Agreement dated October 30, 2024 (the “Amended Investor Rights Agreement”) 20 Table of Contents with these stockholders and an investor (Searchlight) who controls our Series A-1 Preferred Stock, $0.0001 par value per share (the “Series A-1 Preferred Stock”), and as of December 31, 2024 beneficially owned 14% of our outstanding common stock underlying 12,024,711 warrants exercisable for nominal consideration or on a cashless basis.
We entered into a Second Amended and Restated Investor Rights Agreement dated October 30, 2024 (the “Amended Investor Rights Agreement”) with these stockholders and an investor (Searchlight) who controls our Series A-1 Preferred Stock, $0.0001 par value per share (the “Series A-1 Preferred Stock”), and as of December 31, 2025 beneficially owned 14% of our outstanding common stock underlying 12,024,711 warrants exercisable for nominal consideration or on a cashless basis.
We are also at risk of potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, or other claims arising from the restatement. As of the date of this Annual Report on Form 10-K, we are not aware of any such disputes arising out of the restatement.
We are also at risk of potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, or other claims arising from the restatement. As 18 Table of Contents of the date of this Annual Report on Form 10-K, we are not aware of any such disputes arising out of the restatement.
Natural disasters, public health crises and pandemics, political crises, civil unrest, climate change, and other catastrophic events or other events outside of our control could impair the abilities of our employees to function effectively in their roles, given our mostly-remote workforce. Our workforce is mostly remote and not office-based.
Natural disasters, public health emergencies, including epidemics and pandemics, political crises, civil unrest, climate change, other catastrophic events or other events outside of our control could impair the abilities of our employees to function effectively in their roles, given our mostly-remote workforce. Our workforce is mostly remote and not office-based.
However, by virtue of allowing all customers to access any point of the Internet, KORE’s Connectivity services are closely analogous to the services mentioned in the FCC’s open internet orders, which creates the possibility that the FCC may begin regulating KORE’s services in the future. As the FCC’s treatment of the Internet evolves, so may KORE’s FCC obligations.
However, by virtue of allowing all customers to access any point of the Internet, our IoT Connectivity services are closely analogous to the services mentioned in the FCC’s open internet orders, which creates the possibility that the FCC may begin regulating our services in the future. As the FCC’s treatment of the Internet evolves, so may our FCC obligations.
Natural disasters, public health crises and pandemics, political crises, civil unrest, climate change, and other catastrophic events or other events outside of our control could damage our facilities or the facilities of third parties on which we depend and could impact consumer spending.
Natural disasters, public health emergencies, including epidemics and pandemics, political crises, civil unrest, climate change, other catastrophic events or other events outside of our control could damage our facilities or the facilities of third parties on which we depend and could impact consumer spending.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, potentially adversely affecting our operating result s. 18 Table of Contents Sales and use, value added, and similar tax laws and rates vary greatly by jurisdiction.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, potentially adversely affecting our operating result s. Sales and use, value added, and similar tax laws and rates vary greatly by jurisdiction.
We generally seek to license our platform and solutions pursuant to customer subscriptions. However, our customers have no obligation to maintain the subscription and can often terminate with 30 days’ notice. We also actively seek to sell additional solutions to our existing customers.
We generally seek to license our platform and solutions pursuant to customer subscriptions. However, our customers have no obligation to maintain the subscription and can often reduce services without notice and terminate with 30 days’ notice. We also actively seek to sell additional solutions to our existing customers.
A reduction in regulation in certain markets may adversely impact demand for certain of our solutions, which could materially and adversely affect our business, financial condition and results of operations. Conversely, an increase in regulation could increase our cost of providing services, which could adversely affect our business, financial condition, and results of operations.
A reduction in regulation in certain markets may adversely impact demand for certain of our solutions, which could materially and adversely affect 16 Table of Contents our business, financial condition and results of operations. Conversely, an increase in regulation could increase our cost of providing services, which could adversely affect our business, financial condition, and results of operations.
The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and remediation. Testing and maintaining our internal control over financial reporting and remediating material weaknesses may divert our management’s attention from other matters that are important to our business.
The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, 12 Table of Contents testing, and remediation. Testing and maintaining our internal control over financial reporting and remediating material weaknesses may divert our management’s attention from other matters that are important to our business.
Such a disruption could occur as a result of any number of events, including, but not limited to, increases in wages that drive up prices or labor stoppages, the imposition of regulations, quotas or embargoes on components, a scarcity of, or significant increase in the price of, required electronic components for our products, trade restrictions, tariffs or duties, fluctuations in currency exchange rates, transportation failures affecting the supply chain and shipment of materials and finished goods, third-party interference in the integrity of the products sourced through the supply chain, the unavailability of raw materials, severe weather conditions, natural disasters, civil unrest, military conflicts, geopolitical developments, war or terrorism, including the ongoing conflicts in Ukraine and the Middle East, regional or global pandemics, and disruptions in utility and other services.
Such a disruption could occur as a result of any number of events, including, but not limited to, increases in wages that drive up prices or labor stoppages, the imposition of regulations, quotas or embargoes on components, a scarcity of, or significant increase in the price of, required electronic components for our products, trade restrictions, trade policies (including tariffs, duties or other trade measures), fluctuations in currency exchange rates, transportation failures affecting the supply chain and shipment of materials and finished goods, third-party interference in the integrity of the products sourced through the supply chain, the unavailability of raw materials, severe weather conditions, natural disasters, civil unrest, military conflicts, geopolitical developments, war or terrorism, epidemics or pandemics, and disruptions in utility and other services.
Investment in new business strategies and acquisitions could result in operating difficulties, dilution of our common stock, and other consequences that could harm our business, financial condition, and operating results. New business strategies and acquisitions are important elements of our strategy and use of capital.
Investment in new business strategies and acquisitions could result in operating difficulties, dilution of our common stock, and other consequences that could harm our business, financial condition, and operating results. New business strategies and acquisitions may be important elements of our strategy and use of capital.
Risks Related to Our Corporate Governance Certain significant stockholders of ours have significant influence over us and our Board, and their actions might not be in your best interest as a stockholder. Certain significant stockholders of ours together own approximately 37% of our outstanding common stock as of December 31, 2024.
Risks Related to Our Corporate Governance Certain significant stockholders of ours have significant influence over us and our Board, and their actions might not be in your best interest as a stockholder. Certain significant stockholders of ours together own approximately 35% of our outstanding common stock as of December 31, 2025.
Any disruptions or unexpected incompatibilities in our information systems and those of the third parties upon which we rely could have a significant impact on our business. 12 Table of Contents An increasing portion of our revenue comes from subscription solutions and other hosted services in which we store, retrieve, communicate, and manage data that is critical to our customers’ business systems.
Any disruptions or unexpected incompatibilities in our information systems and those of the third parties upon which we rely could have a significant impact on our business. A portion of our revenue comes from subscription solutions and other hosted services in which we store, retrieve, communicate, and manage data that is critical to our customers’ business systems.
In addition, in the event that we acquire 15 Table of Contents another business or company, the success of an acquisition may depend in part on our retention and integration of key personnel from the acquired company or business.
In addition, in the event that we acquire another business or company, the success of an acquisition may depend in part on our retention and integration of key personnel from the acquired company or business.
We may not be able to obtain additional financing on terms favorable to us, if at all, particularly during times of market volatility 19 Table of Contents and general economic instability.
We may not be able to obtain additional financing on terms favorable to us, if at all, particularly during times of market volatility and general economic instability.
If we are unsuccessful in collecting such taxes from our end customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements, could be material and may adversely affect our financial condition and operating results.
If we are unsuccessful in collecting such taxes from 21 Table of Contents our end customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements, could be material and may adversely affect our financial condition and operating results.
We may become involved in litigation that could materially adversely affect our business, financial condition, results of operations, and prospects. We may become a party to litigation and disputes related to our intellectual property, business practices, regulatory compliance, products, or platform.
We may become involved in litigation that could materially adversely affect our business, financial condition, results of operations, and prospects. We may become a party to litigation and disputes, including but not limited to litigation and disputes related to our intellectual property, business practices, regulatory compliance, products, or platform.
Risks Related to our Securities The price of our securities may be volatile. The trading price of our securities may fluctuate substantially and may be lower than the price at which you purchase such securities. This may be especially true for companies like ours with a small public float.
The trading price of our securities may fluctuate substantially and may be lower than the price at which you purchase such securities. This may be especially true for companies like ours with a small public float.
Fluctuations in our results of operations may be due to a number of factors, including: • the portion of our revenue attributable to IoT Connectivity and IoT Services, including hardware and other sales; • our ability to manage the businesses we have acquired, and to integrate and manage any future acquisitions of businesses; • fluctuations in demand, including due to seasonality or broader economic factors, for our platforms and solutions; • changes in pricing by us in response to competitive pricing actions; • the ability of our hardware vendors to continue to manufacture high-quality products and to supply sufficient components and products to meet our demands; • the timing and success of introductions of new solutions, products or upgrades by us or our competitors and the entrance of new competitors; • changes in our business and pricing policies or those of our competitors; • our ability to control costs, including our operating expenses and the costs of the hardware we purchase; • changes in U.S. trade policies, including new or potential tariffs or penalties on imported products; • competition, including entry into the industry by new competitors and new offerings by existing competitors; • issues related to introductions of new or improved products such as supply chain disruptions or shortages of prior generation products or short-term decreased demand for next-generation products; • perceived or actual problems with the security, privacy, integrity, reliability, quality or compatibility of our solutions, including those related to security breaches in our systems, our subscribers’ systems, unscheduled downtime, or outages; • the amount and timing of expenditures, including those related to expanding our operations (including through acquisitions), increasing research and development, introducing new solutions or paying litigation expenses; • the ability to effectively manage growth within existing and new markets domestically and abroad; • changes in the payment terms for our platforms and solutions; • collectability of receivables due from customers and other third parties; • the strength of regional, national and global economies; and • the impact of natural disasters such as earthquakes, hurricanes, fires, power outages, floods, epidemics, pandemics and public health crises, and other catastrophic events or man-made problems such as terrorism, civil unrest and actual or threatened armed conflict, or global or regional economic, political, and social conditions. 8 Table of Contents We have a history of operating losses and may not be able to achieve or sustain profitability in the future.
Fluctuations in our results of operations may be due to a number of factors, including: • the portion of our revenue attributable to IoT Connectivity and IoT Solutions; • our ability to manage the businesses we have acquired, and to integrate and manage any future acquisitions of businesses; • fluctuations in demand, including due to seasonality or broader economic factors, for our platforms and solutions; • changes in pricing by us in response to competitive pricing actions; • the ability of our hardware vendors to continue to manufacture high-quality products and to supply sufficient components and products to meet our demands; • the timing and success of introductions of new solutions, products or upgrades by us or our competitors and the entrance of new competitors; • changes in our business and pricing policies or those of our competitors; • our ability to control costs, including our operating expenses and the costs of the hardware we purchase; • changes in U.S. and international trade policies, including tariffs, duties and other measures, on products imported to the United States; • competition, including entry into the industry by new competitors and new offerings by existing competitors; • issues related to introductions of new or improved products such as supply chain disruptions or shortages of prior generation products or decreased demand for next-generation products; • perceived or actual problems with the security, privacy, integrity, reliability, quality or compatibility of our solutions, including those related to security breaches in our systems, our subscribers’ systems, unscheduled downtime, or outages; • the amount and timing of expenditures, including those related to expanding our operations, increasing research and development, introducing new solutions or paying litigation expenses; • the ability to effectively manage growth within existing and new markets domestically and abroad; 11 Table of Contents • changes in the payment terms for our platforms and solutions; • collectability of receivables due from customers; • the strength of regional, national and global economies; and • the impact of natural disasters such as earthquakes, hurricanes, fires, power outages, floods, epidemics, pandemics and public health crises, and other catastrophic events or man-made problems such as terrorism, civil unrest and actual or threatened armed conflict, or global or regional economic, political, and social conditions.
Any new solutions we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate 13 Table of Contents significant revenue.
Any new solutions we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue.
We are likely to continue to evaluate and enter into discussions regarding a wide array of such potential strategic transactions, which could create unforeseen operating difficulties and expenditures.
We may continue to evaluate and enter into discussions regarding a wide array of potential strategic transactions, which could create unforeseen operating difficulties and expenditures.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, scale our infrastructure, develop product enhancements and respond to business challenges could be significantly impaired, and our business, results of operations and financial condition may be adversely affected.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, scale our infrastructure, develop product enhancements and respond to business challenges could be significantly impaired, and our business, results of operations and financial condition may be adversely affected. 22 Table of Contents Risks Related to our Securities The price of our securities may be volatile.
Risks Related to Competition The market for the products and services that we offer is rapidly evolving and highly competitive. We may be unable to compete effectively. The market for the products and services that we offer is rapidly evolving and highly competitive. Our products compete with a variety of solutions, including other subscription-based IoT platforms and solutions.
We may be unable to compete effectively. The market for the products and services that we offer is rapidly evolving and highly competitive. Our products compete with a variety of solutions, including other subscription-based IoT platforms and solutions. We expect competition to continue to increase and intensify, especially in the 5G market.
While we intend to vigorously defend these lawsuits, litigation can be costly and time-consuming, divert the attention of management and key personnel from our business operations, and dissuade prospective customers from subscribing to our products.
While we have historically vigorously defended these lawsuits, and anticipate vigorously defending future lawsuits, litigation can be costly and time-consuming, divert the attention of management and key personnel from our business operations, and dissuade prospective customers from subscribing to our products.
Further, market reaction to an acquisition may not be as we anticipate. Any or all of the foregoing could materially harm our financial condition and operating results, and / or cause our stock price to decline substantially.
Further, market reaction to an acquisition may not be as we anticipate. Any or all of the foregoing could materially harm our financial condition and operating results, and / or cause our stock price to decline substantially. As a public company, we must maintain internal control over financial reporting.
We may be unable to compete effectively; • If we are unable to protect our intellectual property and proprietary rights, our competitive position and business could be harmed; • Failure to maintain the security of our information and technology networks, including information relating to our customers and employees, could adversely affect us; • Our internal and customer-facing systems, and systems of third parties they rely upon, may be subject to cybersecurity breaches, disruptions, or delays; • We are subject to evolving privacy laws that are subject to potentially differing interpretations in the United States as well as other jurisdictions that can adversely impact our business and require that we incur substantial costs; • Our technology contains third-party open-source software components and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to provide our platform; • We face risks inherent in conducting business internationally, including compliance with international as well as U.S. laws and regulations that apply to our international operations; • We may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm our business, financial condition, and results of operations; • Our management has identified internal control deficiencies that have resulted in material weaknesses in our internal control over financial reporting and disclosure controls and procedures; • Our future capital needs are uncertain, and we may need to raise additional funds in the future, but may not be able to raise such additional funds on acceptable terms or at all; and • We have a history of losses and may not be able to achieve or sustain profitability in the future.
We may be unable to compete effectively; • If we are unable to protect our intellectual property and proprietary rights, our competitive position and business could be harmed; • Failure to maintain the security of our information and technology networks, including information relating to our customers and employees, could adversely affect us; • Our internal and customer-facing systems, and systems of third parties they rely upon, may be subject to cybersecurity breaches, disruptions, or delays; • We are subject to evolving privacy laws that are subject to potentially differing interpretations in the United States as well as other jurisdictions that can adversely impact our business and require that we incur substantial costs; 8 Table of Contents • Our technology contains third-party open-source software components and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to provide our platform; • We face risks inherent in conducting business internationally, including compliance with international as well as U.S. laws and regulations that apply to our international operations; • We may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm our business, financial condition, and results of operations; • Our management has identified internal control deficiencies that have resulted in material weaknesses in our internal control over financial reporting and disclosure controls and procedures; • We have cured our previously disclosed deficiency with the NYSE continued listing standards; however we are subject to continuing compliance monitoring by the NYSE.
Our products and solutions, including our software products, are highly technical and complex and, when deployed, may contain errors, defects, or security vulnerabilities including but not limited to vulnerabilities resulting from the use of third-party hardware and software.
Our products and solutions, including our software products, are highly technical and complex and, when deployed, may contain errors, defects, or security vulnerabilities including but not limited to vulnerabilities resulting from the use of third-party hardware and software. We must develop our products quickly to keep pace with the rapidly changing market.
In that event, we could be required to seek licenses from third parties in order to continue offering our products and solutions, to re-develop our solutions, to discontinue sales of our solutions, or to release our proprietary software source code under the terms of an open-source license, any of which could adversely affect our business, financial condition, and results of operations.
In that event, we could be required to seek licenses from third parties in order to continue offering our products and solutions, to re-develop our solutions, to discontinue sales of our solutions, or to release our proprietary software source code under the terms of an open-source license, any of which could adversely affect our business, financial condition, and results of operations. 17 Table of Contents Risks Related to Competition The market for the products and services that we offer is rapidly evolving and highly competitive.
A license to continue such practices may not be available to us, and we may be required to develop alternative non-infringing technology or practices or discontinue our practices. The development of alternative, non-infringing technology or practices could require significant effort and expense. Any of the above could materially adversely affect our business, financial condition, and results of operations.
A license to continue such practices may not be available to us, and we may be required to develop alternative non-infringing technology or practices or discontinue our practices. The development of alternative, non-infringing technology or practices could require significant effort and expense.
Our quarterly operating results, including the levels of our revenue, costs of revenue, exclusive of depreciation and amortization, net loss before income taxes and cash flows, may fluctuate as a result of a variety of factors, including adverse macroeconomic conditions, the product mix that we sell, the relative sales related to our platforms and solutions and other factors which are outside of our control.
Our quarterly operating results, including the levels of our revenue, costs of revenue, net loss and cash flows, may fluctuate as a result of a variety of factors, including adverse macroeconomic conditions, the product mix that we sell, and other factors which are outside of our control.
KORE’s services are not directly implicated by these rulings because KORE does not provide “mass market” Internet access.
Our services are not directly implicated by these rulings because we do not provide “mass market” Internet access.
These competitors, for example, may be able to respond more rapidly or more effectively than we can to new or emerging technologies, changes in customer requirements, supplier-related developments, or a shift in the business landscape.
Many of our competitors or potential competitors have significantly greater financial, technical, operational, and marketing resources than we do. These competitors, for example, may be able to respond more rapidly or more effectively than we can to new or emerging technologies, changes in customer requirements, supplier-related developments, or a shift in the business landscape.
For example, eSIM and eUICC standards may evolve and we will have to evolve our technology to such standards. If we are unable to adapt to rapid technological change, it could adversely affect our business, financial condition, and results of operations and our ability to remain competitive.
If we are unable to adapt to rapid technological change, it could adversely affect our business, financial condition, and results of operations and our ability to remain competitive.
Sales of substantial amounts of shares of our common stock, or the perception that such sales could occur, may adversely affect prevailing market prices for shares of our common stock. We have received a delisting notice from the NYSE and are subject to continuing compliance monitoring by the NYSE.
Sales of substantial amounts of shares of our common stock, or the perception that such sales could occur, may adversely affect prevailing market prices for shares of our common stock. We have cured our previously disclosed deficiency with the NYSE continued listing standards; however we are subject to continuing compliance monitoring by the NYSE.
Errors, viruses or bugs may be present in third-party software that our customers use in conjunction with our solutions. Changes to third-party software that our customers use in conjunction with our solutions could also render our solutions inoperable. Customers may conclude that our software is the cause of these errors, bugs or viruses and terminate their subscriptions.
Errors, viruses or bugs may be present in third-party software that our customers use in conjunction with our solutions. Changes to third-party software that our customers use 19 Table of Contents in conjunction with our solutions could also render our solutions inoperable.
Our services are hosted in our third-party data centers and any outages in these centers from any source including catastrophic events such as terrorist attacks, floods, power failures, earthquakes, etc. can impact the availability of our services, which could adversely affect our business, financial condition, and results of operations.
Our services are hosted in our third-party data centers and any outages in these centers from any source including catastrophic events such as terrorist attacks, floods, power failures, earthquakes, etc. can impact the availability of our services, which could adversely affect our business, financial condition, and results of operations. 14 Table of Contents Our internal and customer-facing systems, and systems of third parties we rely upon, may be subject to cybersecurity breaches, disruptions, ransom attacks or delays.
Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. For example, the EU-U.S.
We are subject to evolving privacy laws in the United States and other jurisdictions that are subject to potentially differing interpretations and which could adversely impact our business and require that we incur substantial costs. 20 Table of Contents Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters.
In addition, we are affected by changes in the many industries related to the products or services we offer, including Connectivity services and IoT Solutions offered to our Connected Health, Fleet Management, Communication Services, Asset Management and Industrial verticals. As the technologies used in each of these industries evolve, we will face new integration and competition challenges.
In addition, we are affected by changes in the many industries related to the products or services we offer, including IoT Connectivity and IoT Solutions offered to our Connected Health, Fleet Management, Asset Monitoring, Retail Communications Services and Industrial IoT verticals.
If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, our securities price or trading volume could decline.
Similarly, if one or more of the analysts write reports and downgrade our stock or publish inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, our securities price or trading volume could decline. ITEM 1B.
If any of our competitors implement new technologies before we are able to implement them or better anticipate the innovation and integration opportunities in related industries, those competitors may be able to provide more effective or less expensive solutions than ours. The marketability of our products may suffer if wireless telecommunications operators do not deliver acceptable wireless services.
If any of our competitors implement new technologies before we are able to implement them or better anticipate the innovation and integration opportunities in related industries, those competitors may be able to provide more effective or less expensive solutions than ours, which could result in an increase in our churn rate or a decrease in our anticipated growth.
Our future growth depends on our ability to develop leading and cost-effective technologies and products for these new and expanded areas and developing technologies. In particular, our growth depends significantly on our ability to develop and commercialize products using 5G technologies.
In particular, our growth depends significantly on our ability to develop and commercialize products using 5G technologies.
Defending such claims, regardless of their merit, could be time consuming and distracting to management, result in costly litigation or settlement, cause development delays, or require us or our subsidiaries to enter into royalty or licensing agreements.
We may not prevail in any current or future intellectual property infringement or other litigation given the complex technical issues and inherent uncertainties in such litigation. Defending such claims, regardless of their merit, could be time consuming and distracting to management, result in costly litigation or settlement, cause development delays, or require us to enter into royalty or licensing agreements.
An assertion by a third-party that we are infringing on its intellectual property could subject us to costly and time-consuming litigation or expensive licenses and our business could be harmed. 14 Table of Contents The technology industries involving mobile data telecommunications, IoT devices, software, and services are characterized by the existence of a large number of patents, copyrights, trademarks, and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights.
The technology industries involving mobile data telecommunications, IoT devices, software, and services are characterized by the existence of a large number of patents, copyrights, trademarks, and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights.
The success of our business depends, in part, on the capacity, affordability, reliability, and prevalence of wireless data networks provided by wireless telecommunications operators and on which our products and solutions operate. Currently, various wireless telecommunications operators, either individually or jointly with us, sell our products in connection with the sale of their wireless data services to their customers.
Currently, various wireless telecommunications operators, either individually or jointly with us, sell our products in connection with the sale of their wireless data services to their customers.
We cannot be certain if the scaled SEC reporting options available to Smaller Reporting Companies or the delay in implementing new accounting standards available to us as an Emerging Growth Company will make our common stock less attractive to investors, possibly making the market price of our common stock decline and the trading volume more volatile.
An independent assessment of the effectiveness of our internal controls could detect problems that our management's assessment might not. We cannot be certain if the scaled-down SEC reporting options available to Smaller Reporting Companies will make our common stock less attractive to investors, possibly making the market price of our common stock decline and the trading volume more volatile.
Risks Related to Customers and Demand for Our Solutions Our inability to adapt to rapid technological change in our markets could impair our ability to remain competitive and adversely affect the results of operations. All of the markets in which we operate are characterized by rapid technological change, frequent introductions of new products, services and solutions, and evolving customer demands.
All of the markets in which we operate are characterized by rapid technological change, frequent introductions of new products, services and solutions, and evolving customer demands.
If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially and adversely affected. 9 Table of Contents As a public company, we must maintain internal control over financial reporting. We have identified material weaknesses in our internal control over financial reporting.
If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially and adversely affected.
If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel outstanding purchase orders even if the products themselves are not defective.
We warrant that our products will be free of defects for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure clauses. If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel outstanding purchase orders even if the products themselves are not defective.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock. 21 Table of Contents Securities research analysts may establish and publish their own periodic projections for us. These projections may vary widely and may not accurately predict the results we actually achieve.
Securities research analysts may establish and publish their own periodic projections for us. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts.
Our growth depends in part on our ability to extend our technologies and products into new and expanded areas, including 5G. Our development and investments in these new technologies may not generate operating income or contribute to future results of operations that meet our expectations.
Our growth depends in part on our ability to extend our technologies and products into new and expanded areas, including 5G.
Thus, holders of shares of our common stock bear the risk of our future offerings reducing the market price of shares of our common stock and diluting their stock holdings in us.
Thus, holders of shares of our common stock bear the risk of our future offerings reducing the market price of shares of our common stock and diluting their stock holdings in us. 24 Table of Contents Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.
We cannot anticipate what additional requirements may be imposed on our broadband internet access business by federal, state, or local authorities in the future. We are subject to evolving privacy laws in the United States and other jurisdictions that are subject to potentially differing interpretations and which could adversely impact our business and require that we incur substantial costs.
We cannot anticipate what additional requirements may be imposed on our broadband internet access business by federal, state, or local authorities in the future.
We continue to invest significant resources toward advancements primarily in support of 4G- and 5G-based technologies. We also invest in new and expanded product areas by utilizing our existing technical and business expertise and through acquisitions or other strategic transactions.
We also invest in new and expanded product areas by utilizing our existing technical and business expertise and through acquisitions or other strategic transactions. Our future growth depends on our ability to develop leading and cost-effective technologies and products for these new and expanded areas and developing technologies.
Please carefully consider all of the information in this Annual Report on Form 10-K, including the matters set forth below in this Part I, Item 1A. 7 Table of Contents Risks Related to Our Business and Industry Our actual operating results may differ significantly from any guidance provided.
The above list is not exhaustive, and we face additional challenges and risks. Please carefully consider all of the information in this Annual Report on Form 10-K, including the matters set forth below in this Part I, Item 1A.
These market and industry factors may materially reduce the market price of our securities regardless of our operating performance.
The trading price of our securities may be volatile and subject to wide fluctuations due to a variety of factors, including those described in this Risk Factors section. Market and industry factors may also materially reduce the market price of our securities regardless of our operating performance.
We have submitted a plan to the NYSE regarding regaining our compliance with this requirement. If we are unable to regain and maintain compliance with the NYSE criteria for continued listing, our common stock may be delisted.
In accordance with the NYSE Listed Company Manual, we will be subject to a 12-month follow-up period within which we will be reviewed to ensure that we continue to meet the continued listed standards. If we are unable to maintain compliance with the NYSE criteria for continued listing, our common stock may be delisted.
Such occurrences could result in damage to our reputation, lost revenue, diverted development resources, increased customer service and support costs, warranty claims, and litigation. We warrant that our products will be free of defects for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure clauses.
Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new models or versions are released. Such occurrences could result in damage to our reputation, lost revenue, diverted development resources, increased customer service and support costs, warranty claims, and litigation.
Removed
The above list is not exhaustive, and we face additional challenges and risks.
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If we do not maintain compliance with, and continue to meet, the NYSE continued listing standards, our common stock may be delisted; • Our future capital needs are uncertain, and we may need to raise additional funds in the future, but may not be able to raise such additional funds on acceptable terms or at all; and • We have a history of losses and may not be able to achieve or sustain profitability in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCommunication protocols have been established to notify relevant stakeholders, including regulators and customers, as required. Our incident response team conducts regular simulations and exercises to ensure readiness and effectiveness. Internal Audit Program – We operate an internal audit program. On an annual basis, our internal audit team conducts an overall business risk assessment, which includes an evaluation of cybersecurity risks.
Biggest changeCommunication protocols have been established to notify relevant stakeholders, including regulators and customers, as required. Our incident response team conducts regular simulations and exercises to ensure readiness and effectiveness.
Our Vice President - IT Security & Compliance (“VPITSC”), under the direction of the COO, is responsible for overseeing our cybersecurity management program and the protection and defense of our networks and systems. The VPITSC’s relevant experience in cybersecurity includes over twelve years of extensive experience at the Company in cybersecurity, in various progressive roles.
Our Vice President - IT Security & Compliance (“VPITSC”), under the direction of the COO, is responsible for overseeing our cybersecurity management program and the protection and defense of our networks and systems. The VPITSC’s relevant experience in cybersecurity includes over thirteen years of extensive experience at the Company in cybersecurity, in various progressive roles.
As of December 31, 2024, we have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
As of December 31, 2025, we have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Vendor risk management program – We have implemented processes to oversee, identify and manage risks from cybersecurity threats associated with our use of third-party service providers. Our vendor risk management program establishes governance, processes and tools for managing various risks related to third-party service providers, including information security and supplier-related risks.
Vendor Risk Management Program – We have implemented processes to oversee, identify and manage risks from cybersecurity threats associated with our use of third-party service providers. Our vendor risk management program establishes governance, processes and tools for managing various risks related to third-party service providers, including information security and supply chain-related risks.
As a condition of working with KORE, suppliers who access sensitive business or customer information are expected to meet certain information security requirements. Incident Response – We have put in place a formal incident response plan to address and mitigate potential security breaches in a timely and effective manner.
As a condition of working with us, suppliers who provide critical services or who have access to or process sensitive business or customer information are expected to meet certain information security requirements. Incident Response – We have put in place a formal incident response plan to identify, address and mitigate potential security breaches in a timely and effective manner.
The VPITSC manages a team of cybersecurity professionals with broad experience and expertise, including in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, incident response, cyber forensics, insider threats and regulatory compliance.
The VPITSC manages a team of cybersecurity professionals with broad experience and expertise in today's critical areas, including cloud and application security, AI-driven threat intelligence, zero-trust architecture and advanced incident response.
Removed
Included in this evaluation is a report on our cybersecurity posture and related matters that is presented to the leaders of the relevant business teams, who are responsible for prioritizing and addressing the risks identified.
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This is all underpinned by a strong focus on regulatory compliance, with extensive experience in data privacy frameworks like GDPR, industry-specific standards such as PCI DSS and HIPAA, and a commitment to continuous cybersecurity education and training.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAlthough the outcome of these and other claims cannot be predicted with certainty, management does not believe that the ultimate resolution of these matters will have a material adverse effect on our financial condition or results of operations. 23 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 24 Table of Contents PART II
Biggest changeAlthough the outcome of these and other claims cannot be predicted with certainty, management does not believe that the ultimate resolution of these matters will have a material adverse effect on our financial condition or results of operations. 26 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 27 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table sets forth information with respect to our repurchases of common stock in each month of the fourth quarter of 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program October 1, 2024 - October 31, 2024 10,141 $ 2.60 — $ — November 1, 2024 - November 30, 2024 — $ — — $ — December 1, 2024 - December 31, 2024 — $ — — $ — (1) On October 1, 2024, 10,141 shares of common stock were surrendered by employees vesting in RSUs, in order to pay for applicable tax withholding.
Biggest changeIssuer Purchases of Equity Securities The following table sets forth information with respect to our repurchases of common stock in each month of the fourth quarter of 2025: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program October 1, 2025 - October 31, 2025 — $ — — $ — November 1, 2025 - November 30, 2025 — $ — — $ — December 1, 2025 - December 31, 2025 257 $ 4.50 — $ — (1) On December 13, 2025, 257 shares of common stock were surrendered by employees vesting in RSUs, in order to pay for applicable tax withholding.
Dividends We have not paid any cash dividends on our common stock to date and we have no current plans to pay cash dividends to holders of our common stock. Our ability to declare dividends is limited by the terms of financing or other agreements entered into by us or our subsidiaries from time to time.
Dividends We have not paid any cash dividends on our common stock to date and we have no current plans to pay cash dividends to holders of our common stock. Our ability to declare dividends is limited by the terms of financing or other agreements entered into by us from time to time.
Under the Incentive Plan, participants may surrender shares as payment of applicable tax withholding on the vesting of equity awards. Shares so surrendered by participants in the Incentive Plan are repurchased pursuant to the terms of the Incentive Plan and applicable award agreement and not pursuant to publicly announced share repurchase programs. These shares of common stock have been cancelled.
Under the Incentive Plan, participants may surrender shares as payment of applicable tax withholding on the vesting of equity awards. Shares so surrendered by participants in the Incentive Plan are repurchased pursuant to the terms of the Incentive Plan and / or applicable inducement award agreement and not pursuant to publicly announced share repurchase programs.
Holders of Record As of April 28, 2025, there were approximately 17,160,061 shares of our common stock outstanding with 40 holders of record of our common stock.
Holders of Record As of March 23, 2026, there were approximately 17,586,936 shares of our common stock outstanding with 35 holders of record of our common stock.
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The average price per share deemed paid for these shares is calculated using the closing stock price on the vesting date. The price per share deemed paid for these shares is $4.50 per share. These shares of common stock have been cancelled. ITEM 6. [RESERVED] 28 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe “dividend rate” means, initially, 13% per annum, and dividends on each share of Series A-1 preferred stock shall (i) accrue on the liquidation preference of such share and on any accrued dividends on such share, on a daily basis from and including the issuance date of such share, whether or not declared, whether or not the Company has earnings and whether or not the Company has assets legally available to make payment thereof, at a rate equal to the dividend rate, (ii) compound quarterly and (iii) be payable quarterly in arrears, in accordance with the section, below, on each dividend payment date, commencing on December 31, 2023.
Biggest changeThe following table sets forth the number of shares and the carrying amounts of Series A-1 Preferred Stock as of December 31, 2025 and 2024: Carrying Amount ($ in thousands, except share data) Shares December 31, 2025 December 31, 2024 Preferred stock issued November 15, 2023 150,000 $ 150,000 $ 150,000 Preferred stock issued December 13, 2023 2,857 2,857 2,857 Preferred stock issuance costs N/A (4,733) (5,335) Allocation of proceeds to preferred stock N/A (4,212) (4,746) Preferred stock, end of year 152,857 $ 143,912 $ 142,776 The dividend rate is 13% per annum, and dividends on each share of Series A-1 Preferred Stock shall (i) accrue on the liquidation preference of such share and on any accrued dividends on such share, on a daily basis from and including the issuance date of such share, whether or not declared, whether or not the Company has earnings and whether or not the Company has assets legally available to make payment thereof, at a 39 Table of Contents rate equal to the dividend rate, (ii) compounded quarterly and (iii) be payable quarterly in arrears, in accordance with the section, below, on each dividend payment date, commencing on December 31, 2023.
TCV for an IoT Connectivity opportunity is calculated by multiplying by 40 the estimated revenue expected to be generated during the twelfth month of production. TCV for an IoT Solutions opportunity is either the actual total expected revenue opportunity, or if it is a longer-term “programmatically recurring revenue” program, calculated for the first 36 months of the delivery period.
TCV for an IoT Connectivity opportunity was calculated by multiplying by 40 the estimated revenue expected to be generated during the twelfth month of production. TCV for an IoT Solutions opportunity was either the actual total expected revenue opportunity, or if it was a longer-term “programmatically recurring revenue” program, calculated for the first 36 months of the delivery period.
Results of Operations for the Years Ended December 31, 2024 and 2023: Revenue We derive revenue from IoT Connectivity services and IoT Solutions services (collectively, the “Services”) as well as products including IoT Connectivity (consisting of SIM cards) and IoT devices (within a comprehensive IoT solution) together referred to as “Products”.
Results of Operations for the Years Ended December 31, 2025 and 2024: Revenue We derive revenue from IoT Connectivity services and IoT Solutions services (collectively, the “Services”) as well as products including IoT Connectivity (consisting of SIM cards) and IoT devices (within a comprehensive IoT solution) together referred to as “Products”.
Interest is paid on the last business day of each quarterly interest period except at maturity. The credit agreement became effective on November 15, 2023. Principal payments of approximately $0.5 million are due on the last business day of each quarter. The maturity date of the Credit Facilities is November 15, 2028.
Interest is paid on the last business day of each quarter, except at maturity. The credit agreement became effective on November 15, 2023. Principal payments of approximately $0.5 million are due on the last business day of each quarter. The maturity date of the Credit Facilities is November 15, 2028.
In testing goodwill for impairment, the underlying assumptions and factors subject to sensitivity included the Company’s internal forecasts of its future results including projected revenue growth rates, cash flows, and its weighted average cost of capital, discount rates, and market factors such as earnings multiples from comparable publicly traded companies.
In testing goodwill for impairment, the underlying assumptions and factors subject to sensitivity included the Company’s internal forecasts of its future results 41 Table of Contents including projected revenue growth rates, cash flows, and its weighted average cost of capital, discount rates, and market factors such as earnings multiples from comparable publicly traded companies.
As of December 31, 2024 and December 31, 2023, there were no amounts outstanding on the Revolving Credit Facility. The Credit Facilities are secured by substantially all of the Company’s subsidiaries’ assets.
As of December 31, 2025 and 2024, there were no amounts outstanding on the Revolving Credit Facility. The Credit Facilities are secured by substantially all of the Company’s subsidiaries’ assets.
Additionally, if a project is abandoned or not deemed feasible, costs are expensed, and again, the determination of when or if this occurs is subject to professional judgement.
Additionally, if a project is abandoned or not deemed feasible, costs are expensed, and again, the determination of when or if this occurs is subject to professional judgment.
Key considerations include: • Taxability of transaction s: Determining the taxability of specific transactions requires careful analysis of specific customer use cases as applied to relevant tax laws, regulations, and interpretations.
Key considerations include: 42 Table of Contents • Taxability of transaction s: Determining the taxability of specific transactions requires careful analysis of specific customer use cases as applied to relevant tax laws, regulations, and interpretations.
Liability for Indirect Taxes 39 Table of Contents Indirect taxes to which we may be subject include sales tax, telecommunications use tax, federal universal service fund fees, and other similar levies imposed by various federal, state, and local governmental authorities on the sale of certain defined products and services.
Indirect Taxes Indirect taxes to which we may be subject include sales tax, telecommunications use tax, federal universal service fund fees, and other similar levies imposed by various federal, state, and local governmental authorities on the sale of certain defined products and services.
Recent accounting pronouncements See Note 2 — Summary of Significant Accounting Policies to the accompanying consolidated financial statements in Part II, Item 8, for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.
Recent Accounting Pronouncements See Note 2 — Summary of Significant Accounting Policies to the accompanying consolidated financial statements, for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.
We expect quarter-to-quarter GAAP earnings volatility from our business activities. In addition, the amount or timing of our reported earnings may be impacted by technical accounting issues and estimates. Management discusses the ongoing development and selection of the critical accounting policies and estimates as set forth below with the Audit Committee of our Board of Directors.
We expect quarter-to-quarter GAAP earnings volatility from our business activities. In addition, the amount or timing of our reported earnings may be impacted by changes in significant judgments, assumptions and estimates. Management discusses the ongoing development and selection of the critical accounting policies and estimates as set forth below with the Audit Committee of our Board of Directors.
The calculation of goodwill is often an inherently subjective process, as the determination of an acquired company’s net assets (as further described below, in “Business Combinations”) involves estimation of various factors, such as useful lives, selection of discount rates, calculation of weighted-average cost of capital, determination of the company’s peer group for comparable purposes, and other factors that involve significant judgment.
The calculation of goodwill is often an inherently subjective process, as the determination of an acquired company’s net assets involves estimation of various factors, such as useful lives, selection of discount rates, calculation of weighted-average cost of capital, determination of the company’s peer group for comparable purposes, and other factors that involve significant judgment.
ARPU was $0.97 and $0.99 for the three months ended December 31, 2024 and 2023, respectively. 34 Table of Contents Liquidity and Capital Resources Overview Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund our acquisitions and operating costs, and satisfy other general business needs.
ARPU was $0.93 and $0.97 for the three months ended December 31, 2025 and 2024, respectively. 37 Table of Contents Liquidity and Capital Resources Overview Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund our operating costs, and satisfy other general business needs.
Mandatorily Redeemable Preferred Stock The Company has authorized 35,000,000 shares of preferred stock, and has issued to a single investor (Searchlight) who is currently the sole holder of 152,857 shares of Series A-1 preferred stock, which is mandatorily redeemable for cash payable to the holder on November 15, 2033.
Mandatorily Redeemable Preferred Stock The Company has authorized 35,000,000 shares of preferred stock, and has issued to a single investor (Searchlight) who is currently the sole holder of 152,857 shares of Series A-1 Preferred Stock that are mandatorily redeemable for cash payable to the holder on November 15, 2033. The number of issued and outstanding shares are currently the same.
Non-GAAP Margin is a non-GAAP measure defined as non-GAAP Gross Profit (“Non-GAAP Profit”) divided by revenue, expressed as a percentage. Non-GAAP Profit is a non-GAAP measure defined as gross profit excluding certain (i) inventory adjustments that may not be indicative of ongoing operations, (ii) depreciation and (iii) amortization.
Non-GAAP Margin is a non-GAAP financial measure defined as non-GAAP Gross Profit (“Non-GAAP Profit”) divided by revenue, expressed as a percentage. Non-GAAP Profit is a non-GAAP financial measure defined as gross profit excluding certain acquisition-related inventory adjustments that may not be indicative of ongoing operations, and depreciation and amortization.
Capitalized internal use software, net of accumulated amortization, was $32.7 million and $35.8 million as of December 31, 2024 and 2023, respectively, and is included in intangible assets on our consolidated balance sheets.
Capitalized internal use software, net of accumulated amortization, was $28.2 million and $32.7 million as of December 31, 2025 and 2024, respectively, and is included in intangible assets on our consolidated balance sheets.
Fees charged for device management services are generally billed on the basis of a fee per deployed IoT device, which depends on the scope of the underlying services and the IoT device being deployed.
Fees charged for device management services include the cost of the underlying IoT device and the cost of deploying and managing such devices. Fees charged for device management services are generally billed on the basis of a fee per deployed IoT device, which depends on the scope of the underlying services and the IoT device being deployed.
Integration-related restructuring costs for the year ended December 31, 2024 were primarily comprised of severance costs associated with the restructuring program previously announced in August 2024, as well as retention bonuses, severances, license and subscription fees, and professional services related to integration of previously acquired businesses.
For the year ended December 31, 2024, costs were primarily comprised of severance costs associated with the restructuring program substantially completed in 2024, as well as retention bonuses and professional services related to integration of previously acquired businesses.
Such adjustments include goodwill impairment charges, changes in the fair value of certain of our warrants required by GAAP to be accounted for at fair value, gains or losses on debt extinguishment, “transformation expenses” as defined below, acquisition costs, integration-related restructuring costs, stock-based compensation, and foreign currency gains and losses.
Such adjustments include goodwill impairment charges, changes in the fair value of certain of our warrants required by GAAP to be accounted for at fair value, integration-related restructuring costs, stock-based compensation, and foreign currency gains and losses.
Summary and Description of Financing Arrangements The table below sets forth a summary of the Company’s outstanding long-term debt as of December 31, 2024 and December 31, 2023: December 31, (in thousands) 2024 2023 Term Loan - WhiteHorse $ 183,150 $ 185,000 Backstop Notes 120,000 120,000 Other borrowings — 561 Total $ 303,150 $ 305,561 Less: current portion of long-term debt (1,850) (2,411) Less: debt issuance costs, net of accumulated amortization of $1.4 million and $0.8 million, respectively (2,349) (2,911) Less: original issue discount on Term Loan - WhiteHorse (3,290) (4,130) Total Long-term debt and other borrowings, net $ 295,661 $ 296,109 Term Loan and Revolving Credit Facility — WhiteHorse Capital Management, LLC (“WhiteHorse”) On November 9, 2023, the Company only with respect to certain limited sections thereof, and certain subsidiaries of the Company entered into a credit agreement with WhiteHorse that consisted of a senior secured term loan of $185.0 million (“Term Loan”) as well as a senior secured revolving credit facility of $25.0 million (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”).
Summary and Description of Financing Arrangements The table below sets forth a summary of the Company’s outstanding long-term debt as of December 31, 2025 and December 31, 2024: December 31, (in thousands) 2025 2024 Term Loan - WhiteHorse $ 181,300 $ 183,150 Backstop Notes 120,000 120,000 Total $ 301,300 $ 303,150 Less: current portion of long-term debt (1,850) (1,850) Less: debt issuance costs, net of accumulated amortization of $2.0 million and $1.4 million, respectively (1,763) (2,349) Less: original issue discount (2,450) (3,290) Total Long-term debt, net $ 295,237 $ 295,661 Term Loan and Revolving Credit Facility — WhiteHorse Capital Management, LLC (“WhiteHorse”) On November 9, 2023, the Company entered into a credit agreement with WhiteHorse that consisted of a senior secured term loan of $185.0 million (“Term Loan”) as well as a senior secured revolving credit facility of $25.0 million (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”).
Although management often engages third party experts to perform such calculations, management is responsible for the ultimate conclusions reached in any valuation report. Goodwill is not amortized, but is tested for impairment both on a routine annual basis and also when an indicator of impairment is deemed to have occurred.
Although management often engages third party experts to perform such calculations, management is responsible for the ultimate conclusions reached in any valuation report. Goodwill is tested for impairment on an annual basis (on October 1 st of each year) and also when an indicator of impairment is deemed to have occurred.
The First Lien Net Leverage Ratio shall not be greater than 3.50:1.00 for quarterly periods ended March 31, 2024 and June 30, 2024; 3.00:1.00 for the quarterly periods ended September 30, 2024 and December 31, 2024; 2.75:1.00 for the quarterly periods ending March 31, 2025, June 30, 2025, and September 30, 2025; and 2.50:1.00 for periods ending December 31, 2025 and thereafter.
The First Lien Net Leverage Ratio is set at 3.50:1.00 for quarterly periods ended March 31, 2024 and June 30, 2024; 3.00:1.00 for the quarterly periods ended September 30, 2024 and December 31, 2024; 2.75:1.00 for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025; and 2.50:1.00 for periods ended December 31, 2025 and thereafter.
We must make significant estimates and assumptions as we follow the revenue accounting model of ASC 606, to (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation.
Revenue is recognized in accordance with the revenue accounting model of ASC 606, which requires the Company to (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation.
These metrics are the principal measures used by management to assess the growth of the business on a periodic basis, on a SIM and / or device-based perspective. We believe that investors also use these metrics for similar purpose.
The “Average Connections Count” is the simple average of the total number of connections during the relevant period presented. These metrics are the principal measures used by management to assess the growth of the business on a periodic basis, on a SIM and/or device-based perspective. We believe that investors also use these metrics for similar purpose.
IoT Solutions Non-GAAP margin increased 9.2% compared to the year ended December 31, 2023, primarily driven by the management’s decision to forgo low or zero margin hardware revenue and increase pricing. Key Operational Metrics We review a number of operational metrics to measure our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions.
IoT Solutions Non-GAAP margin increased 1.2% compared to the year ended December 31, 2024, primarily driven by the increase in IoT Solutions revenue and management’s focus on more profitable IoT Solutions arrangements. Key Operational Metrics We review a number of operational metrics to measure our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions.
During both the second quarter of 2024 and the third quarter of 2023, we experienced (among other qualitative indicators described in Part II, Item 8, Notes to the Consolidated Financial Statements, Note 8 — Goodwill and Other Intangible Assets ) declines in our stock price and market capitalization that, in management’s opinion, represented at each time, a possible indicator of impairment as the observed declines were both significant and sustained, and thus, impairment testing was deemed to be indicated.
During the second quarter of 2024, we experienced declines in our stock price and market capitalization (among other qualitative indicators described in Note 8 — Goodwill and Other Intangible Assets to the consolidated financial statements) that, in management’s opinion, represented a possible indicator of impairment as the observed declines were both significant and sustained, and therefore management tested goodwill for impairment at that date.
We may also seek to raise additional capital through public or private offerings of equity, equity-related, or debt securities, depending upon market conditions. The use of any particular source of capital and funds will depend on market conditions, the availability of these sources, and any acquisition or expansion opportunities available to us.
We may seek to raise additional capital through public or private offerings of equity, equity-related, or debt securities, depending upon market conditions. Borrowings or capital transactions may not be available under attractive terms, or at all. The use of any particular source of capital and funds will depend on market conditions and the availability, if any, of these sources.
The Backstop Notes were issued pursuant to an indenture which contains financial covenants related to the Company’s maximum total debt to Adjusted EBITDA ratio.
The Backstop Notes were issued pursuant to an indenture which contains financial covenants related to the Company’s maximum total debt to Adjusted EBITDA ratio, which in general is less restrictive than the financial covenants under the term loan.
ARPU is used by management as a measure to assess the revenue generated per connection. We believe that ARPU is an important metric for both management and investors to help in understanding the financial performance and effectiveness of the Company’s monetization per connection. ARPU is calculated on a three-month (current quarter) basis only, as longer periods are not meaningful.
We believe that ARPU is an important metric for both management and investors to help in understanding the financial performance and effectiveness of the Company’s monetization per connection. ARPU is calculated on a quarter basis.
An impairment charge is a permanent reduction to the carrying value of an asset and cannot be reversed. Determining if an indicator of impairment to goodwill has occurred involves considerable judgement.
An impairment charge is a permanent reduction to the carrying value of an asset and cannot be reversed.
The operational metrics identified by management as key operational metrics are Total Number of Connections, Average Connections Count, Dollar-Based Net Expansion Rate, Total Contract Value, and Average Revenue per User. 32 Table of Contents Total Number of Connections and Average Connections Count The “Total Number of Connections” constitutes the total of all our IoT Connectivity services connections, including both CaaS and CEaaS (explained below) but excluding certain connections where mobile carriers license our subscription management platform from us.
The operational metrics identified by management as key operational metrics are Total Number of Connections, Average Connections Count, Estimated Annual Recurring Revenue, Total Contract Value, and Average Revenue per User. 36 Table of Contents Total Number of Connections and Average Connections Count Our “Total Number of Connections” constitutes the total of all our IoT Connectivity services connections, which includes the contributions of eSIMs but excludes certain connections where mobile carriers license our subscription management platform from us.
Backstop Notes On September 30, 2021, a subsidiary of the Company issued the first tranche of the Backstop Notes, consisting of $95.1 million in senior unsecured exchangeable notes due 2028 to a lender and its affiliates. On October 28, 2021, the Company’s subsidiary issued a second and final tranche of Backstop Notes in the amount of $24.9 million.
On October 28, 2021, the Company’s subsidiary issued a second and final tranche of Backstop Notes in the amount of $24.9 million. The Backstop Notes are guaranteed by the Company and are due September 30, 2028.
The Backstop Notes are guaranteed by the Company and are due September 30, 2028. The Backstop Notes were issued at par and bear interest at a rate of 5.50% per annum which is paid semi-annually on March 30 and September 30 of each year.
The Backstop Notes were issued at par and bear interest at a rate of 5.50% per annum which is paid semi-annually on March 30 and September 30 of each year. The Backstop Notes are exchangeable into common stock of the Company at $62.50 per share (the “Base Exchange Rate”) at any time at the option of the lender.
Unless the context otherwise requires, all references in this section to “the Company” “KORE,” “us,” “our,” “ours,” or “we” refer to KORE Group Holdings, Inc. and its wholly-owned subsidiaries. Overview We provide IoT Connectivity, including advanced connectivity services, location-based services, device solutions, and managed and professional services used in the development and support of IoT technology for our customers.
Unless the context otherwise requires, all references in this section to “the Company” “KORE,” “us,” “our,” “ours,” or “we” refer to KORE Group Holdings, Inc. and its wholly-owned subsidiaries. Overview We offer IoT connectivity to the Internet (“IoT Connectivity”) and other IoT solutions (“IoT Solutions”) to our customers.
The Credit Facilities are subject to customary financial covenants, including with respect to the Total Net Leverage Ratio, defined as, with respect to any period end, to the ratio of (a) Consolidated Total Debt (as defined in the credit agreement) to (b) Consolidated EBITDA (as defined in the credit agreement); and First Lien Net Leverage Ratio, defined as, with respect to any period end, the ratio of (a) Consolidated First Lien Debt (as defined in the credit agreement) to (b) Consolidated EBITDA.
The Term Loan agreement restricts cash dividends and other distributions from the Company’s subsidiaries to the Company and also restricts the Company’s ability to pay cash dividends to its shareholders. 38 Table of Contents The Credit Facilities are subject to customary financial covenants, including the Total Net Leverage Ratio, defined as, with respect to any period end, the ratio of (a) Consolidated Total Debt (as defined in the credit agreement) to (b) Consolidated EBITDA (as defined in the credit agreement); and First Lien Net Leverage Ratio, defined as, with respect to any period end, the ratio of (a) Consolidated First Lien Debt (as defined in the credit agreement) to (b) Consolidated EBITDA (as defined in the credit agreement).
The following table sets forth a reconciliation of net loss to EBITDA and Adjusted EBITDA for the years ended December 31, 2024 and 2023: For the Year Ended December 31, (in thousands) 2024 2023 Net loss $ (146,076) $ (167,042) Income tax benefit (5,937) (4,158) Interest expense, net 51,396 42,680 Depreciation and amortization 56,218 58,363 EBITDA (44,399) (70,157) Goodwill impairment loss 65,861 78,257 Loss on debt extinguishment — 2,584 Change in fair value of warrant liability (4,040) 6,436 Transformation expenses — 6,624 Acquisition costs — 1,776 Integration-related restructuring costs 19,159 16,532 Stock-based compensation 8,481 11,251 Foreign currency (gain) loss 5,207 (182) Other (1) 2,869 2,429 Adjusted EBITDA $ 53,138 $ 55,550 (1) “Other” adjustments are comprised of adjustments for certain indirect or non-income based taxes.
The following table sets forth a reconciliation of net loss to EBITDA and Adjusted EBITDA for the years ended December 31, 2025 and 2024: For the Year Ended December 31, (in thousands) 2025 2024 Net loss $ (62,976) $ (146,076) Income tax benefit (1,579) (5,937) Interest expense, net 52,728 51,396 Depreciation and amortization 54,891 56,218 EBITDA 43,064 (44,399) Goodwill impairment loss — 65,861 Change in fair value of warrant liability 2,405 (4,040) Integration-related restructuring costs 19,806 19,159 Stock-based compensation 2,095 8,481 Foreign currency (gain) loss (4,997) 5,207 Loss on sale of assets 1,115 — Other (1) (146) 2,869 Adjusted EBITDA $ 63,342 $ 53,138 (1) “Other” adjustments are comprised of adjustments for certain indirect or non-income based taxes.
The following table sets forth a reconciliation of net cash provided by operating activities to free cash flow for the years ended December 31, 2024 and 2023: For the Year Ended December 31, (in thousands) 2024 2023 Net cash provided by (used in) operating activities $ 9,906 $ (6,419) Purchases of property and equipment (2,807) (4,433) Additions to intangible assets (10,648) (15,797) Free cash flow $ (3,549) $ (26,649) Non-GAAP Profit and Non-GAAP Margin Gross profit and gross margin as calculated in accordance with GAAP include depreciation and amortization as part of a cost of revenue, which is shown separately for convenience in the below GAAP reconciliation.
The following table sets forth a reconciliation of net cash provided by operating activities to free cash flow for the years ended December 31, 2025 and 2024: For the Year Ended December 31, (in thousands) 2025 2024 Net cash provided by operating activities $ 18,487 $ 9,123 Capital expenditures, net (9,590) (12,672) Free cash flow $ 8,897 $ (3,549) Non-GAAP Gross Profit and Non-GAAP Gross Margin Gross profit and gross margin as calculated in accordance with GAAP include depreciation and amortization as part of a cost of revenue, which is shown separately for convenience in the below GAAP reconciliation.
Our liquidity requirements have historically arisen from our working capital needs, obligations to make scheduled payments of interest and principal on our indebtedness, and capital expenditures to facilitate the growth and expansion of the business via acquisitions. Going forward, we may also utilize other types of borrowings, including bank credit facilities and lines of credit, among others.
Our liquidity requirements have historically arisen from our working capital needs, obligations to make scheduled payments of interest and principal on our indebtedness, and capital expenditures to facilitate the growth and expansion of the business, which was historically accomplished via acquisitions.
Selling, general, and administrative expenses The following table sets forth the Company’s selling, general, and administrative expenses incurred for the years ended December 31, 2024 and 2023: For the Year Ended December 31, Year-over-Year Increase / (Decrease) ($ in thousands) 2024 2023 $ % Selling, general, and administrative expenses $ 140,016 $ 129,200 $ 10,816 8 % Selling, general, and administrative (“SG&A”) expenses relate primarily to expenses for general management, sales and marketing, finance, audit, legal fees, and other general operating expenses.
The cost of IoT Solutions increased by approximately $0.2 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, or relatively flat. 31 Table of Contents Selling, general, and administrative expenses The following table sets forth the Company’s selling, general, and administrative expenses incurred for the years ended December 31, 2025 and 2024: For the Year Ended December 31, Year-over-Year Increase / (Decrease) ($ in thousands) 2025 2024 $ % Selling, general, and administrative expenses $ 115,531 $ 140,016 $ (24,485) (17) % Selling, general, and administrative (“SG&A”) expenses relate primarily to expenses for general management, sales and marketing, finance, audit, legal fees, and other general operating expenses.
TCV is used by management as a measure of the revenue opportunity of KORE’s sales funnel, which we define as opportunities our sales team is actively pursuing, potentially leading to future revenue. As of December 31, 2024, our sales funnel included over 1,062 opportunities with an estimated potential TCV of over $312 million.
TCV was previously used by management as a measure of the revenue opportunity of KORE’s sales funnel. As of December 31, 2024, our sales funnel included an estimated potential TCV of over $312 million.
Dividends on the Series A-1 preferred stock shall be payable in cash only if, as and when declared by the Board, and, if not declared by the Board, the amount of accrued Dividends shall be automatically increased, without any action on the part of the Company or any other person, in an amount equal to the amount of the dividend to be paid.
Dividends on the Series A-1 Preferred Stock shall be payable in cash only if, as and when declared by the Board, and, if not declared by the Board, the amount of dividends shall be accrued and is compounded quarterly.
The table below sets forth our cost of revenue, exclusive of depreciation and amortization, for the years ended December 31, 2024 and 2023, disaggregated by “cost of IoT Connectivity” and “cost of IoT Solutions”: For the Year Ended December 31, Year-over-Year Increase / (Decrease) ($ in thousands) 2024 2023 $ % Cost of IoT Connectivity $ 89,597 $ 77,263 $ 12,334 16 % Cost of IoT Solutions 36,564 51,300 (14,736) (29) % Total cost of revenue $ 126,161 $ 128,563 $ (2,402) (2) % The cost of IoT Connectivity increased by approximately $12.3 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The table below sets forth our cost of revenue, exclusive of depreciation and amortization, for the years ended December 31, 2025 and 2024, disaggregated by “cost of IoT Connectivity” and “cost of IoT Solutions”: For the Year Ended December 31, Year-over-Year Increase / (Decrease) ($ in thousands) 2025 2024 $ % Cost of IoT Connectivity $ 91,282 $ 89,597 $ 1,685 2 % Cost of IoT Solutions 36,730 36,564 166 — % Total cost of revenue $ 128,012 $ 126,161 $ 1,851 1 % The cost of IoT Connectivity increased by approximately $1.7 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by increased costs associated with the growth in connections and network cloud usage.
Products Non-GAAP margin increased 11.4% compared to the year ended December 31, 2023, primarily driven by the management’s decision to forgo low or zero margin hardware revenue and increase pricing. 31 Table of Contents The table below sets forth gross profit and gross margin calculated in accordance with GAAP, based upon the categories of revenue and associated costs disaggregated by “IoT Connectivity” and “IoT Solutions,” reconciled to Non-GAAP profit and Non-GAAP margin, disaggregated by “IoT Connectivity” and “IoT Solutions”: For the Year Ended December 31, ($ in thousands) 2024 2023 IoT Connectivity $ % $ % Revenue $ 226,853 $ 202,393 Cost of revenue, excluding depreciation and amortization 89,597 77,263 Depreciation and amortization in cost of revenue (1) 44,257 48,896 Gross Profit $ / Margin % $ 92,999 41.0 % $ 76,234 37.7 % Exclude: Depreciation and amortization 44,257 48,896 Non-GAAP Profit $ / Non-GAAP Margin % $ 137,256 60.5 % $ 125,130 61.8 % IoT Solutions Revenue $ 59,234 $ 74,217 Cost of revenue, excluding depreciation and amortization 36,564 51,300 Depreciation and amortization in cost of revenue (1) 4,062 4,361 Gross Profit $ / Margin % $ 18,608 31.4 % $ 18,556 25.0 % Exclude: Inventory adjustments 1,163 103 Exclude: Depreciation and amortization 4,062 4,361 Non-GAAP Profit $ / Non-GAAP Margin % $ 23,833 40.2 % $ 23,020 31.0 % Overall Gross Profit $ / Margin % $ 111,607 39.0 % $ 94,790 34.3 % Non-GAAP Profit $ / Non-GAAP Margin % $ 161,089 56.3 % $ 148,150 53.6 % (1) Depreciation and amortization as included in cost of revenue for GAAP.
Products Non-GAAP margin decreased 1.6% compared to the year ended December 31, 2024, primarily driven by the increase in cost of revenue and depreciation and amortization in cost of revenue. 35 Table of Contents The table below sets forth gross profit and gross margin calculated in accordance with GAAP, based upon the categories of revenue and associated costs disaggregated by “IoT Connectivity” and “IoT Solutions,” reconciled to Non-GAAP profit and Non-GAAP margin, disaggregated by “IoT Connectivity” and “IoT Solutions”: For the Year Ended December 31, ($ in thousands) 2025 2024 IoT Connectivity $ % $ % Revenue $ 223,993 $ 226,853 Cost of revenue, excluding depreciation and amortization 91,282 89,597 Depreciation and amortization in cost of revenue (1) 44,204 47,438 Gross Profit $ / Margin % $ 88,507 39.5 % $ 89,818 39.6 % Exclude: Inventory adjustments 999 — Exclude: Depreciation and amortization 44,204 47,438 Non-GAAP Profit $ / Non-GAAP Margin % $ 133,710 59.7 % $ 137,256 60.5 % IoT Solutions Revenue $ 61,952 $ 59,234 Cost of revenue, excluding depreciation and amortization 36,730 36,564 Depreciation and amortization in cost of revenue (1) 5,362 4,308 Gross Profit $ / Margin % $ 19,860 32.1 % $ 18,362 31.0 % Exclude: Inventory adjustments 399 1,163 Exclude: Depreciation and amortization 5,362 4,308 Non-GAAP Profit $ / Non-GAAP Margin % $ 25,621 41.4 % $ 23,833 40.2 % Overall Gross Profit $ / Margin % $ 108,367 37.9 % $ 108,180 37.8 % Non-GAAP Profit $ / Non-GAAP Margin % $ 159,331 55.7 % $ 161,089 56.3 % (1) Depreciation and amortization as included in cost of revenue for GAAP.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.” The Total Net Leverage Ratio shall not be greater than 6.25:1.00 for quarterly periods ended March 31, 2024 and June 30, 2024; 5.75:1.00 for the quarterly periods ended September 30, 2024 and December 31, 2024; 5.50:1.00 for the quarterly periods ending March 31, 2025, June 30, 2025, and September 30, 2025; and 5.25:1.00 for periods ending December 31, 2025 and thereafter.
The Total Net Leverage Ratio is set at 6.25:1.00 for quarterly periods ended March 31, 2024 and June 30, 2024; 5.75:1.00 for the quarterly periods ended September 30, 2024 and December 31, 2024; 5.50:1.00 for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025; and 5.25:1.00 for periods ended December 31, 2025 and thereafter.
During the year ended December 31, 2024, IoT Connectivity gross margin increased 3.3% compared to the year ended December 31, 2023, primarily driven by the decrease in depreciation and amortization in the cost of revenue offset by a slight decrease in IoT Connectivity gross margins due to fiscal year 2024 having a full year of revenue from the Twilio IoT acquisition.
During the year ended December 31, 2025, IoT Solutions gross margin increased 1.1% compared to the year ended December 31, 2024, primarily driven by the increase in IoT Solutions revenue, partially offset by an increase in depreciation and amortization in the cost of revenue.
Revenue arising from IoT Connectivity services generally consists of a monthly subscription fee and additional data usage fees that are part of a bundled solution which enables other providers and enterprise customers to complete their platforms for solutions to provide IoT Connectivity or other IoT Solutions. IoT Connectivity also includes charges for each SIM sold to a customer.
Revenue arising from IoT Connectivity generally consists of a monthly subscription fee and additional data usage fees. IoT Connectivity also includes charges for each SIM sold to a customer. Revenue from IoT Solutions is derived from IoT device management services, location-based software services, and IoT security software services.
The table below sets forth our cost of revenue, exclusive of depreciation and amortization, for the years ended December 31, 2024 and 2023, disaggregated by “cost of services” and “cost of products”: For the Year Ended December 31, Year-over-Year Increase / (Decrease) ($ in thousands) 2024 2023 $ % Cost of services $ 93,663 $ 82,547 $ 11,116 13 % Cost of products 32,498 46,016 (13,518) (29) % Total cost of revenue $ 126,161 $ 128,563 $ (2,402) (2) % Cost of services increased by approximately $11.1 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The table below sets forth our cost of revenue, exclusive of depreciation and amortization, for the years ended December 31, 2025 and 2024, disaggregated by “cost of services” and “cost of products”: For the Year Ended December 31, Year-over-Year Increase / (Decrease) ($ in thousands) 2025 2024 $ % Cost of services $ 90,262 $ 93,663 $ (3,401) (4) % Cost of products 37,750 32,498 5,252 16 % Total cost of revenue $ 128,012 $ 126,161 $ 1,851 1 % Cost of services decreased by approximately $3.4 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by reduced labor costs as we transition out of certain production facilities.
Cash flows from investing activities Cash used in investing activities for the years ended December 31, 2024 and 2023 was primarily used for investments in property and equipment and internally developed software. 37 Table of Contents Cash flows from financing activities C ash used in financing activitie s for the year ended December 31, 2024, was primarily due to scheduled principal payments on the Term Loan.
Cash flows from financing activities C ash used in financing activitie s for the year ended December 31, 2025 decreased from 2024 primarily due to scheduled principal payments on the Term Loan, reduced share repurchases and lower payment of employee tax withholding related to equity awards.
The table below sets forth gross profit and gross margin calculated in accordance with GAAP, based upon the categories of revenue and associated costs disaggregated by “cost of services” and “cost of products,” reconciled to Non-GAAP Profit and Non-GAAP Margin, disaggregated by “cost of services” and “cost of products,” as well as overall: 30 Table of Contents For the Year Ended December 31, ($ in thousands) 2024 2023 Services $ % $ % Revenue $ 234,247 $ 212,645 Cost of revenue, excluding depreciation and amortization 93,663 82,547 Depreciation and amortization in cost of revenue (1) 44,257 48,896 Gross Profit $ / Margin % $ 96,327 41.1 % $ 81,202 38.2 % Exclude: Depreciation and amortization 44,257 48,896 Non-GAAP Profit $ / Non-GAAP Margin % $ 140,584 60.0 % $ 130,098 61.2 % Products Revenue $ 51,840 $ 63,965 Cost of revenue, excluding depreciation and amortization 32,498 46,016 Depreciation and amortization in cost of revenue (1) 4,062 4,361 Gross Profit $ / Margin % $ 15,280 29.5 % $ 13,588 21.2 % Exclude: Inventory adjustments 1,163 103 Exclude: Depreciation and amortization 4,062 4,361 Non-GAAP Profit $ / Non-GAAP Margin % $ 20,505 39.6 % $ 18,052 28.2 % Overall Gross Profit $ / Margin % $ 111,607 39.0 % $ 94,790 34.3 % Non-GAAP Profit $ / Non-GAAP Margin % $ 161,089 56.3 % $ 148,150 53.6 % (1) Depreciation and amortization as included in cost of revenue for GAAP.
The table below sets forth gross profit and gross margin calculated in accordance with GAAP, based upon the categories of revenue and associated costs disaggregated by “cost of services” and “cost of products,” reconciled to Non-GAAP Profit and Non-GAAP Margin, disaggregated by “cost of services” and “cost of products,” as well as overall: 34 Table of Contents For the Year Ended December 31, ($ in thousands) 2025 2024 Services $ % $ % Revenue $ 227,278 $ 234,247 Cost of revenue, excluding depreciation and amortization 90,262 93,663 Depreciation and amortization in cost of revenue (1) 44,204 47,438 Gross Profit $ / Margin % $ 92,812 40.8 % $ 93,146 39.8 % Exclude: Depreciation and amortization 44,204 47,438 Non-GAAP Profit $ / Non-GAAP Margin % $ 137,016 60.3 % $ 140,584 60.0 % Products Revenue $ 58,667 $ 51,840 Cost of revenue, excluding depreciation and amortization 37,750 32,498 Depreciation and amortization in cost of revenue (1) 5,362 4,308 Gross Profit $ / Margin % $ 15,555 26.5 % $ 15,034 29.0 % Exclude: Inventory adjustments 1,398 1,163 Exclude: Depreciation and amortization 5,362 4,308 Non-GAAP Profit $ / Non-GAAP Margin % $ 22,315 38.0 % $ 20,505 39.6 % Overall Gross Profit $ / Margin % $ 108,367 37.9 % $ 108,180 37.8 % Non-GAAP Profit $ / Non-GAAP Margin % $ 159,331 55.7 % $ 161,089 56.3 % (1) Depreciation and amortization as included in cost of revenue for GAAP.
The Base Exchange Rate may be adjusted for certain dilutive events or change in control events as defined by the Indenture (the “Adjusted Exchange Rate”).
At the Base Exchange Rate, the Notes are exchangeable for a maximum of approximately 1.9 million shares of the Company’s common stock, but limited to 9.9% of common shares outstanding. The Base Exchange Rate may be adjusted for certain dilutive events or change in control events as defined by the Indenture (the “Adjusted Exchange Rate”).
IoT Solutions revenue decreased by approximately $15.0 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.
SG&A expenses decreased by approximately $24.5 million for the year ended December 31, 2025, compared to the year ended December 31, 2024.
We will adjust our plans as appropriate in response to changes in our expectations and any potential changes in market conditions.
We cannot predict with certainty the specific transactions we will undertake to generate sufficient liquidity to meet our obligations as they come due. We will adjust our plans as appropriate in response to changes in our expectations and any potential changes in market conditions.
Our IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable, wireless connectivity to mobile and fixed devices. This technology enables us to expand our global technology platform by transferring capabilities across new and existing vertical markets and delivering complementary products to channel partners and resellers worldwide.
Our IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable, wireless Internet connectivity to mobile and fixed devices.
The table below sets forth the details of revenue disaggregated as arising from IoT Connectivity and IoT Solutions for the years ended December 31, 2024 and 2023: For the Year Ended December 31, Year-over-Year Increase / (Decrease) (in thousands) 2024 2023 $ % IoT Connectivity $ 226,853 $ 202,393 $ 24,460 12 % IoT Solutions 59,234 74,217 (14,983) (20) % Total Revenue $ 286,087 $ 276,610 $ 9,477 3 % IoT Connectivity revenue increased by approximately $24.5 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The table below sets forth the details of revenue disaggregated as arising from IoT Connectivity and IoT Solutions for the years ended December 31, 2025 and 2024: 30 Table of Contents For the Year Ended December 31, Year-over-Year Increase / (Decrease) (in thousands) 2025 2024 $ % IoT Connectivity $ 223,993 $ 226,853 $ (2,860) (1) % IoT Solutions 61,952 59,234 2,718 5 % Total Revenue $ 285,945 $ 286,087 $ (142) — % IoT Connectivity revenue decreased by approximately $2.9 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by a decrease in revenue related to transitioning operations in CEaaS, offset in part by additional SIM activation fees.
During the year ended December 31, 2024, services gross margin increased 2.9% compared to the year ended December 31, 2023, primarily driven by the decrease in depreciation and amortization in the cost of revenue offset by a slight decrease in IoT Connectivity gross margins due to fiscal year 2024 having a full year of revenue from the Twilio IoT acquisition.
During the year ended December 31, 2025, products gross margin decreased 2.5% compared to the year ended December 31, 2024, primarily driven by an increase in cost of revenue and depreciation and amortization.
IoT Connectivity Non-GAAP margin decreased 1.3% compared to the year ended December 31, 2023, primarily driven by the full year inclusion of the lower margin IoT Connectivity revenue from the acquisition of Twilio’s IoT business.
IoT Connectivity Non-GAAP margin decreased 0.8% compared to the year ended December 31, 2024, primarily driven by the decrease in IoT Connectivity revenue, which included declines in higher margin usage IoT Connectivity revenue.
The cost of IoT Solutions decreased by approximately $14.7 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease in the cost of IoT Solutions was primarily due to decreased costs associated with lower IoT Solutions revenue from existing customers.
Cost of products increased by approximately $5.3 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by increased costs associated with the growth in connections and hardware sales to key customers.
In the second quarter of 2024, we recorded a goodwill impairment loss of $65.9 million, and in the third quarter of 2023 we recorded a goodwill impairment loss of $78.3 million.
As a result of the test, in the second quarter of 2024, we recorded a goodwill impairment loss of $65.9 million. There can be no assurance that goodwill will not be further impaired in the future.
The table below sets forth our Total Number of Connections as of December 31, 2024 and December 31, 2023: December 31, 2024 December 31, 2023 Total Number of Connections at Period End 19.7 million 18.5 million The table below sets forth our Average Connections Count for the years ended December 31, 2024 and 2023: For the Year Ended December 31, 2024 2023 Average Connections Count for the Period 18.7 million 17.3 million Total Number of Connections as of December 31, 2024 and December 31, 2023, presented above included an approximate increase of 3.9 million and 3.3 million, respectively, related to the acquisition of Twilio’s IoT business.
The table below sets forth our Total Number of Connections as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Total Number of Connections at Period End 20.9 million 19.7 million The table below sets forth our Average Connections Count for the years ended December 31, 2025 and 2024: For the Year Ended December 31, 2025 2024 Average Connections Count for the Period 20.3 million 18.7 million Estimated Annual Recurring Revenue (“eARR”) Beginning in fiscal year 2025, the Company adopted eARR as a key performance metric to better align with its recurring revenue business model. eARR multiplies the estimated monthly recurring revenue in the twelfth month of the contract by twelve to estimate the annual recurring revenue.
As of December 31, 2023, our sales funnel included over 1,600 opportunities with an estimated potential TCV of over $545 million. Average Revenue per User (“ARPU”) ARPU is calculated by dividing the total IoT Connectivity revenue during the period by the Total Number of Connections during that same period.
Average Revenue per User (“ARPU”) ARPU is calculated by dividing the total IoT Connectivity revenue during the period by the Average Connections Count during that same period. ARPU is used by management as a measure to assess the revenue generated per connection.
During the year ended December 31, 2024, products gross margin increased 8.3% compared to the year ended December 31, 2023, primarily driven by management’s decision in 2024 to forgo low or zero margin hardware revenue, offset by inventory write-offs for obsolete hardware.
Separately shown for recalculation purposes. During the year ended December 31, 2025, services gross margin increased 1.0% compared to the year ended December 31, 2024, primarily driven by a decrease in depreciation and amortization in cost of revenue. Services Non-GAAP margin increased 0.3% compared to the year ended December 31, 2024, or relatively flat.
Location-based software services and IoT security software services are charged monthly on a per-subscriber basis. 26 Table of Contents The table below sets forth the details of revenue from services and products for the years ended December 31, 2024 and 2023: For the Year Ended December 31, Year-over-Year Increase / (Decrease) ($ in thousands) 2024 2023 $ % Services $ 234,247 $ 212,645 $ 21,602 10 % Products 51,840 63,965 (12,125) (19) % Total Revenue $ 286,087 $ 276,610 $ 9,477 3 % Services revenue increased by approximately $21.6 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The table below sets forth the details of revenue from services and products for the years ended December 31, 2025 and 2024: For the Year Ended December 31, Year-over-Year Increase / (Decrease) ($ in thousands) 2025 2024 $ % Services $ 227,278 $ 234,247 $ (6,969) (3) % Products 58,667 51,840 6,827 13 % Total Revenue $ 285,945 $ 286,087 $ (142) — % Services revenue decreased by approximately $7.0 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by less revenue as a result of the sale of certain intangible assets consisting of internally developed software completed during the second quarter of 2025 as well as a decrease in revenue related to transitioning operations in Connectivity Enablement-as-a-Service (“CEaaS”).
Cash Flows For the Year Ended December 31, (in thousands) 2024 2023 Net cash provided by (used in) operating activities $ 9,906 $ (6,419) Net cash used in investing activities $ (13,455) $ (20,230) Net cash (used in) provided by financing activities $ (3,782) $ 18,906 Cash flows from operating activities For the year ended December 31, 2024, cash provided by operating activities was approximately $9.9 million.
Dietrich’s employment agreement. 40 Table of Contents Cash Flows For the Year Ended December 31, (in thousands) 2025 2024 Net cash provided by operating activities $ 18,487 $ 9,123 Net cash used in investing activities $ (9,590) $ (12,672) Net cash used in financing activities $ (2,068) $ (3,782) Cash flows from operating activities Cash provided by operating activities for the year ended December 31, 2025 increased from 2024 primarily due to a lower net loss, changes in non-cash adjustments, and timing of receipts of accounts receivable and payments of accounts payable.
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Trends and Recent Developments Overall macroeconomic environment and its effect on us Over the course of 2024, signs of easing inflation and overall stability in the labor market generally continued their trends, and at its September 2024 meeting the Federal Reserve Bank of the United States (the “Federal Reserve”) reduced interest rates for the first time since March 2020.
Added
We are one of the largest global independent IoT enablers, delivering critical services globally to customers to deploy, manage, and scale their IoT application and use cases. We provide advanced connectivity services, location-based services, device solutions, and managed and professional services used in the development and support of IoT solutions and applications.
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At that meeting, the Federal Reserve elected to reduce its benchmark interest rate by what was then perceived to be an aggressive 50 basis points. The Federal Reserve later further reduced interest rates by 25 basis points in each of November 2024 and December 2024.
Added
This technology enables us to expand our global technology platform by leveraging capabilities across several key end markets, including (i) Connected Health, (ii) Fleet Management, (iii) Asset Monitoring, (iv) Retail Communications Services and (v) Industrial IoT, and to deliver complementary products to channel partners and resellers worldwide.
Removed
Following the 2024 rate cuts, analysts are split over the expected timing and extent of future rate cuts, with 50 total basis points or less of interest rate reductions generally expected for 2025.
Added
Trends and Recent Developments Economic conditions The market for IoT Connectivity and IoT Solutions is dynamic and highly competitive. Aggregate demand for IoT is expected to continue to grow, but is subject to global economic conditions, which remain uncertain.
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As of the end of December 2024, annual inflation of 2.9% was lower than in the immediately preceding three years (2021 - 2023), but still above the Federal Reserve’s 2.0% target.
Added
While a majority of our revenue is earned in the U.S., changes in global and regional trade policies, including trade restrictions and tariffs, could result in increased supply chain challenges, which could adversely affect our costs and results of operations. Refer to Risk Factors section for further discussion on these factors and other risks.
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The potential for high tariffs on many imported goods from multiple countries being imposed by the U.S. government, and significant restrictions on immigration, along with any potential supply chain or demand shocks should avian influenza become a human pandemic, would have the effect of dramatically increasing inflation once again.
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Tax legislation On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law.
Removed
Recent developments in our business At this time, we generally expect revenue derived from the Connectivity verticals of our business to remain fairly stable, given the “stickiness” of this revenue, while the more volatile IoT Managed Services (or “IoTMS”) business verticals consisting of Solutions and Products may experience uneven revenue on both an actual and projected basis.
Added
Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low-Taxes Income (“GILTI”) and Foreign-Derived Intangible Income (“FDII”) rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements.
Removed
We expect that IoTMS projects may be delayed by customers due to overall macroeconomic conditions. We further expect that the overall IoT market may become more competitive from a pricing standpoint, and that our existing customers will continue to seek efficiency in terms of their operating expenses, all of which may create pressure on our revenue.
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The Company has reflected the impact of the OBBBA for the year ended December 31, 2025 and recorded an income tax recovery of $3.6 million.
Removed
Revenue from IoT Solutions is derived from IoT device management services, location-based software services, and IoT security software services. Fees charged for device management services include the cost of the underlying IoT device and the cost of deploying and managing such devices.
Added
Merger Agreement On February 26, 2026, the Company entered into the Merger Agreement with KONA Parent and KONA Merger Sub, pursuant to which, subject to the terms and conditions thereof, KONA Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of KONA Parent.
Removed
The increase in Services revenue was primarily driven by the acquisition of Twilio’s IoT business completed in 2023, and the residual growth was driven by new customer business and increased connectivity utilization in our existing customer base. Products revenue decreased by approximately $12.1 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.

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