What changed in this filing

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Item 1A. Risk Factors

2026-02-18 compared with 2025-02-18 · 128 added, 104 removed, 349 unchanged (40% of the section changed)

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As the availability and speed of broadband internet increases, we also face competition from OTT video content providers utilizing our or our competitors’ high-speed internet connections.

In the provision of telephony and broadband internet services, we are experiencing increasing competition from the incumbent telecommunications operators and other service providers in each country in which we operate, including for both retail and wholesale products and services, as well as providers of mobile voice and data.

In the provision of telephony and broadband internet services, we are experiencing increasing competition from the incumbent telecommunications operators and other service providers in each country in which we operate, including for retail, enterprise and wholesale products and services, as well as providers of mobile voice and data.

The incumbent telecommunications operators typically dominate the market for these services and have the advantage of nationwide networks and greater resources than we have to devote to the provision of these services.

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Developments in DSL as well as investments in FTTx technology by the incumbent telecommunications operators and alternative providers have improved the attractiveness of our competitors’ products and services and strengthened their competitive position.

Developments in wireless technologies, such as 5G, satellite internet and FWA, are creating additional competitive challenges.

Developments in wireless technologies, such as 5G (including 5G SA), satellite internet and FWA, are creating additional competitive challenges.

In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTx networks, DTT systems or other communications systems.

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Increased competition could result in increased customer churn, reductions in customer acquisition rates for some products and services and significant price and promotional competition in our markets.

In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or maintain the revenue, average revenue per RGU or mobile subscriber, as applicable ( ARPU ), RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial statements included in Part II

of this Annual Report on Form 10-K), Adjusted EBITDA margins, liquidity and other financial and operational metrics of our operating segments.

RGUs, mobile subscribers, Adjusted EBITDA (as defined in note 19 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K), Adjusted EBITDA margins, liquidity and other financial and operational metrics of our operating segments.

Changes in technology may limit the competitiveness of and demand for our services.

Technology in the video, telecommunications and data services industries is changing rapidly, including advances in current technologies and the emergence of new technologies.

Technology in the video, telecommunications and data services industries is changing rapidly, including advances in current technologies and the emergence of new technologies, such as AI.

New technologies, products and services may impact consumer behavior and therefore demand for our products and services.

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If we are unable to, or elect not to, pay for costs associated with adding new customers, expanding, extending or upgrading our networks or making our other planned or unplanned additions to our property and equipment, or are delayed in making such investments, our growth could be limited and our competitive position could be harmed.

Failures in our or third-party technology or telecommunications systems, leakage of sensitive customer data or security breaches could significantly disrupt our operations, reduce our customer base and result in fines, litigation or lost revenue.

Our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems, including internet sites, data hosting and processing facilities and other hardware, software and technical applications and platforms, as well as our customer service centers.

Some of these are managed, hosted, provided or used by third-party service providers or their vendors, to assist us in conducting our business.

In addition, the hardware supporting a large number of critical systems for our fixed network in a given country or geographic region may be housed in a relatively small number of locations.

Our and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss (such as blackouts or brownouts), malicious human acts, security flaws and natural disaster or extreme weather events (including heatwaves, large storms and floods, whether or not arising from short-term or long-term changes in weather patterns).

Moreover, despite our security measures, unauthorized parties may gain access to or disrupt our or our third-party service providers’ servers, systems and equipment by, among other things, hacking into our servers, systems and equipment or those of our third-party service providers through fraud, computer viruses, worms, phishing, physical or electronic break-ins or burglaries or errors by our or our third-party service providers’ employees.

We and our third-party service providers may not be able to anticipate or respond in an adequate and timely manner to attempts to obtain unauthorized access to, disable or degrade our or our third-party service providers’ systems because the techniques for doing so change frequently, are increasingly complex and sophisticated, including through the use of AI and other emerging technologies and are difficult to detect for periods of time.

In addition, as discussed further below, the security measures and procedures that we and our third-party service providers have in place to protect personal data and other information may not be sufficient to counter all data security breaches, cyber-attacks or system failures.

In some cases, mitigation efforts may depend on third parties who may not deliver products or services that meet the required contractual standards or whose hardware, software or network services may be subject to error, defect, delay or outage.

Through our operations, sales and marketing activities, we collect and store certain customer information.

This may include phone numbers, drivers license numbers, contact preferences, personal information stored on electronic devices and payment information, including credit and debit card data.

We also gather and retain information about employees in the normal course of business.

In certain circumstances, where it is lawful to do so, we may share information about such persons with third-party service providers that assist with certain aspects of our business.

Unauthorized parties may attempt to gain access to such data and information directly from us or through those third parties.

As a result, data and information we gather, and that is used or stored by our third-party service providers, could be subject to misappropriation, misuse, leakage, falsification and accidental release, and the failure to adequately protect or loss of information maintained in our information technology systems and networks or those of our third-party service providers, including customer and personnel data, could result in reputational damage, regulatory action, monetary or injunctive remedies or litigation claims.

As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered in the U.S.

and across some or all of our markets regarding the protection, privacy and security of personal information, information-related risks are increasing, particularly for businesses like ours that handle a large amount of personal data.

Failure to comply with these data protection laws may result in, among other consequences, fines, litigation or regulatory actions by applicable authoritative bodies.

Despite the precautions we have taken, unanticipated problems affecting our systems and equipment could cause business disruptions, such as failures in our information technology systems, disruption in the transmission of signals over our networks, unauthorized access to the data and information we gather or similar problems.

There can be no assurance that the security measures that we have implemented to protect our systems and data, and to prevent, detect and respond to data security incidents, will be successful.

Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operating companies and could subject us to potential liability, including litigation or other legal actions against us, the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and lost customers or revenue.

Our cybersecurity liability insurance (including third-party liability and first-party liability) may not be sufficient to protect against all of our businesses’ losses from any future disruptions or breaches of their systems or other events as described above.

Also, a cybersecurity breach and the changing cybersecurity landscape could require us to devote significant management resources to address the problems associated with the breach and to expend significant additional resources to respond to and remediate the breach and to upgrade further the security measures we employ to protect customer, employee and other personal information against cyber-attacks and other wrongful attempts to access such information, which could result in a disruption of our operations.

This includes additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from development activities.

To date, other than the non-permitted access of certain legacy Virgin Media databases in February of 2020, we have not been subject to cyberattacks or network disruptions that, individually or in the aggregate, have been material to our operations or financial condition.

Although we have not detected another material security breach or cybersecurity incident to date, we have been the target of events of this nature and expect to be subject to similar attacks in the future.

The use of AI in our products, services, and business operations could give rise to legal or regulatory actions, damage our reputation or otherwise materially harm our business.

We incorporate AI technology in certain of our products and services and in our business operations.

AI models are inherently complex in their design and operation.

This technology presents various risks and challenges, and its use could cause operational disruptions or have other unintended adverse consequences.

In addition, various governmental bodies, including the U.S.

and the E.U., have begun to craft and implement regulations surrounding AI, which regulations could increase legal risk to us from our use of AI or decrease its usefulness.

These evolving requirements could increase our compliance costs, expose us to legal liability or limit the effectiveness of AI in our offerings.

Despite our efforts to use AI responsibly and mitigate ethical, legal and operational risks that come from using AI, we may not be successful in doing so, which could, among other things, damage our reputation, disrupt our operations and result in legal or regulatory action.

Additionally, our use of AI may give rise to risks, including those related to harmful content, inaccurate output, bias, intellectual property infringement or misappropriation and defamation, and exposes us to increased and new privacy incidents and cybersecurity vulnerabilities, among others.

For all these reasons, our use of AI could materially harm our business, operations or reputation.

We depend almost exclusively on our relationships with third-party programming providers and broadcasters for programming content, and a failure to acquire a wide selection of popular programming on acceptable terms could adversely affect our business.

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If we fail to obtain a diverse array of popular programming for our pay video services, including a sufficient selection of non-linear content (such as a selection of attractive VoD content) and rights for ancillary services such as DVR and catch-up or ‘Replay’ services, on satisfactory terms, we may not be able to offer a compelling video product to our customers at a price they are willing to pay.

Additionally, we are frequently negotiating and renegotiating programming agreements and our annual costs for programming can vary.

Additionally, we are frequently negotiating and

renegotiating programming agreements and our annual costs for programming can vary.

There can be no assurance that we will be able to renegotiate or renew the terms of our programming agreements on acceptable terms, or at all.

There has also been a rise in the number of direct-to-consumer offerings from content owners which impacts negotiations and the content, rights available and restrictions imposed on us.

The rise in the number of OTT offerings from content owners impacts negotiations and the content, rights available and restrictions imposed on us.

Programming and copyright costs represent a significant portion of our operating costs and are subject to price rises in future periods due to various factors, including (i) higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, and (ii) rate increases, including as a result of inflationary pressures.

If we are unable to obtain or retain attractively priced, competitive content, demand for our existing and future video services could decrease, thereby limiting our ability to attract new customers, retain existing customers and/or migrate customers from lower-tier programming to higher-tier programming, thereby inhibiting our ability to execute our business plans.

If we are unable to obtain or retain attractively priced, competitive content, demand for our existing and future video services could decrease, thereby limiting our ability to attract new customers, retain existing customers at their current subscription levels or at all and/or migrate customers from lower-tier programming to higher-tier programming, thereby inhibiting our ability to execute our business plans.

Furthermore, we may be placed at a competitive disadvantage if certain of our competitors obtain exclusive programming rights, particularly with respect to popular sports and movie programming.

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We rely on third-party vendors for the equipment, software and services that we require in order to provide services to our customers.

Our suppliers often conduct business worldwide and their ability to meet our needs is subject to various risks, including political and economic instability, natural calamities, interruptions in transportation or supply chain systems, terrorism, armed conflict and labor issues.

Our suppliers often conduct business worldwide and their ability to meet our needs is subject to various risks, including trade wars and tariff policies, political and economic instability, natural calamities, interruptions in transportation or supply chain systems, terrorism, armed conflict and labor issues.

As a result, we may not be able to obtain or update the equipment, software and services required for our businesses on a timely basis or on satisfactory terms.

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Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial or operational difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers.

Previously, we have experienced certain business disruptions due to the recent worldwide silicon shortage, which has increased, and may continue to increase, the delivery lead times and pricing of certain of our key components.

We cannot predict what future disruptions to our business in relation to any further silicon and related component issues.

Previously, we have experienced certain business disruptions due to the recent worldwide silicon shortage, which increased, and may continue to increase, the delivery lead times and pricing of certain of our key components.

We are currently experiencing issues in relation to a shortage of memory components and related price implications.

We cannot predict future disruptions to our business in relation to any further component issues.

Although we actively monitor the creditworthiness of our key third-party suppliers and licensors, the financial failure of a key third-party supplier or licensor could disrupt our operations and have an adverse impact on our revenue and cash flows.

We rely upon intellectual property that is owned or licensed by us to use various technologies, conduct our operations and sell our products and services.

Legal challenges could be made against our use of our or our licensed intellectual property rights (such as trademarks, copyright patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question.

Legal challenges could be made against our use of our or our licensed intellectual property rights (such as trademarks, copyrights, patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question.

High inflation could continue to adversely impact us.

During the past several years, our operations were impacted by comparatively high inflation rates.

If inflation rates remain elevated or increase, our operations will likely continue to be impacted through, among others things (i) lower revenue if inflationary pressures cause our customers to defer or decrease their orders, (ii) lower profit margins, (iii) higher interest costs to the extent inflation places upwards pressure on prevailing interest rates and (iv) difficulties retaining personnel if we do not, or are unable to, match the increase in compensation expectations of our employees.

Spectrum cost and availability and regulation may adversely affect our business, financial condition and operating results .

As we continue to enhance the quality of our services in certain geographic areas and deploy new technologies, including 5G, we may need to acquire additional spectrum in the future.

As we continue to enhance the quality of our services in certain geographic areas and deploy new technologies, including 5G technologies, we may need to acquire additional spectrum in the future.

As a result, we will continue to actively seek to make additional investment in spectrum, which could be significant.

The continued interest in, and acquisition of, spectrum by existing carriers and other commercial and governmental entities may reduce our ability to acquire, and increase the acquisition cost of, spectrum in the secondary market or negatively impact our ability to gain access to spectrum through other means, including government auctions.

The continued interest in, and acquisition of, spectrum by existing carriers, new entrants and other commercial, industrial and governmental entities may reduce our ability to acquire, and increase the acquisition cost of, spectrum in the secondary market or negatively impact our ability to gain access to spectrum through other means, including government auctions.

Our return on investment in spectrum depends on our ability to attract additional customers and to provide additional services and usage to existing customers.

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Certain of our businesses that offer mobile telephony and data services rely on the radio access networks of third-party wireless network providers to carry our mobile communications traffic.

Our services to mobile customers in Ireland rely on the use of an MVNO arrangement, currently with Three (Hutchison), whereby we utilize the radio access networks of a third-party wireless network provider to carry our mobile communications traffic.

If our MVNO arrangement is terminated, or if Three (Hutchison) fails to provide the services required under our MVNO arrangement, or if it fails to deploy and maintain its network and we are unable to find a replacement network operator on a timely and commercially reasonable basis, or at all, we could be prevented from continuing the mobile services relying on such MVNO arrangement.

Currently, our services to mobile customers in Ireland rely on the use of an MVNO arrangement with Three, whereby we utilize the radio access networks of a third-party wireless network provider to carry our mobile communications traffic.

If our MVNO arrangement is terminated, or if Three fails to provide the services required under our MVNO arrangement, or if it fails to deploy and maintain its network and we are unable to find a replacement network operator on a timely and commercially reasonable basis, or at all, we could be prevented from continuing the mobile services relying on such MVNO arrangement.

Additionally, as our MVNO arrangement comes to term, we may not be able to renegotiate renewal or replacement MVNO arrangements on the same or more favorable terms.

Failure in our or third-party technology or telecommunications systems, leakage of sensitive customer data or security breaches could significantly disrupt our operations, reduce our customer base and result in fines, litigation or lost revenue.

Some of these are managed, hosted, provided or used by third-party service providers or their vendors, to assist in conducting our business.

In addition, the hardware supporting a large number of critical systems for our fixed network in a given country or geographic region may be housed in a relatively small number of locations.

Our and our third-party service providers’ systems and equipment (including our routers and set-top boxes) are

vulnerable to damage or security breach from a variety of sources, including telecommunications failures, power loss (such as blackouts or brownouts), malicious human acts, security flaws and natural disaster or extreme weather events (including heatwaves, large storms and floods, whether or not arising from short-term or long-term changes in weather patterns).

Through our operations, sales and marketing activities, we collect and store certain customer information.

This may include phone numbers, drivers license numbers, contact preferences, personal information stored on electronic devices and payment information, including credit and debit card data.

We also gather and retain information about employees in the normal course of business.

In certain circumstances, where it is lawful to do so, we may share information about such persons with third-party service providers that assist with certain aspects of our business.

Unauthorized parties may attempt to gain access to such data and information directly from us or through those third parties using the same methods described in the prior paragraph.

As a result, data and information we gather could be subject to misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks or those of our third-party service providers, including customer and personnel data.

Failure to comply with these data protection laws may result in, among other consequences, fines, litigation or regulatory actions by applicable authoritative bodies.

There can be no assurance that the security measures that we have implemented to protect our systems and data, and to prevent, detect and respond to data security incidents, will be successful.

Our cyber liability insurance (including third-party liability and first-party liability) may not be sufficient to protect against all of our businesses’ losses from any future disruptions or breaches of their systems or other events as described above.

Also, a cybersecurity breach and the changing cybersecurity landscape could require us to devote significant management resources to address the problems associated with the breach and to expend significant additional resources to upgrade further the security measures we employ to protect customer, employee and other personal information against cyber-attacks and other wrongful attempts to access such information, which could result in a disruption of our operations.

This includes additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from development activities.

Factors Relating to Certain Financial Matters

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We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk.

In this regard, we generally seek to cause our operating subsidiaries and joint ventures to maintain their debt at levels that result in a consolidated debt balance that is between four and five times our consolidated Adjusted EBITDA (using consistent currency exchange rates for debt and Adjusted EBITDA).

In this regard, we generally seek to cause our operating subsidiaries and joint ventures to maintain their debt at levels that result in a consolidated debt balance that is between four and six times our consolidated Adjusted EBITDA (using consistent currency exchange rates for debt and Adjusted EBITDA).

As a result, we are highly leveraged.

At December 31, 2025, the outstanding principal amount of our consolidated debt, together with our finance lease obligations, aggregated $8.6 billion, including $0.8 billion that is classified as current on our consolidated balance sheet and $3.3 billion that is not due until 2029 or thereafter.

We believe that

we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months.

We believe that we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months.

However, as the amount of debt that is maturing increases in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities.

As a result of unfavorable geopolitical conditions in 2024, credit markets were not offering attractive terms for issuance and thus we did not complete any refinancing transactions on our consolidated businesses.

As a result of unfavorable geopolitical conditions in 2024 and 2025, credit markets were not offering attractive terms for issuance and thus we did not complete any refinancing transactions on our consolidated businesses.

No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities.

In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position.

Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted EBITDA of our operating subsidiaries and joint ventures and to achieve adequate returns on our property and equipment additions and acquisitions.

In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments (including restraints on trade) could impact the credit and equity markets that we access and, accordingly, our future liquidity and financial position.

Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain sufficient, or increase, the Adjusted EBITDA of our operating subsidiaries and joint ventures and to achieve adequate returns on our property and equipment additions and acquisitions.

In addition, our ability to obtain additional debt financing is limited by the incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups.

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We can give no assurance that any additional debt or equity financing will be available on terms that are as favorable as the terms of our existing debt, or at all.

Further, our board of directors has approved a share repurchase program for Liberty Global in 2025.

Any cash used by our company in connection with any future repurchases of our common shares would not be available for other purposes, including the repayment of debt.

For additional information concerning our share repurchase programs, see note 14 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

Certain of our subsidiaries and joint ventures are subject to various debt instruments that contain restrictions on how we finance our operations and operate our businesses, which could impede our ability to engage in beneficial transactions.

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engage in transactions with us or other affiliates;

• create liens on their assets.

As a result of the restrictions contained in these debt instruments, the companies party thereto, and their subsidiaries, could be unable to obtain additional capital in the future to:

or create liens on their assets.

As a result of the restrictions contained in these debt instruments, the companies party thereto, and their subsidiaries, could be unable to obtain additional capital in the future to, among other things:

fund property and equipment additions or acquisitions that could improve their value;

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obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets;

• conduct other necessary or prudent corporate activities.

revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility.

or conduct other necessary or prudent corporate activities.

In addition, most of the credit agreements to which these subsidiaries and joint ventures are parties include financial covenants that require them, in certain circumstances, to maintain certain leverage ratios if the drawings under the applicable revolving credit facility exceed a certain percentage of the commitments under such revolving credit facility.

Their ability to meet these financial covenants may be affected by adverse economic, competitive or regulatory developments and other events beyond their control, and we cannot assure you that these financial covenants will be met.

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Continuing uncertainties and challenging conditions in the global economy and in the countries in which we operate may adversely impact our business, financial condition and results of operations.

The current macroeconomic environment is highly volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation and interest rates, energy price fluctuations, continued escalation in geopolitical tensions having all contributed to a challenging global economic environment.

The current macroeconomic environment is volatile, with continued instability in global markets, including ongoing trade negotiations, uncertainty over inflation and interest rates, energy price fluctuations, continued escalation in geopolitical tensions having all contributed to a challenging global economic environment.

Future developments are dependent upon a number of political and economic factors, including the higher borrowing levels by countries around the world and the potential for lower growth expectations, changing global interest rates, trade protection policies and continued inflationary pressures.

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Such actions may further adversely affect our company and our joint ventures.

Accordingly, our ability to increase or maintain, the revenue, ARPUs, RGUs, mobile subscribers, Adjusted EBITDA, margins and liquidity of our operating segments could be adversely affected if the macroeconomic environment remains uncertain or declines further.

Accordingly, our ability to increase or maintain, the revenue, ARPUs, RGUs, mobile subscribers, Adjusted EBITDA, margins and liquidity of our operating segments could be adversely affected if the

macroeconomic environment remains uncertain or declines further.

We are currently unable to predict the extent of any of these potential adverse effects.

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We may not freely access the cash of our operating companies.

Our operations are conducted through our subsidiaries and joint ventures.

Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held under separately-managed accounts ( SMAs ) and the levered structure note and (iii) interest and dividend income received on our cash and cash equivalents and investments.

Our primary operations are conducted through our subsidiaries and joint ventures.

Our current sources of corporate liquidity include (i) our cash and cash equivalents, (ii) investments held under separately-managed accounts ( SMAs ) and (iii) interest and dividend income received on our cash and cash equivalents and investments.

From time to time, we also receive (a) proceeds in the form of distributions or loan repayments from our subsidiaries, joint ventures or affiliates, (b) proceeds upon the disposition of investments and other assets and (c) proceeds in connection with the incurrence of debt or the issuance of equity securities.

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While we regularly review our credit exposures and currently have no specific concerns about the creditworthiness of any counterparty for which we have material credit risk exposures, we cannot rule out the possibility that one or more of our counterparties could fail or otherwise be unable to meet its obligations to us.

Any such instance of default or failure could have an adverse effect on our cash flows, results of operations, financial condition and/or liquidity.

Any such instance of default or failure could have an adverse effect on our cash flows, results of operations, financial condition or liquidity.

In this regard, (i) we may incur losses to the extent that we are unable to recover debts owed to us, including cash deposited and the value of financial losses, (ii) we may incur significant costs to recover amounts owed to us, and such recovery may take a long period of time or may not be possible at all, (iii) our derivative liabilities may be accelerated by the default of our counterparty, (iv) we may be exposed to financial risks as a result of the termination of affected derivative contracts, and it may be costly or impossible to replace such contracts or otherwise mitigate such risks, (v) amounts available under committed credit facilities may be reduced and (vi) disruption to the credit markets could adversely impact our ability to access debt financing on favorable terms, or at all.

At December 31, 2025, our exposure to counterparty credit risk included (i) cash and cash equivalents, restricted cash and investments held under SMAs of $2.2 billion, (ii) aggregate undrawn debt facilities of $745.3 million and (iii) derivative assets with an aggregate fair value of $92.9 million.

For additional information regarding our investments held under SMAs, derivative instruments and debt, see notes 7, 8 and 11, respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

For additional information regarding our investments held under SMAs,

derivative instruments and debt, see notes 7, 8 and 11, respectively, to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

We may not report net earnings.

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Our businesses operate almost exclusively in countries outside of the U.S.

and are subject to the following inherent risks:

and are subject to the following inherent risks, among others:

fluctuations in foreign currency exchange rates;

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economic and political instability;

• changes in foreign and domestic laws and policies that govern operations of foreign-based companies.

Operational risks that we may experience in certain countries include disruptions of services or loss of property or equipment that are critical to overseas businesses due to expropriation, nationalization, war, insurrection, terrorism or general social or political unrest.

and changes in foreign and domestic laws and policies that govern operations of foreign-based companies.

Operational risks that we may experience in certain countries include disruptions of services or loss of property or equipment that are critical to overseas businesses due to trade restrictions and tariffs, expropriation, nationalization, war, insurrection, terrorism or general social or political unrest.

We are exposed to foreign currency exchange rate risk.

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dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S.

dollars for inclusion in our consolidated financial statements.

dollars in our consolidated financial statements.

Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity.

Any increase (decrease) in the value of the U.S.

dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience

unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.

dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.

Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of foreign currency translation.

Our primary exposure to foreign currency translation risk during the three months ended December 31, 2025 for our continuing operations was to the euro, as substantially all of our reported revenue during the period was derived from subsidiaries whose functional currencies are the euro.

In addition, our reported operating results are impacted by changes in the exchange rates for other local currencies in Europe.

In addition, our reported operating results are impacted

by changes in the exchange rates for other local currencies in Europe.

We do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our subsidiaries and affiliates into U.S.

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A failure to comply with applicable rules and regulations could result in penalties, restrictions on our business, loss of required licenses or other adverse conditions.

Adverse changes in rules and regulations could:

Adverse changes in rules and regulations could, among other things:

impair our ability to use our networks in ways that would generate optimal financial results;

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strengthen our competitors by granting them access and lowering their costs to enter into our markets;

• significantly and adversely impact our results of operations.

Businesses, including ours, that offer multiple services, such as video distribution as well as broadband, telephony, and/or mobile services, or that are vertically integrated and offer both video distribution and programming content, often face close regulatory scrutiny from competition authorities.

and significantly and adversely impact our results of operations.

Businesses, including ours, that offer multiple services, such as video distribution as well as broadband, telephony or mobile services, or that are vertically integrated and offer both video distribution and programming content, often face close regulatory scrutiny from competition authorities.

This is particularly the case with respect to any proposed business combinations that often require clearance from the European Commission or national competition authorities, which can block, impose conditions on or delay an acquisition, thus possibly hampering our opportunities for growth.

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A finding of SMP can result in our company becoming subject to open access, pricing and other requirements that could potentially advantage our competitors.

resulted, for example, in obligations with respect to call termination for our telephony business in Europe and video and broadband internet access obligations in Belgium.

This has resulted, for example, in obligations with respect to call termination for our telephony business in Europe and video and broadband internet access obligations in Belgium.

Additionally, the Telenet Access Requirements and Belgian Access Prices may strengthen Telenet’s competitors by granting them regulated access to Wyre’s fixed network to offer competing products and services, notwithstanding Telenet and Wyre’s substantial investments in developing Wyre’s high-performing fixed infrastructure.

In addition, any regulated access granted to competitors could (i) limit the bandwidth available to Telenet and Wyre to provide new or expanded products and services to its customers and (ii) adversely impact Telenet or Wyre’s ability to maintain or increase its revenue and cash flows.

The extent of any such adverse impacts ultimately will be dependent on the degree to which competitors take advantage of the access to Wyre’s network, the rates that Wyre receives for such regulated access and other competitive factors or market developments.

If any laws, regulations or rules are enacted or interpreted so as to expand the regulation of our products and services or our disclosure obligations, this could affect our operations or require significant expenditures.

We cannot predict future developments in these areas, and any changes to the regulatory framework for our products and services or our disclosure obligations could have a negative impact on our business and results of operations.

We cannot predict future

developments in these areas, and any changes to the regulatory framework for our products and services or our disclosure obligations could have a negative impact on our business and results of operations.

The U.K.’s departure from the E.U.

could have a material adverse effect on our business, financial condition, results of operations or liquidity.

formally exited the E.U.

on January 31, 2020, and on December 24, 2020, entered into the E.U.-U.K.

has formally exited the E.U.

and entered into the E.U.-U.K.

For more information regarding the E.U.-U.K.

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Business - Regulatory Matters - Overview discussion above.

Examples of the potential impact Brexit has had, and may continue to have, on our business, financial condition or results of operations include:

Examples of the potential impacts Brexit on our business, financial condition or results of operations include:

changes in foreign currency exchange rates and disruptions in the capital markets.

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laws or regulations, to retain, amend or repeal;

• various geopolitical forces that may impact the global economy and our business, including, for example, other E.U.

and various geopolitical forces that may impact the global economy and our business, including, for example, other E.U.

Member States (in particular those Member States where we have operations) proposing referendums to, or electing to, exit the E.U.

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Historically, our businesses have grown, in part, through selective acquisitions that enabled them to take advantage of existing networks, local service offerings and region-specific management expertise, and we have also taken advantage of attractive opportunities to sell select businesses and partner with others.

We expect that we will continue improving our company through attractive acquisitions, dispositions, joint ventures, partnerships or other similar transactions in select markets, such as, the sale of UPC Poland in April 2022, the Telenet Tower Sale in June 2022, the Telenet Takeover Bid in October 2023, the Spin-off of Sunrise in November 2024 and the purchase of a controlling interest in Formula E in October 2024, as well as the formations of the VMO2 JV in June 2021, the AtlasEdge JV in September 2021, the nexfibre JV in December 2022 and the creation of Wyre by Telenet and Fluvius in July 2023.

We expect that we will continue improving our company through attractive acquisitions, dispositions, joint ventures, partnerships or other similar transactions in select markets, such as the Telenet Takeover Bid in October 2023, the Spin-off of Sunrise in November 2024 and the purchase of a controlling interest in Formula E in October 2024, as well as the creation of Wyre by Telenet and Fluvius in July 2023.

Our ability to complete any transaction may be limited by many factors, including government regulation, availability of financing, our or our counterparty’s debt covenants, the prevalence of complex ownership structures among potential targets, acquirers, joint ventures or partners, disapproval by shareholders of potential targets or acquirers and competition from other potential acquirers, including private equity funds.

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The expected synergies and benefits from our acquisitions and joint ventures may not be realized in the amounts anticipated or may not be realized within the expected time frame, and risks associated with the foregoing may also result from the extended delay in the integration of the companies.

Our ability to realize the anticipated benefits of our acquisitions

and joint ventures will depend, to a large extent, on our ability to integrate our businesses and the acquired or joint venture company’s business in a manner that facilitates growth opportunities and achieves the projected cost savings.

Our ability to realize the anticipated benefits of our acquisitions and joint ventures will depend, to a large extent, on our ability to integrate our businesses and the acquired or joint venture company’s business in a manner that facilitates growth opportunities and achieves the projected cost savings.

In addition, some of the anticipated synergies are not expected to occur for some time following the completion of such acquisitions and joint ventures and will require substantial capital expenditures before realizing some of those synergies.

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known or unknown liabilities of the acquired businesses that are larger than expected;

• other potential adverse consequences and unanticipated expenses or liabilities associated with the applicable transaction.

and other potential adverse consequences and unanticipated expenses or liabilities associated with the applicable transaction.

Additionally, uncertainties over the integration process could cause customers, suppliers, distributors, dealers, retailers and others to seek to change or cancel our existing business relationships or to refuse to renew existing relationships.

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Competitors may also target our existing customers by highlighting potential uncertainties and integration difficulties.

Some of these factors are outside our control, and any one of them could result in lower revenues, higher costs and diversion of management time and energy, which could adversely impact our business, financial condition and operating results.

Some of these factors are outside our control, and any one of them could result in lower revenues, higher costs or diversion of management time and energy, which could adversely impact our business, financial condition and operating results.

In addition, even if the integration is successful, the full benefits of our acquisitions and partnerships including, among others, the synergies, cost savings or sales or growth opportunities may not be realized.

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In certain cases, our joint venture partners must agree in order for the applicable joint venture to take certain actions.

Our inability to take unilateral action that we believe is in our best interest may have an adverse effect on the financials or performance of the joint venture and the return on our investment.

In joint ventures, we believe our relationship with our co-owners is an important factor to the success of the joint venture, and if a co-owner changes, our relationship may be adversely affected.

In addition, the benefits from a successful joint venture are shared among the co-owners, so that we do not receive all the benefits from our successful joint ventures.

Our interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to Shareholders’ Agreements that contain provisions relating to governance as well as transfer and exit rights, which, depending on the circumstances, may not be in the best interest of our company.

Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreement ), which provide the terms of the governance of the VodafoneZiggo JV and the VMO2 JV, as applicable, including among others, decision-making processes, information access, dividend policies and non-compete provisions.

These provisions may prevent the VodafoneZiggo JV or the VMO2 JV, as applicable, from making decisions or taking actions that would protect or advance the interests of our company, and could even result in the VodafoneZiggo JV or the VMO2 JV, as applicable, making decisions or taking actions that adversely impact our company.

Further, our ability to access the cash of the VodafoneZiggo JV or the VMO2 JV, as applicable, pursuant to the dividend policy contained in the Shareholders Agreements may be restricted in certain circumstances.

The Shareholders Agreements also provide for restrictions on the transfer of interests in the VodafoneZiggo JV and the VMO2 JV, as applicable, which could adversely affect our ability to sell our interest in the VodafoneZiggo JV or the VMO2 JV, as applicable, and/or the prices at which our interest may be sold, as well as certain exit arrangements, which could force us to sell our interest.

For additional information on the VodafoneZiggo JV or the VMO2 JV and their respective Shareholders Agreement, see note 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

Our inability to take unilateral action that we believe is in our best interest, including whether an impairment should be taken on the value of our investment, may have an adverse effect on the financials or performance of the joint venture and the return on our investment.

In joint ventures, we believe our relationship with our co-owners is an important factor to the success of the joint venture, and if a co-owner, the personnel employed by such co-owners, changes, our relationship may be adversely affected.

In addition, the benefits from a successful joint venture are shared among the co-owners, such that we do not receive all the benefits from our joint ventures.

Our interests in the VodafoneZiggo JV, the VMO2 JV and the nexfibre JV are held pursuant to Shareholders’ Agreements that contain provisions relating to governance as well as transfer and exit rights, which, depending on the circumstances, may not be in the best interest of our company.

Our noncontrolling interests in the VodafoneZiggo JV and the VMO2 JV are held pursuant to shareholders’ agreements (each a Shareholders Agreement ), which provide the terms of the governance of the VodafoneZiggo JV or the VMO2 JV including, among others, decision-making processes, information access, dividend policies and non-compete provisions.

These provisions may prevent the VodafoneZiggo JV or the VMO2 JV from making decisions or taking actions that would protect or advance the interests of our company, and could even result in the VodafoneZiggo JV or the VMO2 JV making decisions or taking actions that adversely impact our company.

Further, our ability to access the cash of the VodafoneZiggo JV or the VMO2 JV pursuant to the applicable dividend policies contained in the Shareholders Agreements may be restricted in certain circumstances.

The Shareholders Agreements also provide for restrictions on the transfer of interests in the VodafoneZiggo JV or the VMO2 JV, which could adversely affect our ability to sell our interest in the VodafoneZiggo JV or the VMO2 JV or the prices at which our interest may be sold, as well as certain exit arrangements, which could force us to sell our interest.

For additional information on the VodafoneZiggo JV and the

VMO2 JV and their respective Shareholders Agreement, see note 7 to our consolidated financial statements included in Part II of this Annual Report on Form 10-K.

We may have exposure to additional tax liabilities.

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and many other jurisdictions in which we have a presence.

Also, various income tax proposals in the jurisdictions in which we operate could result in changes to the existing laws on which our deferred taxes are calculated.

Also, various income tax proposals in the jurisdictions in which we operate could result in changes to the existing laws, treaties or regulations on which our deferred taxes are calculated.

A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher income or non-income tax expense, and any such material changes could cause a material change in our effective tax rate.

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Our failure to successfully renegotiate labor agreements as they expire could lead to work stoppages or other disputes with labor unions or works councils.

Disruptions to our operations as

a result of labor disputes could adversely affect us.

Disruptions to our operations as a result of labor disputes could adversely affect us.

Any strike, work stoppage or other dispute with a labor union or works council could distract management from operating the business, may displace employees from ordinary job positions to fill in vacant positions, may affect our reputation and could materially adversely affect our business, results of operations and financial condition.

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The activities of the group of companies utilizing the “Virgin” brand and other licensees could have a material adverse effect on the goodwill of customers towards our business as a licensee, and the licenses from Virgin Enterprises Limited can be terminated in certain circumstances.

The “Virgin” brand is integral to the corporate identity of certain of our consolidated subsidiaries and the VMO2 JV that utilize such brand.

The “Virgin” brand is integral to the corporate identity of certain of our consolidated subsidiaries and the

VMO2 JV that utilize such brand.

Such entities are reliant on the general goodwill of consumers towards the “Virgin” brand.

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By virtue of Dr.

Malone’s voting power in our company, as well as his position as Chairman of our board of directors, Dr.

Malone’s voting power in our company, as well as his position as Chairman Emeritus, Dr.

Malone may have significant influence over the outcome of any corporate transaction or other matters submitted to our shareholders for approval.

For example, under our bye-laws, certain matters (including amendments to certain provisions of the bye-laws) require the approval of 75% of the outstanding Class A common shares and Class B common shares, voting together as a single class, and other certain corporate transactions or matters may require the approval of at least 75% of the outstanding Class A common shares and Class B common shares, voting together as a single class.

For example, under our bye-laws, amendments to certain provisions of the bye-laws require the approval of 75% of the total voting power of the outstanding Class A common shares and Class B common shares, voting together as a single class.

Malone beneficially owns 30.37% of our aggregate voting power, he has the ability to prevent the requisite approval threshold from being met even though the other shareholders may determine that such action or transaction is beneficial for the company.

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Certain provisions of our bye-laws may discourage, delay or prevent a change in control of our company that a shareholder may consider favorable.

These provisions include the following:

These provisions include:

authorizing a capital structure with multiple classes of common shares, a Class B share class that entitles the holders to 10 votes per share, a Class A share class that entitles the holders to one vote per share and a Class C share class that, except as otherwise required by applicable law, entitles the holders to no voting rights;

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establishing advance notice requirements for nominations of director candidates or for proposing matters that can be acted upon by shareholders at shareholder meetings;

• requiring supermajority shareholder approval with respect to certain extraordinary matters, such as certain mergers, amalgamations or consolidations of the company, or in the case of certain amendments to our bye-laws;

• the existence of authorized and unissued shares which would allow our board to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the share ownership of persons seeking to obtain control of us.

requiring heightened shareholder approval with respect to certain extraordinary matters, such as certain mergers, amalgamations or consolidations of the company, or in the case of certain amendments to our bye-laws;

and the existence of authorized and unissued shares which would allow our board to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the share ownership of persons seeking to obtain control of us.

Change in control provisions in our incentive plans and related award agreements or in executive employment agreements may also discourage, delay or prevent a change in control of our company, even if such change of control would be in the best interests of our shareholders.

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We have been advised by our Bermuda counsel that there is no treaty in force between the U.S.

and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.

and Bermuda providing for the reciprocal recognition

and enforcement of judgments in civil and commercial matters.

As a result, whether a U.S.

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Consequently, this waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.

Our Chairman of the Board of Directors also serves as our Chief Executive Officer (CEO).

Following the retirement of our long-time Chairman, John C.

Malone, our CEO was appointed as the new Chairman of our board of directors.

Combining these roles may concentrate decision-making authority and reduce the board of directors’ ability to provide independent oversight of management.

This structure could create potential conflicts of interest, particularly in areas such as executive compensation, succession planning and risk management.

While we believe this leadership model provides unified strategic direction and efficient decision-making, it may limit the board of directors’ capacity to challenge management decisions effectively.

If this governance structure is perceived negatively by investors, proxy advisory firms or regulators, it could result in reputational harm, increased shareholder activism or adverse voting outcomes on governance proposals.

Any such developments could impact our corporate governance ratings and potentially affect our stock price.

There are potential regulatory limitations on the ownership and transfer of our shares if our shares are delisted from Nasdaq.

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Geopolitical conflicts, energy shortages and other adverse incidents beyond our control could adversely affect our revenue and results of operations.

Political unrest and global conflicts like the ongoing conflict between Russia and Ukraine and the ongoing conflicts in the Middle East have disrupted, and in the future may further continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets.

Political unrest and global conflicts like the war between Russia and Ukraine and the ongoing conflicts in the Middle East have disrupted, and in the future may further continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets.

While we do not have direct operations within the conflict areas, the conflicts involving these nations has heightened the disruption to our supply chain, contributing to inflation in our labor and energy costs and may increase our risk of cyberattacks, which could result in significant losses and damage and could damage our reputation with customers and suppliers if their confidential information is compromised.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors