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The Ting segment contains the operating results of our retail high speed Internet access operations, including its wholly owned subsidiaries - Cedar and Simply Bits.
−Removed: The Wavelo segment includes our platform and professional services offerings, as well as the billing solutions to Internet services providers ("ISPs") (branded as Platypus).
+Added: The Wavelo segment includes our platform and professional services offerings, as well as billing solutions to ISPs.
Tucows Domains includes wholesale and retail domain name registration services, as well as value-added services derived through our OpenSRS, Enom, Ascio, EPAG, and Hover brands.
−Removed: Our Chief Executive Officer ("CEO"), who is also our chief operating decision maker, reviews the operating results of Ting, Wavelo and Tucows Domains as three distinct segments in order to make key decisions and evaluate segment performance.
−Removed: Certain revenues and expenses disclosed under the Corporate category are excluded from segment earnings before interest, tax, depreciation and amortization ("EBITDA") results as they are centrally managed and not monitored by or reported to our CEO by segment.
+Added: Our CEO, who is also our chief operating decision maker, reviews the operating results of Ting, Wavelo and Tucows Domains as three distinct segments in order to make key decisions and evaluate segment performance.
+Added: Certain revenues and expenses disclosed under the Corporate category are excluded from segment results as they are centrally managed and not monitored by or reported to our CEO by segment.
The exclusions include:
−Removed: retail mobile services, the 10-year payment stream on transferred legacy Mobile subscribers, eliminations of intercompany transactions, portions of Finance and Human Resources, Legal and Corporate Information Technology ("IT") shared services.
+Added: retail mobile services, the 10-year payment stream on transferred legacy Mobile subscribers, eliminations of intercompany transactions, portions of Finance and Human Resources, Legal and Corporate IT shared services.
For the years ended December 31, 2025, 2024 and 2023, we reported revenue of $390 million, $362 million and $339 million, respectively.
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and are billed on a monthly basis.
−Removed: Ting Internet services have no fixed contract terms.
+Added: Generally, Ting internet services have no fixed contract terms, aside from certain non-standard bespoke with business customers.
As of December 31, 2025, Ting Internet had access to 126,000 owned infrastructure serviceable addresses, 109,000 partner infrastructure serviceable addresses and 54,000 active accounts under its management;
compared to having access to 134,000 owned infrastructure serviceable addresses, 45,000 partner infrastructure serviceable addresses and 51,000 active accounts under its management as of December 31, 2024.
−Removed: These figures exclude the increase in serviceable addresses and accounts attributable to the Simply Bits acquisition.
−Removed: On February 7, 2024 Ting committed to the February 2024 workforce reduction, which aimed to realign the Company's operational structure within the Ting operating segment and reduce Ting's workforce by 13%, or 7% of the Company’s total workforce, to better support strategic objectives.
+Added: These figures exclude any changes in serviceable addresses and accounts attributable to the Simply Bits acquisition
+Added: On February 7, 2024 Ting committed to a workforce reduction (the "February 2024 Workforce Reduction"), as defined in "Note 21.
+Added: Restructuring Costs" to the Consolidated Financial Statements, which aimed to realign the Company's operational structure within the Ting operating segment and reduce Ting's workforce by 13%, or 7% of the Company’s total workforce, to better support strategic objectives.
The February 2024 Workforce Reduction was designed to streamline operations and reduce operating expenses within the Ting operating segment.
Substantially all of the employees impacted by the workforce reduction were notified on February 7, 2024 and have since exited the Company.
−Removed: The Company incurred non-recurring charges of approximately $3.2 million in connection with the workforce reduction, primarily consisting of severance payments, notice pay, employee benefits contributions and outplacement costs.
−Removed: On October 30, 2024, Ting undertook a capital efficiency plan (the “Capital Efficiency Plan”) to reflect the ongoing operational and financial prioritization of the Ting business and to lower the Company's year-over-year operating expenses and capital outlays, which impacted approximately 42% of Ting's workforce or 17% of the Company's total workforce.
−Removed: The Company incurred non-recurring charges of approximately $7.7 million in connection with the Capital Efficiency Plan, primarily consisting of severance payments, notice pay, employee benefits contributions and outplacement costs.
−Removed: The Company expects that both the 2024 workforce reductions and Capital Efficiency Plan will realize personnel and related expense (net of capitalization) savings with the majority of the savings in sales and marketing, including related network support functions, followed by smaller impacts in technical operations and development, direct cost of revenues, network, general and administrative, and other costs.
−Removed: In Fiscal 2024 the realized savings will be partially offset by costs associated with both plans.
−Removed: These costs referenced above are classified as transitional and are excluded in our Adjusted EBITDA, which is a non-GAAP financial measure.
+Added: The Company incurred non-recurring charges of approximately $3.2 million in the first quarter of Fiscal 2024, in connection with the workforce reduction, primarily consisting of severance payments, notice pay, employee benefits contributions, and outplacement costs.
+Added: On October 30, 2024, Ting undertook the 2024 Capital Efficiency Plan, as defined in "Note 21.
+Added: Restructuring Costs" to the Consolidated Financial Statements, to reflect the ongoing operational and financial prioritization of the Ting business and to lower the Company's year-over-year operating expenses and capital outlays, which impacted approximately 42% of Ting's workforce, or 17% of the Company's total workforce.
+Added: The Company incurred non-recurring charges of approximately $7.7 million in the fourth quarter of Fiscal 2024 in connection with the 2024 Capital Efficiency Plan, primarily consisting of severance payments, notice pay, employee benefits contributions, and outplacement costs.
+Added: The February 2024 Workforce Reduction and 2024 Capital Efficiency Plan realized personnel and related expense (net of capitalization) savings with the majority of the savings in sales and marketing, including related network support functions, followed by smaller impacts in technical operations and development, direct cost of revenues, network, general and administrative, and other costs.
+Added: In Fiscal 2024, the realized savings were partially offset by costs associated with both plans.
+Added: These costs referenced above are classified as transitional and were excluded in our Adjusted EBITDA, which is a non-United States Generally Accepted Accounting Principles ("GAAP") financial measure.
Please see discussion of Adjusted EBITDA as well as the Adjusted EBITDA reconciliation to net income in the Results of Operations section below.
−Removed: Wavelo includes the provision of full-service platforms and professional services providing a variety of solutions that support Communication Services providers ("CSPs"), including subscription and billing management, network orchestration and provisioning, and individual developer tools.
+Added: The 2024 Capital Efficiency Plan has also translated into reduced capital expenditures related to growth and expansion of new markets, as Ting shifted to focus on completing builds in existing markets.
+Added: The Company announced on November 6, 2025 that it commenced a process to review strategic alternatives for the Ting business, to address its ongoing liquidity requirements.
+Added: The process is ongoing and the outcome and timing of this process are uncertain and may materially affect future revenues, operating costs and capital expenditures.
+Added: If the strategic process does not result in a successful transaction, or if it is delayed or abandoned, Ting would be required to implement significant operational changes to preserve liquidity and continue as a going concern, which could include more substantial reductions in operating expenses, changes in market expansion plans, asset sales, or other restructuring actions.
+Added: As a result, Ting’s future revenue growth, cost structure and overall financial performance may differ materially from current results and expectations.
+Added: Wavelo includes the provision of full-service platforms and professional services providing a variety of solutions that support CSPs, including subscription and billing management, network orchestration and provisioning, and individual developer tools.
Wavelo's focus is to provide accessible telecom software to CSPs globally, minimizing network and technical barriers and improving internet access worldwide.
Wavelo's suite of flexible, cloud-based software simplifies the management of mobile and internet network access, enabling CSPs to better utilize their existing infrastructure, focus on customer experience and scale their businesses faster.
−Removed: Wavelo launched as a proven asset for CSPs, with EchoStar using Wavelo’s Mobile Network Operating System ("MONOS") software to drive additional value within its Digital Operator Platform and Ting integrating Wavelo’s Internet Service Operating System ("ISOS") and Subscriber Management ("SM") software to enable faster subscriber growth and footprint expansion.
+Added: Wavelo launched as a proven asset for CSPs, with EchoStar using Wavelo’s MONOS software to drive additional value within its Digital Operator Platform and Ting integrating Wavelo’s ISOS and SM software to enable faster subscriber growth and footprint expansion.
The Wavelo segment also includes the Platypus brand and platform, our legacy billing solution for ISPs.
−Removed: The revenues from Wavelo's MONOS, ISOS, SM and professional services are all generated in the U.S.
+Added: The revenues from Wavelo's platforms and professional services are all generated in the U.S.
and our customer agreements have set contract lengths with the underlying CSP.
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Tucows Domains includes wholesale and retail domain name registration services, as well as value-added services derived through our OpenSRS, Enom, Ascio, EPAG and Hover brands.
−Removed: Tucows Domains revenues primarily from the registration fees charged to resellers in connection with new, renewed and transferred domain name registrations.
+Added: Tucows Domains generates revenues primarily from the registration fees charged to resellers in connection with new, renewed and transferred domain name registrations.
In addition, we earn revenues from the sale of retail domain name registration and email services to individuals and small businesses.
Tucows Domains revenues are attributed to the country in which the contract originates, which is primarily in Canada and the U.S for OpenSRS and Enom brands whereas it is primarily in European nations for Ascio and EPAG.
−Removed: Our primary distribution channel is a global network of more than 34,000 resellers that operate in 200 countries and who typically provide their customers, the end-users of Internet-based services, with solutions for establishing and maintaining an online presence.
−Removed: Our primary focus is serving the needs of this network of resellers by providing the broadest portfolio of gTLD and the country code top-level domain options and related services, a white-label platform that facilitates the provisioning and management of domain names, a powerful Application Program Interface, easy-to-use interfaces, comprehensive management and reporting tools, and proactive and attentive customer service.
+Added: Our primary distribution channel is a global network of more than 32,000 resellers that operate in approximately 200 countries and who typically provide their customers, the end-users of Internet-based services, with solutions for establishing and maintaining an online presence.
+Added: Our primary focus is serving the needs of this network of resellers by providing the broadest portfolio of gTLD and country code top-level domain options and related services, a white-label platform that facilitates the provisioning and management of domain names, a powerful Application Program Interface, easy-to-use interfaces, comprehensive management and reporting tools, and proactive and attentive customer service.
Our services are integral to the solutions that our resellers deliver to their customers.
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Together the OpenSRS, Enom, EPAG and Ascio Domain Services manage 21.5 million domain names under the Tucows, Enom, EPAG and Ascio ICANN registrar accreditations and for other registrars under their own accreditations.
−Removed: Domains under management has decreased by 0.1 million, or less than 1%, since December 31, 2023.
−Removed: Value-Added Services include hosted email which provides email delivery and webmail access to millions of mailboxes, Internet security services, WHOIS privacy, publishing tools and other value-added services.
+Added: Domains under management have decreased by 3.0 million, or 12%, since December 31, 2024.
+Added: Value-Added Services include hosted email which provides email delivery and webmail access to millions of mailboxes, Internet security services, WHOIS privacy other value-added services.
All of these services are made available to end-users through a network of web hosts, ISPs, and other resellers around the world.
In addition, we also derive revenue by monetizing domain names which are near the end of their lifecycle through expiry auction sale.
−Removed: Retail, primarily the Hover and eNom portfolio of websites, including eNom, and eNom Central, derive revenues from the sale of domain name registration and email services to individuals and small businesses.
+Added: Retail, primarily Hover, derives revenues from the sale of domain name registration and email services to individuals and small businesses.
Our retail domain services also include our Personal Names Service – based on over 34,000 surname domains – that allows roughly two-thirds of Americans to purchase an email address based on their last name.
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Total new, renewed and transferred-in domain name registrations provisioned (1)
−Removed: Domains under management:
−Removed: Registered using Registrar Accreditation belonging to the Tucows Group
−Removed: Registered using Registrar Accreditation belonging to Resellers
−Removed: Total domain names under management
+Added: Domain names under management
For a discussion of these period-to-period changes in the domains provisioned and domains under management and how they impacted our financial results see the Net Revenues discussion below.
−Removed: Tucows reports all financial information in accordance with United States generally accepted accounting principles (“GAAP”).
−Removed: Along with this information, to assist financial statement users in an assessment of our historical performance, we typically disclose and discuss a non-GAAP financial measure, Adjusted EBITDA, on investor conference calls and related events that excludes certain non-cash and other charges as we believe that the non-GAAP information enhances investors’ overall understanding of our financial performance.
+Added: Tucows reports all financial information in accordance with GAAP.
+Added: Along with this information, to assist financial statement users in an assessment of our historical performance, we typically disclose and discuss a non-GAAP financial measure, Adjusted EBITDA, on investor conference calls and related events that excludes certain non-cash and other charges, as we believe that the non-GAAP information enhances investors’ overall understanding of our financial performance, but should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures.
Please see discussion of Adjusted EBITDA as well as the Adjusted EBITDA reconciliation to net income in the Results of Operations section below.
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Additionally, the forward rates established by the contracts may be less advantageous than the market rate upon settlement.
−Removed: As an ISP, we have invested and expect to continue to invest in new fiber to the home (“FTTH”) deployments in select markets in the United States.
−Removed: The investments are a reflection of our ongoing efforts to build FTTH network via public-private partnerships in communities we identify as having strong, unmet demand for FTTH services.
−Removed: Given the significant upfront build and operational investments for these FTTH deployments, there is risk that future technological and regulatory changes as well as competitive responses from incumbent local providers, may result in us not fully recovering these investments.
+Added: As an ISP, we have invested and expect to continue to invest in selective fiber to the home (“FTTH”) deployments in select markets in the United States.
+Added: The investments are a reflection of our ongoing efforts to build FTTH network via strategic partnerships in communities we identify as having strong, unmet demand for FTTH services.
+Added: Given the significant upfront build and operational investments for these FTTH deployments, there is risk that we may not fully recover these investments as a result of future technological and regulatory changes, competitive responses from incumbent local providers, and slower than expected market penetration or otherwise.
Wavelo launched as a proven asset for CSPs, with EchoStar using Wavelo’s MONOS software to drive additional value within its Digital Operator Platform.
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We have a relatively limited ability to increase the pricing of domain name registrations without negatively impacting our ability to maintain or grow our customer base.
−Removed: Growth in our Tucows Domains revenue is dependent upon our ability to continue to attract and retain customers by maintaining consistent domain name registration and value-added service renewal rates and to grow our customer relationships through refining, evolving and improving our provisioning platforms and customer service for both resellers and end-users.
−Removed: In addition, Tucows Domains also generate revenues through the sale of names from our portfolio of domain names and through the OpenSRS, eNom, and Ascio Domain Expiry Streams.
−Removed: From time-to-time certain of our vendors provide us with market development funds to expand or maintain the market position for their services.
−Removed: Any decision by these vendors to cancel or amend these programs for any reason may result in payments in future periods not being commensurate with what we have achieved during past periods.
+Added: Growth in our Tucows Domains revenue is dependent upon our ability to continue to attract and retain customers by maintaining consistent domain name registration, retaining high margin customers, value-added service renewal rates and upselling, and to grow our customer relationships through refining, evolving and improving our provisioning platforms and customer service for both resellers and end-users.
+Added: In addition, Tucows Domains also generates revenues through the sale of names from our portfolio of domain names and through the OpenSRS, Enom, and Ascio Domain Expiry Streams.
+Added: Our domains under management and transactions saw a moderate decrease in Fiscal 2025, largely as a result of select, low margin customers taking their business in-house.
+Added: These fluctuations occur occasionally in our business, and with broad, diverse and global nature of our reseller base ensures that margin remains healthy, and will be augmented by the strategies discussed above to continue to grow our revenue base.
+Added: From time-to-time, certain vendors provide us with market development funds to expand or maintain the market position for their services.
+Added: Any decision by these vendors to cancel or amend these programs for any reason may result in expenses in future periods not being commensurate with what we have achieved during past periods.
Other opportunities, challenges and risks
−Removed: The Company is entitled to a long-term payment stream that is a function of the margin generated by the transferred subscribers over the 10-year term of the EchoStar Purchase Agreement executed in Fiscal 2020.
+Added: The Company is entitled to a long-term payment stream that is a function of the margin generated by the transferred subscribers over the 10-year term of the EchoStar Purchase Agreement executed in the Fiscal 2020.
This consideration structure may not prove to be successful or profitable in the long-term to us if the existing subscriber base churns at an above average rate.
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These penalties would negatively impact our operational performance and financial results if enforced by the MNO.
−Removed: During the twelve months ended December 31, 2024, the Company has accrue
+Added: As of December 31, 2025, the Company accrue
d $3.9 millio n of penalties associated with the minimum commitment shortfall.
−Removed: The Company expects to incur penalties throughout 2025 and thereafter until the contract is complete.
+Added: The Company expects to incur penalties through January 2026, at which point the initial term of the contract is complete.
+Added: The contract will automatically continue month-to-month thereafter, with no expected penalties in the month-to-month arrangement.
+Added: Should we continue to be bound by any minimum purchase commitments in excess of our customer-based usage, our cost of revenue may increase, negatively impacting financial results.
+Added: As discussed above, the Company announced on November 6, 2025 that it commenced a process to review strategic alternatives for the Ting business, to address its ongoing liquidity requirements.
+Added: The outcome and timing of this process are uncertain and may materially affect future revenues, operating costs and capital expenditures.
+Added: As a result, Ting’s future revenue growth, cost structure and overall financial performance may differ materially from current results and expectations.
An in-depth assessment of the risk factors impacting our businesses has been discussed at length above in Part I under the caption "Item 1A Risk Factors" in this Annual Report.
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Critical accounting estimates are defined as those that are both important to the portrayal of our financial condition and results of operations and are reflective of significant judgments and uncertainties made by management that may result in materially different results under different assumptions and conditions.
−Removed: “Note 2 – Significant Accounting Policies” in the Notes to the Consolidated Financial Statements for Fiscal 2024 included in Part II, Item 8 of this Annual Report, includes further information on the significant accounting policies and methods used in the preparation of our consolidated financial statements.
+Added: Significant Accounting Policies” to the Consolidated Financial Statements for Fiscal 2025, includes further information on the significant accounting policies and methods used in the preparation of our Consolidated Financial Statements.
The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
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Many of the conditions impacting these assumptions and estimates are outside of the Company’s control.
−Removed: Management evaluates its estimates on an on-going basis.
+Added: Management evaluates its estimates on an ongoing basis.
Acquired customer relationships
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Until the final resolution of such matters, there may be an exposure to loss in excess of the amount recorded, and such amounts could be material.
−Removed: Impairment of Goodwill and intangibles
−Removed: Any changes to our key assumptions about our businesses and our prospects, or changes in market conditions, could cause the fair value of our operating segments to fall below their carrying values, resulting in a potential impairment charge.
−Removed: In addition, changes in our organizational structure or how our management allocates resources and assesses performance, could result in a change in our operating segments, requiring a reallocation and updated impairment analysis of goodwill and indefinite life intangible assets.
−Removed: We evaluate factors such as macro-economic, industry and market conditions including the capital markets, the competitive environment, in addition to other internal factors including changes to our market capitalization, cash inflows, obligations and access to capital of our segments.
−Removed: Impairment of Property and equipment
−Removed: The Company assesses its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
−Removed: When such indicators exist, management estimates the recoverability of the asset group based on the undiscounted future cash flows expected to be generated.
−Removed: If the carrying amount exceeds the estimated recoverable amount, an impairment loss is recognized for the excess of the carrying amount over the fair value of the asset group.
−Removed: We concluded that there were indications of impairment under the qualitative approach during Fiscal 2024 as a result of the decisions resulting from the Capital Efficiency Plan from October 2024.
−Removed: This resulted in an impairment charge of $17.7 million in Fiscal 2024 for both Ting assets under construction and computer equipment.
−Removed: Management’s estimates are based on historical experience, available market information as applicable, third-party analysis, and various other assumptions that are believed to be reasonable under the circumstances at the time they are made.
−Removed: Given the subjectivity involved, changes in assumptions or market conditions could result in materially different outcomes.
−Removed: Changes in estimates
−Removed: There were no material changes to our critical accounting estimates during Fiscal 2024.
−Removed: SIGNIFICANT ACCOUNTING POLICIES
−Removed: Revenue Recognition Policy
−Removed: The Company’s revenues are derived from (a) the provisioning of retail fiber Internet services in our Ting segment, (b) the provisioning of CSP focused platform and professional services in our Wavelo segment;
−Removed: and from (c) domain name registration contracts, other domain related value-added services, domain sale contracts, and other advertising revenue in our Tucows Domains segment.
−Removed: Amounts received in advance of meeting the revenue recognition criteria described below are recorded as contract liabilities.
−Removed: All products are generally sold without the right of return or refund.
−Removed: Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties.
−Removed: The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.
−Removed: Nature of goods and services
−Removed: The following is a description of principal activities – separated by reportable segments – from which the Company generates its revenue.
−Removed: For more detailed information about reportable segments.
−Removed: See “Note 20 – Segment Reporting” of the Notes to the Consolidated Financial Statements included in this report for more information.
−Removed: Ting and its subsidiaries, Cedar, and Simply Bits, includes the provision of high-speed Internet access services to select towns throughout the United States, with operations focused on serving existing markets.
−Removed: Our primary sales channel is through the Ting website.
−Removed: The primary focus of this segment is to provide reliable Gigabit Fiber and Fixed Wireless Internet services to consumer and business customers.
−Removed: Revenues are all generated in the U.S., have no fixed contract terms and are billed on a monthly basis, with unlimited bandwidth based on a fixed price.
−Removed: The Company’s billing cycle for all Ting Internet customers is computed based on the customer’s activation date.
−Removed: Since consideration is collected before the service period, revenue is initially deferred and recognized as the Company performs its obligation to provide Internet access within each reporting period.
−Removed: In addition, revenues associated with the sale of Internet hardware to subscribers are recognized when title and risk of loss is transferred to the subscriber and shipment has occurred.
−Removed: Incentive marketing credits given to customers are recorded as a reduction of revenue.
−Removed: In those cases, where payment is not received at the time of sale, as is the case for service requiring installation, then revenue is not recognized until a customer's service is activated.
−Removed: The Company records costs that reflect expected refunds, rebates and credit card charge-backs as a reduction of revenues at the time of the sale based on historical experiences and current expectations.
−Removed: Platform Services
−Removed: Tucows' Platform Services include the following full-service platforms from Wavelo, including MONOS, ISOS, SM and our legacy Platypus ISP Billing software.
−Removed: Under each of these platforms there are a variety of solutions that support CSPs, including subscription and billing management, network orchestration and provisioning, and individual developer tools.
−Removed: Wavelo's customers are billed monthly, on a postpaid basis.
−Removed: The monthly fees are variable, based on the volume of their subscribers utilizing the platform during a given month, to which minimums may apply.
−Removed: Customers may also be billed fixed platform fees and granted fixed credits as part of the consideration for long-term contracts.
−Removed: Consideration received is allocated to platform services and bundled professional services and recognized as each service obligation is fulfilled.
−Removed: Any fixed fees for Wavelo are recognized into revenue evenly over the service period, while variable usage fees are recognized each month as they are consumed.
−Removed: Professional services revenue is recognized as the hours of professional services granted to the customer are used or expire.
−Removed: When consideration for these platform services is received before the service is delivered, the revenue is initially deferred and recognized only as the Company performs its obligation to provide services.
−Removed: Likewise, if platform services are delivered before the Company has the unconditional right to invoice the customer, revenue is recognized as a Contract Asset.
−Removed: Other Professional Services
−Removed: This revenue stream includes any other professional services earned from Wavelo's performance of standalone technology services development work.
−Removed: These are billed to our customers monthly at established rates for services provided in period.
−Removed: The Company recognizes professional services revenue as the Company satisfies its obligations to provide professional services.
−Removed: Tucows Domains
−Removed: Wholesale - Domain Services
−Removed: Domain registration contracts, which can be purchased for terms of one to ten years, provide our resellers and retail registrant customers with the exclusive right to a personalized internet address from which to build an online presence.
−Removed: The Company enters into domain registration contracts in connection with each new, renewed and transferred-in domain registration.
−Removed: At the inception of the contract, the Company charges and collects the registration fee for the entire registration period.
−Removed: Though fees are collected upfront, revenue from domain registrations are recognized ratably over the registration period as domain registration contracts contain a ‘right to access’ license of IP, which is a distinct performance obligation measured over time.
−Removed: The registration period begins once the Company has confirmed that the requested domain name has been appropriately recorded in the registry under contractual performance standards.
−Removed: Historically, our wholesale domain service has constituted the largest portion of our business and encompasses all of our services as an accredited registrar related to the registration, renewal, transfer and management of domain names.
−Removed: In addition, this service fuels other revenue categories as it often is the initial service for which a reseller will engage us, enabling us to follow on with other services and allowing us to add to our portfolio by purchasing names registered through us upon their expiration.
−Removed: Tucows Domains will continue to be the largest portion of our business and will further fuel our ability to sell add-on services.
−Removed: The Company is an ICANN accredited registrar.
−Removed: Thus, the Company is the primary obligor with our reseller and retail registrant customers and is responsible for the fulfillment of our registrar services to those parties.
−Removed: As a result, the Company reports revenue in the amount of the fees we receive directly from our reseller and retail registrant customers.
−Removed: Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to those customers.
−Removed: Accordingly, the Company does not recognize any revenue related to transactions between our reseller customers and their ultimate retail customers.
−Removed: Wholesale – Value-Added Services
−Removed: We derive revenue from domain related value-added services like digital certifications, WHOIS privacy and hosted email and by providing our resellers and retail registrant customers with tools and additional functionality to be used in conjunction with domain registrations.
−Removed: All domain related value-added services are considered distinct performance obligations which transfer the promised service to the customer over the contracted term.
−Removed: Fees charged to customers for domain related value-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of the performance obligations.
−Removed: We also derive revenue from other value-added services, which primarily consists of proceeds from the OpenSRS, eNom and Ascio domain expiry streams.
−Removed: We derive revenues mainly from Hover and eNom’s retail properties through the sale of retail domain name registration and email services to individuals and small businesses.
−Removed: The retail segment now includes the sale of the rights to its portfolio of surname domains used in connection with our RealNames email and Linux hosting services for websites through our Exact Hosting brand.
−Removed: For information about geographic areas, see “Note 20 – Segment Reporting” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
−Removed: Corporate and all other - Mobile services and eliminations
−Removed: Although we still provide mobile telephony services to a small subset of customers retained through the Ting Mobile brand as part of the EchoStar Purchase Agreement executed in Fiscal 2020; this revenue stream no longer represents the Company's strategic focus going forward.
−Removed: Instead we have transitioned towards being a platform provider for CSPs globally via our Wavelo segment.
−Removed: Effective January 1, 2022 we decided to exclude retail telephony services and transition services revenues from segment Adjusted EBITDA results as they are no longer centrally managed and not monitored by or reported to our CEO by segment.
−Removed: Ting Mobile wireless usage contracts grant customers access to standard talk, text and data mobile services.
−Removed: Ting Mobile contracts are billed based on the customer's selected rate plan, which can either be usage based or an unlimited plan.
−Removed: All rate plan options are charged to customers on a postpaid, monthly basis at the end of their billing cycle.
−Removed: All future revenues associated with retail mobile services stream will only be for this subset of customers retained by the Company, as mentioned above.
−Removed: Ting Mobile services are primarily contracted through the Ting website, for one month at a time and contain no commitment to renew the contract following each customer's monthly billing cycle.
−Removed: The Company's billing cycle for all Ting Mobile customers is computed based on the customer's activation date.
−Removed: In order to recognize revenue as the Company satisfies its obligations, we compute the amount of revenues earned but not billed from the end of each billing cycle to the end of each reporting period.
−Removed: In addition, revenues associated with the sale of wireless devices and accessories are recognized when title and risk of loss is transferred to the customer and shipment has occurred.
−Removed: Incentive marketing credits given to customers are recorded as a reduction of revenue.
−Removed: These mobile services revenue streams also includes transitional services provided to EchoStar.
−Removed: These are billed monthly at established rates for services provided in period, including:
−Removed: the provision of sales, marketing, order fulfillment, and data analytics related to the legacy customer base sold to EchoStar.
−Removed: The Company recognizes revenue as the Company satisfies its obligations to provide transitional services.
−Removed: As a form of consideration for the sale of the customer relationships, the Company receives a payout on the margin associated with the legacy customer base sold to EchoStar, over a period of 10 years.
−Removed: This has been classified as Other Income and not considered revenue in the current period.
−Removed: Valuation of Goodwill, Intangible Assets and Long-Lived Assets
−Removed: The excess of the purchase price over the fair values of the identifiable assets and liabilities from our acquisitions is recorded as goodwill.
−Removed: At December 31, 2024, we had $130.4 million in goodwill related to our acquisitions and $24.8 million in intangible assets comprised of $12.3 million of indefinite life intangibles and $12.5 million of finite life intangible assets.
−Removed: At December 31, 2023, we had $130.4 million in goodwill related to our acquisitions and $29.5 million in intangible assets comprised of $12.3 million of indefinite life intangibles and $17.2 million of finite life intangible assets.
−Removed: As described above, we report our financial results as three operating segments, Ting, Wavelo and Tucows Domains.
−Removed: The goodwill balance is built up of $107.7 million (83%) related to Tucows Domains and $22.7 million (17%) related to Ting.
−Removed: Of our goodwill balance, $ 90.3 million is not deductible for tax purposes.
−Removed: The intangible asset balance is built up of $17.4 million (70%) related to Tucows Domains and $7.4 million (30%) related to Ting.
−Removed: We account for goodwill and indefinite life intangible assets in accordance with the Financial Accounting Standards Board (“FASB”)'s authoritative guidance, which requires that goodwill and indefinite life intangible assets are not amortized, but are subject to an annual impairment test.
−Removed: We complete our impairment test on an annual basis, during the fourth quarter of our fiscal year, or more frequently, if changes in facts and circumstances indicate that impairment indicators are present.
−Removed: Our indefinite life intangible assets consist of surname domain names and direct navigation domain names.
−Removed: In order to maintain our rights to these domain names, we pay annual renewal fees to the applicable domain name registries.
−Removed: Over the course of time, we sometimes decide not to renew certain under-performing domain names and incur an impairment charge associated with such non-renewal.
−Removed: There was no impairment recorded on indefinite-life intangible assets during 2024, 2023 and 2022.
−Removed: With regard to long-lived assets comprised of property and equipment and finite life intangible assets, we continually evaluate whether events or circumstances have occurred that indicate the remaining estimated useful lives of our definite-life intangible assets may warrant revision or whether the carrying amount of such assets may not be recoverable and exceed their fair value.
−Removed: We use an estimate of the related undiscounted cash flows over the remaining life of the asset in measuring whether the asset is recoverable.
−Removed: During Fiscal 2024, 2023 and 2022, property and equipment with net book values of $19.1 million, $4.8 million, and $0.1 million, respectively, were written off and included in impairment of property and equipment in the consolidated statements of comprehensive income (loss).
−Removed: $17.7 million of the impairment losses incurred in 2024 related to the announced Capital Efficiency Plan, both specific assets under construction projects no longer planned to be completed and the capital inventory to be used in those projects were assessed as an impairment loss.
−Removed: The full cost of the identified assets under construction impacted was recorded as an impairment loss as well as the difference between carrying value and liquidation value of capital inventory.
−Removed: The remaining $1.4 million impairment charges relate to specific network assets that were identified through routine inspections as being damaged and no longer in use.
−Removed: During Fiscal 2024, 2023 and 2022 there was no impairment recorded on definite-life intangible assets.
−Removed: We performed a qualitative assessment to determine whether there were events or circumstances which would lead to a determination, whether it is more likely than not, that goodwill and indefinite life intangible assets have been impaired.
−Removed: In performing the qualitative testing, we made an evaluation of the impact of various factors to the expected future cash flows attributable to our reporting units and to the assumed discount rate which would be used to present value those cash flows.
−Removed: Consideration was given to factors such as macro-economic, industry and market conditions including the capital markets, the competitive environment, in addition to other internal factors including changes to our market capitalization, cash inflows, obligations and access to capital of our segments.
−Removed: We concluded that there were no indications of impairment under the qualitative approach.
−Removed: The analysis was consistent with the approach we utilized in prior years.
−Removed: In connection with business acquisitions that we have completed, we identify and estimate the fair value of net assets acquired, including certain identifiable intangible assets (other than goodwill) and liabilities assumed.
−Removed: The determination of acquisition date fair values requires us to make significant estimates and assumptions regarding projected revenues, costs, earnings before interest, taxes, depreciation and amortization, attrition rates and discount rates.
−Removed: Changes to these assumptions may result in material differences depending on the size of the acquisition completed.
−Removed: Any changes to our key assumptions about our businesses and our prospects, or changes in market conditions, could cause the fair value of our operating segments to fall below its carrying value, resulting in a potential impairment charge.
−Removed: In addition, changes in our organizational structure or how our management allocates resources and assesses performance, could result in a change in our operating segments, requiring a reallocation and updated impairment analysis of goodwill and indefinite life intangible assets.
−Removed: A goodwill or intangible asset impairment charge could have a material effect on our consolidated financial statements because of the significance of goodwill and intangible assets to our consolidated balance sheet.
−Removed: There was no impairment of goodwill or intangible assets, both definite and indefinite life, as a result of the annual impairment tests completed during the fourth quarters of
+Added: Impairment of goodwill
+Added: Goodwill is tested at least annually for impairment at an operating segment level, which the Company has assessed to be our reporting units.
+Added: At December 31, 2025 and December 31, 2024, we had $130.4 million in goodwill, of which $107.7 million (83%) related to Tucows Domains and $22.7 million (17%) related to Ting.
+Added: We first assess qualitative factors to determine whether it is more-likely-than-not that goodwill is impaired, and if so, we perform the quantitative goodwill impairment test.
+Added: When performing a qualitative analysis, we evaluate factors such as macro-economic, industry and market conditions including the capital markets, the competitive environment, in addition to other internal factors including changes to our market capitalization, cash inflows, obligations and access to capital of our segments.
+Added: Any changes to these factors could change our assessment of whether it is more-likely-than-not that goodwill is impaired and necessitate the quantitative analysis outlined below, and hence, result in a potential impairment charge.
+Added: In addition, changes in our organizational structure or how our management allocates resources and assesses performance, could result in a change in our operating segments, requiring a reallocation of goodwill and an updated impairment analysis.
+Added: If a quantitative impairment test is required, we compare the fair value of a reporting unit with its carrying amount, including goodwill.
+Added: If the carrying amount of the reporting unit exceeded its fair value, we would recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill.
+Added: For the year ended December 31, 2025, a quantitative impairment test was required for Ting, but this did not result in the recognition of any goodwill impairment.
+Added: In performing the quantitative impairment test for Ting, we primarily used the income approach to determine fair value, in which future expected cash flows at the operating segment level are converted to present value using factors that consider the timing and risk of the future cash flows.
+Added: Key assumptions in the income approach included the timing and amount of future cash flows, terminal value growth rates, terminal value margin rates, market participant assumptions, benchmarks and discount rates.
+Added: Changes to any of these assumptions could result in a different fair value estimate, and hence result in an impairment.
+Added: Impairment of long-lived assets
+Added: We review the carrying values of long-lived assets, such as property and equipment, finite-life intangible assets and right of use lease assets, for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
+Added: Impairment testing is performed at the asset group level, unless an asset generates independent cash flows or if the Company has determined the asset will be disposed of by abandonment in which case the impairment analysis is performed at the asset level.
+Added: Our asset groups are equivalent to our operating segments, Tucows Domains, Ting and Wavelo.
+Added: We first perform a qualitative assessment to determine whether events or circumstances indicate that the carrying amount of the asset or asset group may not be recoverable.
+Added: This assessment evaluates market prices, changes in the use or physical condition of the asset, changes in legal factors or the business climate, financial performance and costs incurred, forecasts and any expectation of disposals of the asset or asset group.
+Added: Any changes to these factors could change our assessment of whether the carrying amount is recoverable, and necessitate the quantitative analysis outlined below, and hence, result in a potential impairment charge.
+Added: If events or circumstances indicate that the carrying amount of the asset or asset group may not be not recoverable, the Company compares the carrying amount of the asset group to the undiscounted cash flows expected to be generated over its remaining useful life.
+Added: If the carrying amount exceeds the undiscounted future cash flows, the relevant asset group is considered to be impaired, and an impairment loss is recognized in the amount by which the carrying value of the asset group exceeds fair value.
+Added: For the year ended December 31, 2025, this recoverability test was required for Ting, but this test did not result in the recognition of any long-lived asset impairment.
+Added: Assumptions used in estimating the undiscounted cash flows of Ting include the timing and amount of future cash flows and the useful lives of the property and equipment.
+Added: Any changes to these factors could change our assessment of the recoverability of the Ting long-lived assets, and hence result in an additional potential impairment charge.
+Added: Further, the Company determined certain long-lived assets would be disposed of by abandonment.
+Added: Management estimated the salvage value and recorded an impairment loss representing the difference between the carrying amount and salvage value of the assets.
+Added: During the year ended December 31,2025, the Company recorded an impairment loss of $10.7 million primarily related to abandoned materials and supplies held for capital projects, as well as impairment of right-of-use operating lease assets.
+Added: During the year ended December 31, 2024, the Company recorded an impairment loss of $17.7 million related to assets under construction and materials and supplies held for capital projects.
+Added: The salvage value was estimated based on management’s judgment regarding realizability in secondary markets.
+Added: Management based its estimates on historical experience, available market information as applicable, third party analysis and on various other assumptions that are believed to be reasonable under the circumstances at the time they are made.
+Added: Changes to any of these assumptions could result in a different fair value estimate, and hence result in further impairment losses.
Accounting for Income Taxes
4 unchanged sentences
We account for income taxes under the asset and liability method, which recognizes the deferred tax assets or liabilities for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities.
−Removed: Valuation allowances are established to reduce deferred tax assets when it is more likely than not that the benefit from the deferred tax assets will not be realized.
−Removed: In assessing the need for valuation allowance, historical and future levels of income, expectations and risks associated with estimates of future taxable income and tax planning strategies are considered.
−Removed: As of December 31, 2024, the valuation allowance of $51.7 million was recorded, which we are not expected to realize on a more than likely than not basis.
+Added: Valuation allowances are established to reduce deferred tax assets when it is more likely than not that the tax benefit from the deferred tax assets will not be realized.
+Added: In assessing the need for valuation allowances, historical and future levels of income, expectations and risks associated with estimates of future taxable income and tax planning strategies are considered.
+Added: As of December 31, 2025, the valuation allowance of $68.1 million was recorded, for those deferred tax assets where it is more likely than not that the tax benefit will not be realized.
We apply a two-step approach to recognizing and measuring uncertain tax positions.
−Removed: The first step is to evaluate the tax position for recognition by determining if on the weight of available evidence, it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.
+Added: The first step is to evaluate the tax position for recognition by determining if, on the weight of available evidence, it is more likely than not that the position will be sustained upon audit, including resolution of related appeals or litigation processes, if any.
The second step is to measure the tax benefit that is more than 50% likely to be realized upon settlement.
−Removed: As of December 31, 2024, we did not recognize any uncertain tax provisions within the provision for income taxes.
−Removed: See "Note 9 – Income Taxes" to the Consolidated Financial Statements for further information regarding income taxes included in Part II, Item 8 of this Annual Report.
+Added: As of December 31, 2025, we recognized uncertain tax provisions of $0.1 million within the provision for income taxes.
+Added: Income Taxes" to the Consolidated Financial Statements for further information regarding income taxes.
+Added: Changes in estimates
+Added: There were no material changes to our critical accounting estimates during Fiscal 2025.
Recently Issued Accounting Standards
−Removed: See “ Note 2 – Significant Accounting Policies” of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for information regarding recently issued accounting standards.
+Added: See “ Note 2.
+Added: Significant Accounting Policies” of the Notes to the Consolidated Financial Statements for information regarding recently issued accounting standards.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2024
For additional information on our financial condition as of December 31, 2024 and results of operations, liquidity and capital resources for the year ended December 31, 2024 as compared to the year ended December 31, 2023, refer to Part II, “ Item 7.
−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on 10-K for the year ended December 31, 2023 which was filed with the United States Securities and Exchange Commission on April 1, 2024.
−Removed: Ting and its subsidiaries, Cedar, and Simply Bits, includes the provision of high-speed Internet access services to select towns throughout the United States, with further expansion underway to both new and existing markets.
+Added: Management's Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on 10-K for the year ended December 31, 2024 which was filed with the United States Securities and Exchange Commission on March 13, 2025.
+Added: Ting and its subsidiaries, Cedar, and Simply Bits, includes the provision of high-speed Internet access services to select towns throughout the United States.
Our primary sales channel is through the Ting website.
The primary focus of this segment is to provide reliable Gigabit Fiber and Fixed Wireless Internet services to consumer and business customers.
−Removed: Revenues are all generated in the U.S., have no fixed contract terms and are billed on a monthly basis, with unlimited bandwidth based on a fixed price.
+Added: Generally, Ting Internet services have no fixed contract terms, aside from certain bespoke contracts with business customers.
The Company's billing cycle for all Ting Internet customers is computed based on the customer's activation date.
Since consideration is collected before the service period, revenue is initially deferred and recognized as the Company performs its obligation to provide Internet access within each reporting period.
−Removed: In addition, revenues associated with the sale of Internet hardware to subscribers are recognized when title and risk of loss is transferred to the subscriber and shipment has occurred.
Incentive marketing credits given to customers are recorded as a reduction of revenue.
−Removed: In those cases, where payment is not received at the time of sale, as is the case for service requiring installation, then revenue is not recognized until a customer's service is activated.
−Removed: The Company records costs that reflect expected refunds, rebates and credit card charge-backs as a reduction of revenues at the time of the sale based on historical experiences and current expectations.
+Added: Our construction services are earned to revenue earned from the design, construction and installation of a fiber optic network for a specific customer contract.
+Added: Control of the network infrastructure transfers to the customer as it is constructed.
+Added: Revenue from network construction is recognized over time, as Ting’s performance creates or enhances an asset that the customer controls as it is being constructed.
+Added: Progress toward completion is measured using an output method, based primarily on network build milestones such as served addresses completed and accepted by the customer.
+Added: Amounts billed in advance of revenue recognition are recorded as contract liabilities, while amounts recognized in excess of billings are recorded as contract assets.
+Added: Where services require installation, revenue is not recognized until a customer's service is activated.
+Added: The Company records a reduction of revenues that reflects expected refunds, rebates and credit card charge-backs at the time of the sale based on historical experiences and current expectations.
Platform Services
4 unchanged sentences
Wavelo's customers are billed monthly, on a postpaid basis.
−Removed: The monthly fees are variable, based on the volume of their subscribers utilizing the platform during a given month, to which minimums may apply.
+Added: The monthly fees are variable, based on the volume of our customers' subscribers utilizing the platform during a given month, to which minimums may apply.
Customers may also be billed fixed platform fees and granted fixed credits as part of the consideration for long-term contracts.
6 unchanged sentences
This revenue stream includes any other professional services earned in connection with the Wavelo business from the provision of standalone technology services development work.
−Removed: These are billed to our customers monthly at set and established rates for services provided in period.
−Removed: The Company recognizes revenue as the Company satisfies its obligations to provide professional services.
+Added: These are billed based on separate Statement of Work arrangements for bespoke feature development.
+Added: The Company recognizes revenue at the point-in-time when the final acceptance criteria have been met.
Tucows Domains
3 unchanged sentences
At the inception of the contract, the Company charges and collects the registration fee for the entire registration period.
−Removed: Though fees are collected upfront, revenue from domain registrations are recognized ratably over the registration period as domain registration contracts contain a ‘right to access’ license of IP, which is a distinct performance obligation measured over time.
+Added: Although fees are collected upfront, revenue from domain registrations is recognized ratably over the registration period as the Company provides the customer with a domain registration service, which represents a distinct performance obligation satisfied over time.
The registration period begins once the Company has confirmed that the requested domain name has been appropriately recorded in the registry under contractual performance standards.
11 unchanged sentences
Fees charged to customers for domain-related value-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of the performance obligations.
−Removed: We also derive revenue from other value-added services, which primarily consists of proceeds from the OpenSRS, eNom and Ascio domain expiry streams.
−Removed: We derive revenues mainly from Hover and eNom’s retail properties through the sale of retail domain name registration and email services to individuals and small businesses.
−Removed: The retail segment now includes the sale of the rights to its portfolio of surname domains used in connection with our RealNames email service and Linux hosting services for websites through our Exact Hosting brand.
+Added: We also derive revenue from other value-added services, which primarily consists of proceeds from storefront and domain expiry streams.
+Added: We derive revenues mainly from Hover's retail properties through the sale of retail domain name registration and email services to individuals and small businesses.
+Added: The retail segment includes the sale of the rights to its portfolio of surname domains used in connection with our RealNames email service and Linux hosting services for websites through our Exact Hosting brand.
Corporate and all other - Mobile services and eliminations
Although we still provide mobile telephony services to a small subset of customers retained through the Ting Mobile brand as part of the EchoStar Purchase Agreement executed in Fiscal 2020, this revenue stream no longer represents the Company's strategic focus going forward.
−Removed: Instead we have transitioned towards being a Wavelo provider for CSPs globally.
+Added: Instead we have transitioned towards being a platform provider for CSPs globally via Wavelo.
+Added: Retail telephony and transition services are not part of our reportable segments under ASC 280 Segment Reporting "ASC 280") and their results are presented as part of the All Other category.
Ting Mobile wireless usage contracts grant customers access to standard talk, text and data mobile services.
1 unchanged sentence
All rate plan options are charged to customers on a postpaid, monthly basis at the end of their billing cycle.
−Removed: All future revenues associated with retail mobile services stream will only be for this subset of customers retained by the Company, as mentioned above.
+Added: All future revenues associated with the retail mobile services stream will only be for this subset of customers retained by the Company, as mentioned above.
Ting Mobile services are primarily contracted through the Ting website, for one month at a time and contain no commitment to renew the contract following each customer's monthly billing cycle.
3 unchanged sentences
Incentive marketing credits given to customers are recorded as a reduction of revenue.
−Removed: These mobile services revenue streams also includes transitional services provided to EchoStar.
+Added: These mobile services revenue streams also include transitional services provided to EchoStar.
These are billed monthly at set and established rates for services provided in period and include the provision of sales, marketing, order fulfillment, and data analytics related to the legacy customer base sold to EchoStar.
6 unchanged sentences
Fiber Internet Services
+Added: Construction services
Platform Services
9 unchanged sentences
Increase - percentage
+Added: *Corporate and all other includes revenues from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280.
+Added: Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting.
+Added: Intersegment revenues and expenses are eliminated in consolidation.
The following table presents our net revenues, by revenue source, as a percentage of total net revenues:
1 unchanged sentence
Fiber Internet Services
+Added: Construction services
Platform Services
7 unchanged sentences
Mobile services and eliminations
−Removed: Total net revenues for Fiscal 2024 increased by $23.0 million, or 7%, to $362.3 million compared the year ended December 31, 2023 ("Fiscal 2023").
−Removed: The increase in net revenue was driven by higher revenues across all operations.
−Removed: The Domains segment increased $12.5 million in the current period primarily driven by pricing increases through the current period and strong performance in the Expiry stream.
−Removed: The Ting segment increased $8.8 million in the current period as a result of subscriber growth from the continued buildout of our Fiber network across the United States.
−Removed: The Wavelo segment increased $1.2 million in the current period as a result of the complete Boost Mobile subscriber base migration onto our platform, compared to the prior period where subscriber migrations were only complete at the end of June 30, 2023;
−Removed: offset by a decrease in other professional services revenues.
−Removed: Mobile Services and eliminations increased by $0.4 million attributable to decreased intercompany revenues partially offset by decreased Mobile services revenues.
−Removed: Contract liabilities at December 31, 2024 increased by $8.7 million to $156.8 million from $148.1 million at December 31, 2023.
−Removed: The increase was driven primarily by Tucows Domains, which accounted for $7.4 million of the increase as a result of the increase in pricing and domain name transactions through the current period.
−Removed: This was furthered by a smaller $1.2 million increase from Wavelo as a result of the contract liability associated with select customer contracts.
+Added: *Corporate and all other includes revenues from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280.
+Added: Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting.
+Added: Intersegment revenues and expenses are eliminated in consolidation.
+Added: Total net revenues for Fiscal 2025 increased by $28.0 million, or 8%, to $390.3 million compared to Fiscal 2024.
+Added: The increase in net revenue was driven by revenues from Tucows Domains, Ting, and Wavelo;
+Added: partially offset by a decline in revenues from Mobile Services and eliminations.
+Added: The Tucows Domains segment increased $12.5 million in the current period primarily driven by passthrough pricing increases and strong expiry auction revenue performance.
+Added: The Ting segment increased $8.5 million in the current period as a result of subscriber growth on our Fiber network across the United States.
+Added: The Wavelo segment increased $7.8 million in the current period primarily driven by rate increases and subscriber growth.
+Added: Mobile Services and eliminations decreased by $0.7 million attributable to increased intersegment revenues.
+Added: Contract liabilities at December 31, 2025 decreased by $3.9 million to $152.9 million from $156.8 million at December 31, 2024.
+Added: The decrease was driven primarily by lower billings in Tucows Domains due to a decrease in domain names under management, and furthered by a small decrease in Wavelo as bundled professional services available in select customer contracts expired and were recognized into revenue.
+Added: This was partially offset by an increase in Ting Internet with new construction in Laguna Woods Village, California, United States.
A customer, EchoStar, within our Wavelo segment accounted for 11.7% of total net revenue during the year ended December 31, 2025 and 10.7% of total net revenue during the year ended December 31, 2024.
2 unchanged sentences
On an ongoing basis, we assess the ability of our customers to make required payments.
−Removed: Our expected credit losses were $0.9 million and $0.5 million as at December 31, 2024 and at December 31, 2023, respectively.
+Added: Our expected credit losses were $1.3 million and $0.9 million as of December 31, 2025 and at December 31, 2024, respectively.
Based on this assessment, we expect the carrying amount of our outstanding receivables, net of expected credit losses, to be fully collected.
Ting generated $68.2 million in net revenue during Fiscal 2025, which increased by $8.5 million or 14% compared to Fiscal 2024.
−Removed: This growth is driven by continued subscriber growth across the markets we serve, as well as the continued expansion of our Ting Internet footprint to new Ting towns throughout the United States.
+Added: This growth is driven by continued subscriber growth across our Fiber network and small increases in average revenue per user ("ARPU") relative to Fiscal 2024, the continued growth of available serviceable addresses in Ting towns throughout the United States, and new construction in the Laguna Woods Village, California, United States.
As of December 31, 2025, Ting Internet had access to 126,000 owned infrastructure serviceable addresses, 109,000 partner infrastructure serviceable addresses and 54,000 active accounts under its management;
compared to having access to 134,000 owned infrastructure serviceable addresses, 45,000 partner infrastructure serviceable addresses and 51,000 active accounts under its management as of December 31, 2024.
−Removed: These figures exclude the increase in serviceable addresses and accounts attributable to the Simply Bits acquisition.
+Added: These figures exclude any changes in serviceable addresses and accounts attributable to Simply Bits.
Platform Services
Wavelo's Platform services generated $47.6 million in net revenue during Fiscal 2025, which increased by $7.8 million or 19.6% compared to Fiscal 2024.
−Removed: The increase in Fiscal 2024 net revenue is driven primarily by increased platform revenues earned from a full twelve months of fully loaded revenues from the completed migration of EchoStar's Boost Mobile subscriber base at the end of June 30, 2023.
−Removed: The increased platform fees from EchoStar in the current period are partially offset by a reduction of revenues from Ting flat fee platform fees.
−Removed: Intercompany revenues earned for provision of services on the ISOS and SM platforms between Wavelo and Ting are included in Wavelo's segment revenues for purposes of segment analysis, but are ultimately eliminated upon consolidation.
+Added: The increase in Fiscal 2025 net revenue is driven primarily by incremental revenues from existing customers, EchoStar following contract renewal, Ting subscriber growth, as well as new customers.
+Added: Wavelo revenues continue to benefit from our customers' own subscriber growth.
+Added: Intersegment revenues earned by Wavelo for provision of services on the Wavelo platforms for Ting and Mobile Services are included in Wavelo's segment revenues for purposes of segment analysis, but are ultimately eliminated upon consolidation.
The elimination impact is presented below in Corporate and all other - Mobile services and eliminations.
Other Professional Services
−Removed: During Fiscal 2024, Wavelo's Other Professional Services net revenue decreased by $1.6 million or 100% compared to Fiscal 2023, to less than $0.1 million.
−Removed: These revenues are related to the provision of standalone technology services development for our CSP customers and are non-recurring in nature, and expectantly can fluctuate period over period.
+Added: Wavelo's Other Professional Services net revenue decreased from less than $0.1 million in Fiscal 2024 to NIL million in Fiscal 2025.
+Added: These revenues related to the provision of standalone technology services development for our CSP customers and are non-recurring and often one-time in nature, and accordingly can fluctuate period over period.
These revenues depend on the volume (if any) and scope of standalone technology services development work our customers engage us to perform.
−Removed: In the current period, we performed limited standalone professional services for our customers.
+Added: In the current period, we performed no standalone professional services for our customers.
Tucows Domains
1 unchanged sentence
Wholesale Tucows Domains generated $204.2 million in net revenue during Fiscal 2025, which increased by $7.0 million or 4% compared to Fiscal 2024.
−Removed: The increase from Wholesale domain services was driven primarily by increased domain name transactions and various price increases since Fiscal 2023.
+Added: Increases from Wholesale domain registrations were driven by various passthrough price increases from select registry cost increases since Fiscal 2024, as well as increased recognition of revenue previously deferred, offsetting the lower billings from the decrease in domain names under management.
Together, the OpenSRS, Enom, EPAG and Ascio Domain Services manage 21.5 million domain names under the Tucows, Enom, EPAG and Ascio ICANN registrar accreditations and for other registrars under their own accreditations.
−Removed: Domains under management has decreased by 0.1 million domain names, or less than 1%, since December 31, 2023.
+Added: Domains under management has decreased by 3.0 million domain names, or 12%, since December 31, 2024, driven by some resellers migrating management of their domains in-house.
Wholesale - Value-Added Services
Wholesale value-added services generated $24.0 million in net revenue during Fiscal 2025, which increased by $4.2 million or 21% compared to Fiscal 2024.
−Removed: The increase in value-added service revenue was driven b y strong expiry sales and the inclusion of our storefront operations through the current period, partially offset by lower Digital Certificate revenues.
+Added: The increase in value-added service revenue was driven b y strong expiry auction sales, slightly offset by a small decrease in certificates sales.
Retail domain services generated $38.9 million in net revenue during Fiscal 2025, which increased by $1.3 million or 3% compared to Fiscal 2024.
−Removed: The increase in retail revenue was driven by a large transition of domain names from wholesale to retail, price increases across domain name registrations, strong domain name portfolio sales, and strong Exact Hosting revenues in the current period.
+Added: The increase in retail revenue was primarily driven by passthrough price increases across domain name registrations and RealNames products in Fiscal 2025.
Corporate and all other - Mobile services and eliminations
−Removed: Mobile Services and eliminations generated $8.0 million in net revenue during Fiscal 2024, which increased by $0.4 million or 5% compared to Fiscal 2023.
−Removed: The increase was driven primarily by lower intercompany corporate eliminations of $1.8 million, primarily as a result of decreased revenues associated with inter segment billing between Wavelo and Ting.
−Removed: This was partially offset by decreased revenues of $0.9 million associated with the mobile services and device revenues from the small group of customers retained by the Company as part of the EchoStar Purchase Agreement.
−Removed: This decrease was primarily a result of the organic subscriber churn and plan mix shifting towards lower price point rate plans compared to Fiscal 2023.
−Removed: This was also furthered by decreased transitional services of $0.5 million from a decreased level of dedicated support services provided to EchoStar in connection with the legacy Ting Mobile customer base.
+Added: Mobile Services and eliminations generated $7.4 million in net revenue during Fiscal 2025, which decreased by $0.7 million or 9% compared to Fiscal 2024.
+Added: The decrease was driven by an increase in intersegment corporate eliminations of $0.6 million, primarily as a result of increased revenues associated with platform billing between Wavelo and Ting as well as Wavelo and Mobile Services.
+Added: This was furthered by a decrease of less than $0.1 million associated with the mobile telephony services and device revenues from the small group of customers retained by the Company as part of the EchoStar Purchase Agreement.
+Added: This decrease was primarily a result of the limited subscriber growth and plan mix shifting towards lower price point rate plans compared to Fiscal 2024.
COST OF REVENUES
−Removed: Cost of revenues primarily includes the costs for provisioning high speed Internet access for Ting and its subsidiaries, Cedar and Simply Bits, which is comprised of network access fees paid to third-parties to use their network, leased circuit costs to directly support enterprise customers, the personnel and related expenses (net of capitalization) for the physical planning, design, construction and build out of the physical Fiber network, and as well as personnel and related expenses (net of capitalization) for the installation, activation, repair, maintenance and overall field service delivery of the Ting business.
−Removed: Hardware costs include the cost of equipment sold to end customers, including routers, ONTs, and IPTV products, and any adjustments on this inventory.
+Added: Cost of revenues primarily includes the costs for provisioning high speed Internet access for Ting and its subsidiaries, Cedar and Simply Bits, which is comprised of network access fees paid to third-parties to use their network, leased circuit costs to directly support enterprise customers, the personnel and related expenses (excluding costs eligible for capitalization) for the physical planning, design, construction and build out of the physical Fiber network, as well as personnel and related expenses (excluding costs eligible for capitalization) for the installation, activation, repair, maintenance and overall field service delivery of the Ting business.
Other costs include field vehicle expenses, and small sundry equipment and supplies consumed in building the Fiber network.
+Added: Cost of revenues for construction services relate to costs for the design, construction and installation of a fiber optic network for a specific customer contract.
+Added: Control of the network infrastructure transfers to the customer as it is constructed.
Platform Services
−Removed: Cost of revenues to provide the new MONOS, ISOS and SM platforms, as well as our legacy Platypus ISP Billing software services including network access, provisioning and billing services for CSPs.
+Added: Cost of revenues to provide the MONOS, ISOS and SM platforms, as well as our legacy Platypus ISP Billing software services including network access, provisioning and billing services for CSPs.
This includes the amortization of any capitalized contract fulfillment costs over the period consistent with the pattern of transferring network access, provisioning and billing services to which the cost relates.
−Removed: Additionally, this includes any fees paid to third-party service providers primarily for printing services in connection with the Platypus ISP Billing software.
+Added: Additionally, this includes any costs paid to third-party public cloud hosting or other service providers for customer specific platform deployment or delivery costs.
Other Professional Services
8 unchanged sentences
This accounting treatment reasonably approximates a recognition pattern that corresponds with the provision of the services during the period.
−Removed: Market development funds that do not represent a payment for distinct goods or services provided by the Company, and thus do not meet the criteria for revenue recognition under ASU 2014-09, are reflected as cost of goods sold and are recognized as earned.
+Added: Market development fund rebates, provided by registries as incentives for certain top-level domains, are reflected as a reduction to cost of goods sold in the month they are received.
Wholesale - Value-Added Services
1 unchanged sentence
Fees payable for trust certificates are amortized on a basis consistent with the provision of service, generally one year, while email hosting fees and monthly printing fees are included in cost of revenues in the month they are incurred.
−Removed: Costs of revenues for our provision and management of Internet services through our retail sites, Hover.com and the eNom branded sites, include the amortization of registry fees on a basis consistent with the recognition of revenues from our customers, namely ratably over the term of provision of the service.
+Added: Costs of revenues for our provision and management of Internet services through our retail site, Hover.com, include the amortization of registry fees on a basis consistent with the recognition of revenues from our customers, namely ratably over the term of provision of the service.
Registry fees, the primary component of cost of revenues, are paid in full when the domain is registered, and are recorded as prepaid domain registry fees and are expensed ratably over the renewal term.
−Removed: Costs of revenues for our surname portfolio represent the amortization of registry fees for domains added to our portfolio over the renewal period, which is generally one year, the value attributed under intangible assets to any domain name sold and any impairment charges that may arise from our assessment of our domain name intangible assets.
+Added: Costs of revenues for our surname portfolio represent the amortization of registry fees for domains in our portfolio over the renewal period, which is generally one year, the value attributed under intangible assets to any domain name sold and any impairment charges that may arise from our assessment of our domain name intangible assets.
Corporate and all other - Mobile services and eliminations
5 unchanged sentences
Network expenses
−Removed: Network expenses include personnel and related expenses related to platform and network site reliability engineering, network operations centers, IT infrastructure and supply chain teams that support our various business segments.
+Added: Network expenses include personnel and expenses related to platform and network site reliability engineering, network operations centers, IT infrastructure and supply chain teams that support our various business segments.
It also includes the depreciation and any impairment charges of property and equipment related to our networks and platforms, amortization of any intangible assets related to our networks and platforms, communication and productivity tool costs, and equipment maintenance costs.
4 unchanged sentences
Fiber Internet Services
+Added: Construction services
Platform Services
10 unchanged sentences
Network, depreciation and amortization costs
−Removed: Network, impairment
Increase over prior period
Increase - percentage
+Added: *Corporate and all other includes cost of revenues from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280.
+Added: Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting.
+Added: Intersegment revenues and expenses are eliminated in consolidation.
The following table presents our cost of revenues, as a percentage of total cost of revenues for the periods presented:
1 unchanged sentence
Fiber Internet Services
+Added: Construction services
Platform Services
10 unchanged sentences
Network, depreciation and amortization costs
−Removed: Network, impairment
+Added: *Corporate and all other includes cost of revenues from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280.
+Added: Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting.
+Added: Intersegment revenues and expenses are eliminated in consolidation.
Total cost of revenues for Fiscal 2025 increased by $17.1 million, or 6%, to $296.3 million, from $279.2 million in Fiscal 2024.
−Removed: The increase in cost of revenues was driven by increases across Tucows Domains and mobile service and eliminations by $7.7 million and $2.6 million, respectively.
−Removed: The increase in Tucows Domains of $7.7 million was a result of an increase in domain name transactions and registry side cost increases through the current period.
−Removed: The increase in mobile services and eliminations of $2.6 million was primarily a result of higher mobile telephony services costs due to MNO minimum purchase commitments and plan mix changes in the current period.
−Removed: These increases were partially offset by decreases across Ting, Wavelo, and Network Expenses of $1.4 million, $1.4 million, and $0.9 million, respectively.
−Removed: The decrease in Ting of $1.4 million was primarily a result of decreased costs and savings from the Capital Efficiency Plan executed in October 2024.
−Removed: The decrease in Wavelo of $1.4 million was primarily driven by Other Professional Services, consistent with limited standalone technology development work and revenues in the current period.
−Removed: The decrease in Network Expenses of $0.9 million was primarily due to a decrease in impairment charges within the Ting segment compared to Fiscal 2023, as well as decreased costs and savings from the Capital Efficiency Plan;
+Added: The increase in cost of revenues was driven by increases across Ting, Tucows Domains, and Mobile Services and eliminations by $9.6 million, $5.9 million, and $5.5 million, respectively.
+Added: The increase in Ting of $9.6 million was largely driven by a $3.0 million one-time Ting lease accounting adjustment, as well as lease accounting impacts of the Memphis network lease and construction contract costs in Laguna Woods Village, both of which are new in Fiscal 2025, and cost of revenues associated with growth in active subscribers.
+Added: The increase in Tucows Domains of $5.9 million was primarily a result of cost increases from select registries through the current period.
+Added: The increase in Mobile Services and eliminations of $5.5 million was primarily a result of escalating MNO minimums and plan mix changes in the current period.
+Added: These increases were partially offset by decreases across Network Expenses and Wavelo of $3.7 million and $0.2 million, respectively.
+Added: The decrease in Network Expenses of $3.7 million was primarily driven by decreased people costs following the February 2024 Workforce Reduction and 2024 Capital Efficiency Plan and other restructuring efforts, as well as a decrease in colocation fees following the closure of one colocation data center;
partially offset by an increase in depreciation costs.
−Removed: Deferred costs of fulfillment as of December 31, 2024 increased by $5.9 million, or 5%, to $117.0 million from $111.1 million at December 31, 2023.
−Removed: This increase was driven by Tucows Domains with an increase of $6.5 million as a result of increased domain name transactions and registry cost increases through the current period, consistent with the increase in contract liabilities discussed above.
−Removed: This increase was partially offset by Wavelo, with a decrease of $0.6 million related to the prior year which included Other Professional Services where the deferred costs to fulfill those services were amortized into costs of revenues.
−Removed: In Fiscal 2024, costs related to provisioning high speed Internet access for Ting and its subsidiaries, Cedar and Simply Bits, decreased by $1.4 million, or 7%, to $18.8 million as compared to $20.2 million during Fiscal 2023.
−Removed: The decrease is primarily driven by decreased personnel costs and savings from the Capital Efficiency Plan executed in October 2024.
+Added: The slight decrease in Wavelo of $0.2 million was primarily driven by the savings in customer-specific public cloud hosting costs;
+Added: partially offset by recognition of labor costs to deliver bundled professional services with EchoStar.
+Added: Deferred costs of fulfillment as of December 31, 2025 decreased by $4.0 million, or 3%, to $113.0 million from $117.0 million at December 31, 2024.
+Added: This decrease was driven by Tucows Domains with a decrease of $5.2 million from the decrease in current period billings as a result of a decrease in domain names under management, consistent with the decrease in contract liabilities discussed above.
+Added: This decrease was partially offset by an increase in Ting of $1.2 million related to Laguna Woods Village, California, United States construction contract costs.
+Added: In Fiscal 2025, costs related to provisioning high speed Internet access for customers of Ting and its subsidiaries, Cedar and Simply Bits, increased by $9.6 million, or 51%, to $28.3 million as compared to $18.8 million during Fiscal 2024.
+Added: This increase was primarily driven by a $3.0 million one-time lease accounting adjustments to true up lease expense for three partner network leases, lease accounting impacts of the Memphis network lease, and the Laguna Woods Village construction contract costs, with the remaining variance driven by the subscriber and serviceable address growth across our Fiber network, consistent with the discussion in the Net Revenue section above.
Platform Services
Cost of revenues from Wavelo Platform Services for Fiscal 2025 decreased by $0.1 million, or 11%, to $1.1 million from $1.2 million in Fiscal 2024.
−Removed: This was driven by the complete amortization of previously capitalized costs incurred to fulfill the EchoStar Master Services Agreement ("MSA") over the initial term of the agreement, which ended in July 2024.
+Added: This decrease was driven by savings in customer specific public cloud hosting costs, and partially offset by recognition of labor costs to deliver bundled professional services with EchoStar.
Other Professional Services
−Removed: Cost of revenues from Other Professional Services for Fiscal 2024 decreased by $1.3 million, or 100%, to less than $0.1 million as compared to $1.3 million in Fiscal 2023.
+Added: Cost of revenues from Other Professional Services for Fiscal 2025 decreased from less than $0.1 million in Fiscal 2024 to NIL million in the current period.
Cost of revenues to provide other professional services change depending on the nature and scope of work we are engaged to perform for our customers for select statements of work.
−Removed: The cost of revenues depend on the volume (if any) and scope of standalone technology services development work our customers engage us to perform.
−Removed: In the current period, we performed limited standalone professional services for our customers.
−Removed: The decrease is aligned to the decrease in Net Revenues discussed above.
+Added: These cost of revenues depend on the volume (if any) and scope of standalone technology services development work our customers engage us to perform.
+Added: In the current period, we performed no standalone professional services for our customers.
+Added: The decrease is aligned to the decrease in Net Revenues from other professional services discussed above.
Domain Services
1 unchanged sentence
Costs for Wholesale domain services for Fiscal 2025 increased by $5.6 million, or 4%, to $164.0 million as compared to $158.4 million in Fiscal 2024.
−Removed: Increases from Wholesale domain services were primarily driven by increased domain name transactions and various registry gTLD cost increases since Fiscal 2023.
+Added: Increases from Wholesale domain services were primarily driven by various registry gTLD cost increases since Fiscal 2024, as well as increased recognition of costs previously deferred, driven by lower billings due to a decrease in domain names under management.
The increase is aligned to the increase in Net Revenues discussed above.
1 unchanged sentence
Costs for wholesale value-added services for Fiscal 2025 decreased by $0.2 million, or 12%, to $1.8 million as compared to $2.1 million in Fiscal 2024.
−Removed: The decrease was driven b y decreased costs related to the Digital Certificate revenue stream, and was partially offset by the inclusion of our storefront operations, consistent with the Net Revenues discussion above.
−Removed: Costs for retail domain services for Fiscal 2024 increased by $0.1 million, or less than 1%, to $16.6 million as compared to $16.5 million in Fiscal 2023.
+Added: This decrease was driven b y the slight decrease in certificates sales, aligned to the discussion in Net Revenues above.
+Added: Costs for retail domain services for Fiscal 2025 increased by $0.6 million, or 3%, to $17.2 million as compared to $16.6 million in Fiscal 2024.
+Added: Increases were driven by various registry gTLD cost increases.
Corporate and all other - Mobile services and eliminations
Cost of revenues from Mobile Services and Eliminations for Fiscal 2025 increased by $5.5 million, or 44%, to $18.2 million as compared to $12.6 million in Fiscal 2024.
−Removed: The increase is driven by increased costs associated with mobile services from the small group of customers retained by the Company as part of the EchoStar Purchase Agreement due to MNO minimum purchase commitments and plan mix changes towards unlimited plans.
−Removed: The Company accrued $1.3 million in penalties associated with the MNO minimum commitment shortfall in Fiscal 2024, as compared to $0.3 million in Fiscal 2023.
−Removed: The company expects to continue to incur penalties in Fiscal 2025 and thereafter should limited subscriber growth persist.
+Added: The increase is primarily driven by increased costs associated with mobile telephony services from the small group of customers retained by the Company as part of the EchoStar Purchase Agreement due to escalating MNO minimum commitments, and to a lesser extent changes in usage patterns.
+Added: The Company incurred $4.5 million of penalties associated with the MNO minimum commitment shortfall in Fiscal 2025, as compared to $1.8 million in Fiscal 2024.
+Added: The Company expects to incur penalties through January 2026, at which point the initial term of the contract is complete.
+Added: The contract will automatically continue month-to-month thereafter, with no expected penalties in the month-to-month arrangement.
This was partially offset by a decrease in transitional services costs provided to EchoStar in connection with the legacy Ting Mobile customer base, consistent with the above discussion around Net Revenues.
1 unchanged sentence
Network costs for Fiscal 2025 decreased by $3.7 million, or 5% to $65.8 million as compared to $69.5 million in Fiscal 2024.
−Removed: The current period decrease was primarily driven by decreased normal course network impairment charges of $3.4 million for Ting cable plant, asset under construction and capital inventory compared to Fiscal 2023.
−Removed: The current period decrease was furthered by a decrease in network costs of $1.5 million driven by savings related to the Capital Efficiency Plan, executed in October 2024.
−Removed: This was offset by increased network depreciation of $4.0 million, consisting of $3.1 million in incremental depreciation from Ting's expansion of our Ting Internet footprint to new Ting towns throughout the United States, $0.8 million in incremental depreciation of Wavelo's platform assets, and $0.1 million in incremental depreciation related to Tucows Domains and Corporate.
+Added: The current period decrease was primarily driven by $4.5 million in personnel related cost savings resulting from the 2024 February Workforce Reduction and the 2024 Capital Efficiency Plan, executed in October 2024, as well as other restructuring efforts.
+Added: This was furthered by a $0.9 million decrease in colocation fees following the closure of one colocation data center, and a $0.6 million decrease in impairment (for a total of $0.8 million of impairment in Fiscal 2025, related to obsolete and damaged materials and supplies held for capital projects).
+Added: These decreases were offset by an increase in network depreciation of $1.4 million.
SALES AND MARKETING
9 unchanged sentences
Sales and marketing expenses for Fiscal 2025 decreased by $11.0 million, or 19%, to $48.4 million as compared to Fiscal 2024.
−Removed: The decrease was primarily driven by reduced marketing and customer acquisition related spend from Ting, as the segment looked to measure and optimize channel spending.
−Removed: These savings were furthered by reduced personnel costs following the Capital Efficiency Plan.
−Removed: Excluding movements in exchange rates, we expect sales and marketing expenses for Fiscal 2025 to decrease in absolute dollars, with lower personnel costs through the year due to lower headcount and as we adjust our marketing programs to optimize channel spending.
+Added: The decrease was primarily driven by reduced personnel costs following the 2024 February Workforce Reduction and the 2024 Capital Efficiency Plan, as well as Ting's reduced marketing and customer acquisition spend as the segment looks to measure and optimize channel spending.
+Added: This decrease was also furthered by reduced Ting facilities expenses (reclassified to General & Administrative in Fiscal 2025 on a prospective basis).
+Added: Excluding movements in exchange rates and the unknown outcome of the process to review strategic alternatives for the Ting business , we expect sales and marketing expenses for Fiscal 2026, for the Tucows businesses excluding Ting to increase in absolute dollars, as we adjust our marketing programs to facilitate the continued expansion of our operations.
+Added: If the Ting strategic process does not result in a successful transaction, or if it is delayed or abandoned, Ting would be required to implement significant operational changes to preserve liquidity which could include substantial reductions in operating expenses, including further reduction to sales and marketing expenses.
TECHNICAL OPERATIONS AND DEVELOPMENT
1 unchanged sentence
This includes expenses incurred in the research, design and development of technology that we use to register domain names, provide Wavelo's platform services, provide Ting's Internet Services, email, retail, domain portfolio and other Internet services.
−Removed: All technical operations and development costs are expensed as incurred.
+Added: All technical operations and development costs are expensed as incurred, unless eligible for capitalization as internal use software.
(Dollar amounts in thousands of U.S.
5 unchanged sentences
Technical operations and development expenses for Fiscal 2025 decreased by $0.8 million, or 4%, to $17.8 million as compared to Fiscal 2024.
−Removed: The decrease was primarily driven by reduced contracted services spending for tools, systems, and labor to support the technical operations and development of our systems and platforms, lower network connectivity and co-location costs.
−Removed: These decreases were partially offset by savings in personnel costs following the Capital Efficiency Plan.
−Removed: Excluding movements in exchange rates, we expect technical operations and development expenses for Fiscal 2025, in absolute dollars, to increase when compared to Fiscal 2024 to support the ongoing growth in our operations.
+Added: The decrease was primarily driven by reduced personnel costs following the 2024 Capital Efficiency Plan, as well as reduced contracted services spending for tools, systems, and labor to support the technical operations and development of our systems and platforms.
+Added: Excluding movements in exchange rates and the unknown outcome of the process to review strategic alternatives for the Ting business , we expect technical operations and development expenses for Fiscal 2026 for the Tucows businesses excluding Ting to increase in absolute dollars, as we adjust our technical programs to facilitate the continued expansion of our operations.
+Added: If the Ting strategic process does not result in a successful transaction, or if it is delayed or abandoned, Ting would be required to implement significant operational changes to preserve liquidity which could include substantial reductions in operating expenses, including further reduction to technical operations and development expenses.
GENERAL AND ADMINISTRATIVE
7 unchanged sentences
General and administrative expenses for Fiscal 2025 increased by $5.8 million, or 16%, to $42.9 million as compared to Fiscal 2024.
−Removed: The increase was primarily driven by increased professional fees incurred in the current period and increased spending on tooling and software to support general and administrative functions.
−Removed: The increase was furthered by slight increases in credit card processing fees and bad debt expense as teams re-assess provisions against collectability.
−Removed: These increases were partially offset by some savings relating to the Capital Efficiency Plan.
−Removed: Excluding movements in exchange rates, we expect general and administrative expenses for Fiscal 2025, in absolute dollars, to increase when compared to Fiscal 2024 largely to support the growth of our business.
+Added: The increase was primarily driven by Ting facilities expenses (reclassified from Sales and Marketing in Fiscal 2025 on a prospective basis), leadership severance costs, and increased miscellaneous costs to support general and administrative functions.
+Added: These increases were partially offset by some personnel savings relating to the 2024 February Workforce Reduction and the 2024 Capital Efficiency Plan and lower professional services fees incurred in the current period.
+Added: Excluding movements in exchange rates and the unknown outcome of the process to review strategic alternatives for the Ting business to address its ongoing liquidity requirements , we expect general and administrative expenses for Fiscal 2026 for the Tucows businesses excluding Ting to increase in absolute dollars, as we adjust our general & administrative spending to facilitate the continued expansion of our operations.
+Added: If the Ting strategic process does not result in a successful transaction, or if it is delayed or abandoned, Ting would be required to implement significant operational changes to preserve liquidity which could include substantial reductions in operating expenses, including further reduction to general and administrative expenses.
IMPAIRMENT AND RESTRUCTURING
3 unchanged sentences
Restructuring charges
−Removed: Increase over prior period
−Removed: Increase - percentage
+Added: Decrease over prior period
+Added: Decrease - percentage
Percentage of net revenues
−Removed: During the year ended December 31, 2024, as part of the October 2024 Capital Efficiency Plan, the Company recorded an impairment loss of $17.7 million related to Assets Under Construction and Capital Inventory.
+Added: Impairment and restructuring decreased by $18.0 million, or 63%, to $10.7 million as compared to Fiscal 2024.
+Added: During Fiscal 2025, the Company recorded an impairment loss of $10.7 million primarily related to abandoned materials and supplies held for capital projects, as well as impairment of right-of-use operating lease assets.
+Added: This is down from Fiscal 2024, where the Company recorded an impairment loss of $17.7 million related to assets under construction and materials and supplies held for capital projects.
These assets were deemed no longer necessary for future operations following the implementation of the 2024 Capital Efficiency Plan, which included the decision to cease new market expansions in select Ting markets.
−Removed: This impairment loss was accounted for under ASC 420 - Exit or Disposal Cost Obligations.
−Removed: During the year ended December 31, 2024, the Company also incurred $11.0 million in one-time costs related to both the February 2024 Workforce Reduction and October 2024 Capital Efficiency Plan restructurings, which were both accounted for under
+Added: During the year ended December 31, 2024, the Company also incurred $11.0 million in one-time costs related to both the February 2024 Workforce Reduction and the 2024 Capital Efficiency Plan restructurings, which were both accounted for under
ASC 420 - Exit or Disposal Cost Obligations.
−Removed: These costs associated with the Workforce Reduction and Capital Efficiency Plan predominantly consisted of termination benefits for the terminated employees associated with the restructuring, continuation of benefits, outplacement costs, and professional services.
+Added: These costs associated with the February 2024 Workforce Reduction and 2024 Capital Efficiency Plan predominantly consisted of termination benefits for the terminated employees associated with the restructuring, continuation of benefits, outplacement costs, and professional services.
+Added: No such restructuring charges or events were incurred in Fiscal 2025.
DEPRECIATION OF PROPERTY AND EQUIPMENT
5 unchanged sentences
Percentage of net revenues
−Removed: Depreciation costs for Fiscal 2024 decreased by less than $0.1 million to $0.5 million as compared to Fiscal 2023.
+Added: Depreciation costs for Fiscal 2025 decreased by $0.1 million to $0.3 million as compared to Fiscal 2024.
The slight decrease was due to lower additions to property and equipment in Fiscal 2025 while additions from prior years became fully depreciated.
7 unchanged sentences
Amortization of intangible assets for Fiscal 2025 decreased by $0.6 million, or 16%, to $3.2 million as compared to Fiscal 2024.
−Removed: This decrease in amortization was a driven by the completed amortization of customer relationships associated with the Company's Fiscal 2017 acquisition of eNom.
−Removed: The amortization of the related assets was completed in January 2024.
+Added: This decrease was driven by the completed amortization of Tucows Delaware brand assets acquired in Fiscal 2005, which was completed in March 2025.
+Added: The decrease was furthered by the completed amortization of customer relationships associated with the Company's Fiscal 2017 acquisition of Enom, which was completed in January 2024, as well as disposition of select customer relationship assets in Cedar Networks, acquired in Fiscal 2020.
Network rights, brand and customer relationships acquired in connection with the following acquisitions are amortized on a straight-line basis over a range of two to seven years:
−Removed: eNom in January 2017, Ascio in March of 2019, Cedar in January 2020 and Simply Bits in November 2021.
+Added: Enom in January 2017, Ascio in March 2019, Cedar in January 2020 and Simply Bits in November 2021.
+Added: GAIN ON DISPOSITION OF PROPERTY AND EQUIPMENT
+Added: (Dollar amounts in thousands of U.S.
+Added: Year ended December 31,
+Added: Gain on disposition of property and equipment
+Added: Decrease over prior period
+Added: Decrease - percentage
+Added: Percentage of net revenues
+Added: During Fiscal 2025, the Company recorded gains on disposition of property and equipment of $5.9 million.
+Added: This was primarily driven by a $5.1 million gain related to the sale of Ting assets under construction and materials and supplies held for capital projects, and furthered by a $0.4 million gain on Ting vehicle sales.
+Added: There were no such dispositions in Fiscal 2024.
OTHER INCOME (EXPENSES)
5 unchanged sentences
Percentage of net revenues
−Removed: Other income (expense) increased by $2.6 million when compared to Fiscal 2023.
−Removed: The increase was primarily driven by the absence of loss on debt extinguishment, related to the make-whole premium paid to Generate following the redemption of Series A Preferred Units in the three months ended September 30, 2023.
−Removed: The increase was furthered by a slight increase in other income due to the inclusion of Orange Domains joint venture and sublease rental income received in the current period.
−Removed: The increase was partially offset by higher net interest expense as a result of the inclusion of interest associated with the 2023 and 2024 Term Notes, an increase due to the absence of interest rate swap contracts in the current period, and lower interest expense capitalization associated with Fiber network assets under construction;
−Removed: partially offset by reduction in interest related to the Credit Facility for the Tucows businesses excluding Ting and the inclusion of interest income following the execution of Ting's 2023 and 2024 Term Notes.
−Removed: Income earned on sale of Transferred Assets to EchoStar decreased as a result of legacy customers naturally churning, as expected.
+Added: Other income (expense) decreased by $7.0 million when compared to Fiscal 2024.
+Added: The decrease in income was primarily driven by higher net interest expense, lower income earned on sale of Transferred Assets to EchoStar (as defined in "Note 17.
+Added: Other Income (Expenses)" to the Consolidated Financial Statements), and lower other income.
+Added: Net interest expense increased by $4.0 million, driven by the inclusion of $2.6 million interest expense associated with the 2023 and 2024 Term Notes, a $1.9 million increase due to lower interest expense capitalization associated with Fiber network assets under construction, a $1.2 million increase due to reduced money market fund interest income from falling interest rates, and a $1.0 million increase in interest expense associated with the Unit Purchase Agreement with Generate;
+Added: partially offset by a $2.8 million decrease in interest expense related to the Credit Facility for the Tucows businesses excluding Ting due to the reduction in outstanding principal balance.
+Added: Other Income decreased by $2.3 million due to a decrease in income earned on the sale of transferred assets to EchoStar as a result of normal churn, as expected.
+Added: Other income also decreased by $0.6 million driven by the share of the current period impact in the Orange Domains equity-method investment.
The following table presents our provision for income taxes for the periods presented:
5 unchanged sentences
Effective tax rate
−Removed: Income taxes increased by $14.8 million and the effective tax rate decreased from 7% to (8%) when compared to the year ended December 31, 2023.
−Removed: The change in effective tax rate is primarily due an increase in valuation allowance on net operating losses, which exceeded the impact of existing reversible temporary differences when compared to the same period in the prior year.
−Removed: A reconciliation of the federal statutory income tax rate to our effective tax rate is set forth in “Note 9 – Income Taxes” of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
+Added: Income taxes increased by $0.5 million and the effective tax rate, expressed as a percentage of the loss before provision for income taxes, changed from (8%) for the year ended December 31, 2024 to (13%) for the year ended December 31, 2025.
+Added: For the year ended December 31, 2025, we recorded an income tax expense of $8.5 million (2024 - $8.0 million).
+Added: Our effective tax rate for the year ended December 31, 2025 of (13%) differs from the federal statutory income tax rate of 21%, primarily due to a net increase in the valuation allowances related to deferred taxes and tax owing on foreign earnings.
+Added: A reconciliation of the federal statutory income tax rate to our effective tax rate is set forth in “Note 9.
+Added: Income Taxes” to the Consolidated Financial Statements.
ADJUSTED EBITDA
−Removed: We believe that the provision of this supplemental non-GAAP financial measure allows investors to evaluate the operational and financial performance of our core business using similar evaluation measures to those used by management.
+Added: We believe that the provision of this non-GAAP measure allows investors to evaluate the operational and financial performance of our core business using similar evaluation measures to those used by management.
We use Adjusted EBITDA to measure our performance and prepare our budgets.
−Removed: Since Adjusted EBITDA is a non-GAAP financial measure, our calculation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP.
+Added: Since Adjusted EBITDA is a non-GAAP financial performance measure, our calculation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP.
Because Adjusted EBITDA is calculated before recurring cash charges, including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a liquidity measure.
−Removed: For liquidity measures, see the Consolidated Statements of Cash Flows included in Part II, Item 8 of this Annual Report.
+Added: For liquidity measures, see the Consolidated Statements of Cash Flows and the "Liquidity and Capital Resources" section below.
Non-GAAP financial measures do not reflect a comprehensive system of accounting and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies and/or analysts and may differ from period to period.
1 unchanged sentence
Tucows strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure.
−Removed: Our Adjusted EBITDA definition excludes provision for income tax, depreciation, amortization of intangible assets, asset impairment, interest expense (net), loss on debt extinguishment, accretion of contingent liabilities, stock-based compensation, gains and losses from unrealized foreign currency transactions and costs that are one-time in nature and not indicative of on-going performance (profitability), including acquisition and transition costs.
+Added: Our Adjusted EBITDA definition excludes provision for income tax, depreciation, amortization of intangible assets, asset impairment, interest expense (net), loss on debt extinguishment, accretion of contingent liabilities, stock-based compensation, gains and losses from unrealized foreign currency transactions, and costs that are one-time in nature and not indicative of ongoing performance (profitability), including acquisition and transition costs.
Gains and losses from unrealized foreign currency transactions removes the unrealized effect of the change in the mark-to-market values on outstanding foreign currency contracts not designated in accounting hedges, as well as the unrealized effect from the translation of monetary accounts denominated in non-U.S.
1 unchanged sentence
The following table reconciles net income to Adjusted EBITDA:
−Removed: Reconciliation of Income before Provision for Income Taxes to Adjusted EBITDA
+Added: Reconciliation of Net Loss to Adjusted EBITDA
Twelve months ended December 31,
−Removed: (In Thousands of US Dollars)
−Removed: Net Income (Loss) for the period
+Added: (In Thousands of U.S.
+Added: Net Loss for the period
Provision for income taxes
Depreciation of property and equipment
−Removed: Impairment and loss on disposition of property and equipment
+Added: Impairment of property and equipment
+Added: Loss (gain) on disposition of property and equipment
Amortization of intangible assets
7 unchanged sentences
Adjusted EBITDA
−Removed: 1 Acquisition and other costs represent transaction-related expenses, transitional expenses, such as redundant post-acquisition expenses.
+Added: 1 Acquisition and other costs represent transaction-related expenses and transitional expenses.
Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.
−Removed: Segment Adjusted EBITDA for the year ended December 31, 2024 increased by $19.4 million, or 125% to $34.9 million when compared to the year ended December 31, 2023.
−Removed: The increase in segment Adjusted EBITDA from period-to-period was primarily driven by increases in Ting, Wavelo, and Tucows Domains.
−Removed: Ting contribution, which excludes the restructuring impact of the February 2024 workforce reduction and 2024 Capital Efficiency Plan, increased $21.6 million, primarily driven by subscriber growth across the markets we serve as well, the reduction in spend across sales and marketing activities, and reduced personnel costs due to the execution of the Capital Efficiency Plan.
−Removed: The Wavelo contribution increased $3.2 million primarily driven by increased platform revenues earned from the increased level of EchoStar subscribers on the platform throughout Fiscal 2024, compared to prior year where migrations of EchoStar subscribers were still occurring.
−Removed: Tucows Domains contributions increased by $1.8 million from strong wholesale, expiry, and portfolio sales through the current period, as well as the inclusion of Orange Domains joint venture.
−Removed: These increases in segment Adjusted EBITDA were partially offset by decreases across Mobile Services and eliminations.
−Removed: Mobile Services and eliminations contributions decreased $7.2 million primarily from the decrease in income earned on sale of Transferred Assets to EchoStar, increasing MNO minimum purchase obligations, as well as increased professional services fees;
−Removed: partially offset by reduced personnel costs due to the execution of the Capital Efficiency Plan.
+Added: Adjusted EBITDA for the year ended December 31, 2025 increased by $15.7 million, or 45% to $50.6 million when compared to the year ended December 31, 2024.
+Added: The increase in Adjusted EBITDA was primarily driven by the Ting, Tucows Domains, and Wavelo segments.
+Added: Adjusted EBITDA attributable to the Ting segment, which excludes the restructuring impacts of the February 2024 Workforce Reduction and 2024 Capital Efficiency Plan, improved by $16.3 million, primarily driven by subscriber growth across the markets we serve, recognition of previously deferred contract liabilities for new construction, the reduction in spend across sales and marketing activities, and reduced personnel costs due to the savings realized from the execution of the 2024 Capital Efficiency Plan, and to a lesser extent, the February 2024 Workforce Reduction.
+Added: Adjusted EBITDA attributable to the Tucows Domains segment increased by $4.3 million from strong expiry and wholesale results through the current period.
+Added: Adjusted EBITDA attributable to the Wavelo segment increased $3.7 million, primarily driven by the recognition of incremental revenues from both existing and new customers.
+Added: These increases in Adjusted EBITDA were partially offset by a decrease in Mobile Services and eliminations contribution of $8.6 million, primarily from increasing MNO minimum purchase obligation related penalties and a decrease in income earned on sale of Transferred Assets to EchoStar;
+Added: partially offset by reduced personnel costs with the execution of the 2024 Capital Efficiency Plan.
LIQUIDITY AND CAPITAL RESOURCES
−Removed: As of December 31, 2024, our cash and cash equivalents balance decreased $35.8 million, our funds held by trustee balance increased by $1.0 million, and our secured notes reserve funds balance increased by $3.1 million, respectively, when compared to December 31, 2023.
−Removed: The decrease in our cash balance was primarily driven by $56.5 million for the continued investment in property and equipment primarily driven by Ting Internet expansion and both Wavelo and Domains platforms, $19.7 million from cash used in operating activities, $16.5 million related to the repayment of the 2023 Credit Facility, $2.0 million related to deferred notes payable financing costs, and $0.6 million related to the acquisition of intangible assets.
−Removed: These uses of cash were partially offset by $63.0 million proceeds from the issuance of additional notes payable for Ting Internet (as defined in "Note 8 - Notes Payable") and $0.5 million from proceeds on disposal of property and equipment.
+Added: As of December 31, 2025, our cash and cash equivalents balance decreased $10.1 million, restricted cash included in funds held by trustee increased by $0.7 million, and our secured notes reserve funds balance increased by $0.5 million, respectively, when compared to December 31, 2024.
+Added: The decrease in our cash balance was primarily driven by $5.8 million from cash used in operating activities, $5.0 million related to the repayment of the 2023 Credit Facility, $0.4 million in financing costs related to the extension of the 2023 Credit Facility, $17.1 million for additions to property and equipment, and $0.2 million related to the acquisition of intangible assets.
+Added: These uses of cash were partially offset by $19.5 million proceeds on disposal of property and equipment.
+Added: As of December 31, 2025, our total current liabilities increased by $130.6 million to $330.4 million when compared to December 31, 2024.
+Added: This was primarily the result of the reclassification of the redeemable preferred units of $137.0M to current liabilities following the Return Breach and Trigger Event asserted by Generate in December 2025 as outlined in "Note 13.
+Added: Redeemable Preferred Units" to the Consolidated Financial Statements.
+Added: This reclassification reflects the possibility that Generate could make a Redemption Request;
+Added: however, as of the date of this report, no such request has been submitted.
+Added: Ting operates as a bankruptcy-remote subsidiary, and its indebtedness has no recourse to Tucows Inc.
+Added: or its other subsidiaries.
+Added: Contract liabilities, current portion, decreased $4.1 million to $131.6 million.
+Added: Contract liabilities represent amounts billed to customers in advance for domain registrations and other services that will be recognized as revenue over future service periods.
+Added: Associated deferred costs of fulfillment, current portion are presented in current assets and similarly decreased by $4.3 million to $97.2 million.
+Added: Excluding these amounts, total current liabilities decreased by $2.3 million to $61.9 million, driven by a $1.2 million decrease in our foreign currency derivative liability associated with our foreign currency hedge, and other working capital movements.
2024 Ting Securitized Financing Facility
8 unchanged sentences
The legal final maturity date of the 2024 Term Notes is in August of 2054, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment date of the 2024 Term Notes will be in August 2029.
−Removed: If the Issuer has not repaid or refinanced the 2024 Term Notes prior to the anticipated repayment date, additional interest will accrue on the 2024 Term Notes in an amount equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of the following exceeds the original interest rate of such 2024 Term Note (i) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on such anticipated repayment date of the United States Treasury Security having a term closest to 10 years, plus (ii) 5.00%, plus (iii) (x) for the 2024 Class A-2 Notes, 2.00%, (y) for the 2024 Class B Notes, 3.25% and (z) for the 2024 Class C Notes, 7.00%.
+Added: If the Issuer has not repaid or refinanced the 2024 Term Notes prior to the anticipated repayment date, additional interest will accrue on the 2024 Term Notes in an amount equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of the following exceeds the original interest rate of such 2024 Term Note (i) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on such anticipated repayment date of the United States Treasury Security having a term closest to 10 years, plus (ii) 5.00%, plus (iii) for the 2024 Class A-2 Notes, 2.00% ,for the 2024 Class B Notes, 3.25%, for the 2024 Class C Notes, 7.00%.
Please see the discussion in the Material Cash Requirements section below.
2023 Credit Facility
−Removed: On September 22, 2023, the Borrowers and certain other subsidiaries of the Company, as guarantors, entered into the 2023 Credit Agreement with Bank of Montreal, as administrative agent (“BMO” or the “Agent”), and the lenders party thereto, to, among other things, provide the Borrowers with the 2023 Credit Facility in an aggregate amount not to exceed $240 million.
+Added: On September 22, 2023, the Company and its wholly owned subsidiaries, Tucows.com Co., Ting Inc., Tucows (Delaware) Inc., Wavelo, Inc.
+Added: and Tucows (Emerald), LLC (each, a “Borrower” and together, the “Borrowers”) and certain other subsidiaries of the Company, as guarantors, entered into the 2023 Credit Agreement (the “2023 Credit Facility”) with Bank of Montreal, as administrative agent (“BMO” or the “Agent”), and the lenders party thereto, to, among other things, provide the Borrowers with the 2023 Credit Facility in an aggregate amount not to exceed $240 million.
The Borrowers may request an increase to the 2023 Credit Facility through new commitments of up to $60M if the Total Funded Debt to Adjusted EBITDA Ratio (as defined in the 2023 Credit Agreement) is less than 3.75:1.00.
−Removed: The Credit Facility expires on September 22, 2026, which is the third anniversary of the effective date of the 2023 Credit Facility.
+Added: The Credit Facility was originally due to expire on September 22, 2026.
+Added: On September 8, 2025, the Borrowers entered into a one-year Extension Agreement (the "Extension Agreement").
+Added: The Extension Agreement extends the term of the 2023 Credit Agreement through September 22, 2027.
+Added: The material terms of the 2023 Credit Agreement remain unchanged;
+Added: however, the Extension Agreement amends certain definitions relating to the treatment of specified expenses in the calculation of Adjusted EBITDA for purposes of the Total Funded Debt to Adjusted EBITDA Ratio financial covenant.
+Added: In connection with the Extension Agreement, the Company incurred $0.4 million of fees paid to the Lenders.
+Added: These fees have been reflected as reduction to the carrying amount of the loan payable and will be amortized over the extended term to September 2027.
The 2023 Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default.
1 unchanged sentence
In addition, the Company has agreed to comply with the following financial covenants:
−Removed: (1) a leverage ratio by maintaining at all times a Total Funded Debt to Adjusted EBITDA Ratio of not more than (i) 4.50:1:00 at any time from and after the Closing Date to and including December 30, 2023; (ii) 4.25:1:00 from December 31, 2023 to and including March 30, 2024; (iii) 4.00:1.00 from March 31, 2024 to and including June 29, 2024; and (iv) 3.75:1.00 thereafter; and (2) an interest coverage ratio by maintaining as of the end of each rolling four financial quarter period, an Interest Coverage Ratio (as defined in the 2023 Credit Agreement) of not less than 3.00:1.00.
−Removed: As at December 31, 2024, the Company's leverage ratio was 3.26:1.00 and Interest Coverage Ratio was 3.50:1.00.
−Removed: Third Amended 2019 Credit Facility
−Removed: In connection with entering into the 2023 Credit Agreement, on September 22, 2023, the Company paid off the principal balance, including accrued interest thereon, of the revolving loans outstanding under the Third Amended and Restated Credit Agreement (the “RBC Credit Agreement”), dated as of August 8, 2022, as amended, by and among the Company, certain subsidiaries of the Company as borrowers, certain other subsidiaries of the Company as guarantors, Royal Bank of Canada, as administrative agent (“RBC”), and the lenders party thereto, pursuant to which Tucows’ prior credit facility that provided the Borrowers with a $240 million revolving credit facility (the "2019 Credit Facility").
−Removed: The RBC Credit Agreement automatically terminated upon the receipt by RBC of certain backstop letters of credit to be delivered by BMO.
−Removed: During Fiscal 2024, the Company made net repayments of $16.5 million towards the 2023 Credit Facility and the previous facility.
+Added: (1) a leverage ratio by maintaining at all times a Total Funded Debt to Adjusted EBITDA Ratio of not more than 3.75:1:00; and (2) an interest coverage ratio by maintaining as of the end of each rolling four financial quarter period, an Interest Coverage Ratio (as defined in the 2023 Credit Agreement) of not less than 3.00:1.00.
+Added: As of December 31, 2025, the Company's leverage ratio was 3.12:1.00 and Interest Coverage Ratio was 4.17:1.00.
+Added: During Fiscal 2025, the Company made net repayments of $5.0 million towards the 2023 Credit Facility.
The Company ended December 31, 2025 with a remaining principal balance of $190.4 million, for which the required repayment is due in 2027.
4 unchanged sentences
Year ended December 31, 2025
−Removed: Net cash inflows (outflows) from operating activities were ($19.7) million, a decrease of (310%) when compared to the prior year.
−Removed: After adjusting for non-cash charges, the Company reported a net loss of ($23.7) million during Fiscal 2024 , a decrease of (38%) when compared to the prior year.
−Removed: Net income included non-cash charges and recoveries of $86.1 million including depreciation, impairment of property and equipment, accretion of redeemable preferred units, stock-based compensation, amortization of intangible assets, amortization of debt discount and issuance costs, deferred income taxes (recovery), loss (gain) on disposal of assets, net amortization of contract costs, loss on disposal of domain names, undistributed earnings of equity method investee, and net right of use operating asset or liability.
−Removed: In addition, changes in our working capital contributed to a net cash inflow of $4.0 million.
−Removed: Positive contributions of $16.4 million from movements in contract liabilities, inventory, accrued liabilities, contract asset, accounts receivable, prepaid expenses and deposits, and accreditation fees payable, were partially offset by utilized cash of $12.5 million from the changes in deferred costs of fulfillment, accounts payable, customer deposits, and income taxes recoverable.
+Added: Net cash outflows from operating activities during Fiscal 2025 totaled $5.8 million, compared to net cash outflows of $19.7 million in the prior year, reflecting a 71% decrease.
+Added: Net loss was $75.8 million, and included non-cash charges and recoveries of $77.9 million including depreciation and amortization, accretion of redeemable preferred units, impairment of property and equipment, stock-based compensation, loss (gain) on disposal of assets, amortization of debt discount and issuance costs, and deferred income taxes (recovery).
+Added: This was offset by changes in our working capital, which resulted in a net cash outflow of $15.3 million from cash utilization of $19.2 million driven by prepaid expenses and deposits, accounts payable and accrued liabilities, contract liabilities and accounts receivable;
+Added: partially offset by positive contributions of $3.9 million from movements in deferred costs of fulfillment.
+Added: This impact was partially offset by changes from other operating assets and liabilities of $7.5 million, including changes in contract assets, inventory, income taxes recoverable, customer deposits and accreditation fees payable.
Cash Flow from Financing Activities
1 unchanged sentence
from financing activities during Fiscal
−Removed: million as compared to cash
−Removed: million during Fiscal
−Removed: Total cash inflows were driven by $63.0 million of proceeds from the issuance of notes payable
−Removed: and less than $0.1 million from proceeds received on exercise of stock options .
−Removed: These cash inflows were partially offset by $16.5 million related to the repayment of the syndicate revolver, $2.0 million from deferred notes payable financing costs, and less than $0.1 million related to the syndicate revolver issued.
+Added: million, compared to net cash inflows of $44.5 million in the prior year, reflecting a $49.9 million year-over-year change
+Added: Total cash outflows were driven by $5.0 million related to the repayment of the syndicate revolver and $0.4 million related to the syndicate revolver issued.
+Added: These were partially offset cash inflows of
+Added: less than $0.1 million from proceeds received on exercise of stock options .
Cash Flow from Investing Activities
Year ended December 31, 2025
−Removed: Investing activities during the Fiscal 2024 used net cash of $56.5 million as compared to using $92.6 million during Fiscal 2023 .
−Removed: Total cash outflows were driven by $56.5 million related to the investment in property and equipment, primarily to support the continued expansion of our Ting Internet Fiber network footprints in Colorado, North Carolina, California, and Virginia as we seek to extend both our current network and expand to new markets, as well as $0.6 million for the acquisition of other intangible assets.
−Removed: These cash outflows were partially offset by $0.5 million of proceeds on disposal of property and equipment.
+Added: Net cash inflows from investing activities during the Fiscal 2025 totaled $2.2 million, compared to net cash outflows of $56.5 million in the prior year, reflecting a $58.7 million year-over-year change.
+Added: Total cash inflows were driven by $19.5 million of proceeds on disposal of property and equipment.
+Added: These were offset by $17.1 million cash outflows related to the investment in property and equipment, primarily to support the continued expansion of our Ting Internet Fiber network footprints in Colorado, North Carolina, and California, as well as $0.2 million for the acquisition of other intangible assets.
Material Cash Requirements
At December 31, 2025, the Company's cash and cash equivalents, restricted cash and secured notes reserve funds balances totaled $64.2 million, of which $41.3 million belonged to Ting and $22.9 million belonged to the other Tucows businesses.
−Removed: In our 2023 Annual Report, we disclosed our material cash requirements of both the Ting segment and Tucows businesses excluding Ting.
−Removed: As of December 31, 2024, aside from the items mentioned below, there have been no other material changes to our material cash requirements outside the ordinary course of business.
−Removed: As of December 31, 2024, the balance owing on the Unit Purchase Agreement was $122.2 million ("Note 13 - Redeemable preferred units" of the Notes to the Consolidated Financial Statements included in Part I, of this report).
−Removed: On May 4, 2023, Tucows, through its indirect and wholly owned subsidiaries, including Ting Fiber, LLC entered into a definitive agreement relating to a securitized financing facility where Ting Issuer LLC, a Delaware limited liability company, issued the 2023 Term Notes for a total value of $238.5 million and 2024 Term Notes for a total value of $63.0 million ("Note 7 - Notes Payable" of the Notes to the Consolidated Financial Statements included in Part I, of this report).
−Removed: The combination of these agreements is expected to fund Ting operations through Fiscal 2025.
−Removed: Ting committed to workforce reductions on February 7, 2024 and October 30, 2024, which aimed to reduce Ting’s workforce by 13% and 42%, respectively.
+Added: Of the $41.3 million which belonged to Ting, $5.3 million is restricted cash and $12.2 million is restricted cash in secured notes reserve funds.
+Added: In our 2024 Annual Report, we disclosed our material cash requirements of both the Ting segment as well as the other segments excluding Ting.
+Added: As of December 31, 2025, other than the items mentioned below, there have been no other material changes to our material cash requirements outside the ordinary course of business.
+Added: As of December 31, 2025, the balance owing on the Unit Purchase Agreement was $137.0 million ("Note 13.
+Added: Redeemable Preferred Units" to the Consolidated Financial Statements).
+Added: On May 4, 2023, Tucows, through its indirect and wholly owned subsidiaries, including Ting Fiber, LLC entered into a definitive agreement relating to a securitized financing facility where Ting Issuer LLC, a Delaware limited liability company, issued the 2023 Term Notes for a total value of $238.5 million and 2024 Term Notes for a total value of $63.0 million ("Note 8.
+Added: Notes Payable" to the Consolidated Financial Statements).
+Added: As of December 31, 2025, Ting had not paid the preferred return due under the Unit Purchase Agreement to Generate for three consecutive quarters amounting to $14.7 million in the aggregate.
+Added: The unpaid interest for these quarters has been treated as payment-in-kind ("PIK") and added to the outstanding balance of the redeemable preferred units.
+Added: On December 1, 2025, Ting received written notice from Generate asserting that a Return Breach and a Trigger Event had occurred as a result of Ting's failure to pay quarterly preferred return for two consecutive quarters, and Generate reserved its rights to pursue certain remedies as described in "Note 13.
+Added: Redeemable preferred units" to the Consolidated Financial Statements.
+Added: Ting undertook workforce reductions on February 7, 2024 and October 30, 2024, which aimed to reduce Ting’s workforce by 13% and 42%, respectively.
Both plans were designed to lower year-over-year operating expenses by streamlining operations, reducing capital activities and reducing operating expenses within the Ting operating segment.
1 unchanged sentence
At December 31, 2025, Ting had $23.8 million in unrestricted cash and cash equivalents, $3.6 million in accounts receivable, $1.2 million in accounts payable and $8.7 million in accrued liabilities.
−Removed: At December 31, 2024, Ting’s long-term liabilities included $287.6 million payable on the 2023 and 2024 Term Notes, as well as $122.2 million on the Redeemable Preferred Units.
+Added: At December 31, 2025, Ting’s long-term liabilities included $291.6 million payable on the 2023 and 2024 Term Notes.
+Added: Ting's current liabilities included $137.0 million payable on the Redeemable Preferred Units.
Ting incurred an operating cash flow deficit of $32.2 million and $49.9 million for the year ended December 31, 2025 and the year ended December 31, 2024, respectively.
Ting has scheduled interest payments of $20.1 million in the twelve months following December 31, 2025.
−Removed: Ting may not be able to meet its financial obligations over the twelve months following December 31, 2024 without additional financing.
+Added: Given the ongoing capital needs of Ting, the Company commenced a process to review strategic alternatives for the Ting business during 2025.
+Added: Ting may not be able to meet its financial obligations over the twelve months following the issuance of this Annual Report without additional financing.
Ting has historically relied on the proceeds from its Redeemable Preferred Units as well as its 2023 and 2024 Term Notes to fund its operations and the expansion of the Ting Fiber Internet footprint.
−Removed: Ting currently has limited capacity to expand its borrowings under the Base Indenture and it is uncertain whether Ting will be able to access additional Milestone Funding under the Redeemable Preferred Unit facility.
−Removed: Our ability to obtain additional financing if required will be subject to a number of factors, including market conditions, our operating performance and investor sentiment.
−Removed: If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly restrict our operations or obtain funds by entering into agreements on unattractive terms, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained, and which could result in additional dilution to our stockholders.
+Added: Ting currently has limited capacity to expand its borrowings under the Base Indenture.
+Added: Ting's ability to obtain additional financing if required will be subject to a number of factors, including market conditions, our operating performance and investor sentiment.
+Added: If we are unable to raise additional capital when required or on acceptable terms or complete a sale transaction, we may have to consider other alternatives to raise capital or significantly restrict our operations or obtain funds by entering into agreements on unattractive terms, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained, and which could result in additional dilution to our stockholders.
If we do not have sufficient funds to continue operations, Ting could be required to seek bankruptcy protection or other alternatives that would likely result in our stockholders losing some or all of their investment in us.
+Added: Any such bankruptcy of Ting would not trigger cross-defaults under the 2023 Credit Facility.
+Added: Ting operates as a bankruptcy-remote entity and its debt has no recourse to the Company.
+Added: Accordingly, the Company's direct financial exposure to Ting is limited to certain employee severance and termination benefits, contractual guarantees, termination or exit costs, and professional service and advisory fees associated with services provided at the corporate level, as disclosed in "Note 19.
+Added: Commitments and Contingencies" to the Consolidated Financial Statements.
Tucows Businesses Excluding Ting
3 unchanged sentences
For Fiscal 2026, the Company plans to fund the cash requirements of Tucows businesses excluding Ting solely through operating income, while making discretionary loan repayments to create greater operating flexibility and access to additional financing.
−Removed: In the long-term, Tucows businesses excluding Ting may seek additional financing to accelerate the growth of our Wavelo business, repurchase shares or future acquisitions.
−Removed: The Company's 2023 Credit Facility expires on September 30, 2026 and the Company will be required to refinance the 2023 Credit Facility once it becomes due.
+Added: In the long-term, Tucows businesses excluding Ting may seek additional financing to accelerate the growth of our Tucows Domains or Wavelo businesses, repurchase shares or future acquisitions.
+Added: The Company's 2023 Credit Facility, which was renewed in 2025, expires on September 22, 2027 and the Company will be required to refinance the 2023 Credit Facility once it becomes due.
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.