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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-13 · 1064 added, 827 removed, 2178 unchanged (46% of the section changed)

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Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).

As required by Rule 13a-15(b) of the Exchange Act, management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP

Provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorization of our management and directors;

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Based on the results of our evaluation, management has determined that our internal control over financial reporting was effective as of December 31, 2025 .

Remediation of Material Weaknesses in Internal Control Over Financial Reporting

The material weaknesses that were previously disclosed as of December 31, 2023 were remediated as of December 31, 2024.

See “Item 9A.

Controls and Procedures - Management's Annual Report on Internal Control over Financial Reporting” and “Item 9A.

Controls and Procedures - Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting” contained in the Company's report on Form 10K for the fiscal year ended December 31, 2023 and “Item 4.

Controls and Procedures” contained in the Company's subsequent quarterly reports on Form 10-Q during 2024, for disclosure of information about the material weaknesses that were reported as a result of the Company's annual assessment as of December 31, 2023 and the remediation plan for those material weaknesses.

As disclosed in the quarterly reports on Form 10-Q for the first three quarters of 2024, the Company has monitored the controls necessary to remediate the material weaknesses.

Affected controls have been addressed and additional compensating controls added, as appropriate, to address the material weaknesses.

As of December 31, 2024, such controls were successfully tested and the material weaknesses were remediated.

The Company continues to refine its control environment on an ongoing basis.

Deloitte LLP ("Deloitte"), our independent registered public accounting firm, has audited our Consolidated Financial Statements and expressed an unqualified opinion thereon.

Deloitte has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025.

These reports are set forth at the beginning of Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the fiscal year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, other than continued monitoring of the controls implemented to remediate the material weaknesses disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

No change in our internal control over financial reporting occurred during the fiscal year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Chair of the Board since September 2021 and Director since October 2014

Robin Chase, 66, is a transportation entrepreneur.

She is co-founder and former CEO of Zipcar, founded in 2000, the world’s leading car sharing network;

as well as co-founder of Veniam, founded in 2012, a network company that moves terabytes of data between vehicles and the cloud.

In 2019, she co-founded her first nonprofit, NUMO, a global alliance to channel the opportunities presented by new urban mobility technologies to build cities that are sustainable and just.

Her book is Peers Inc:

How People and Platforms are Inventing the Collaborative Economy and Reinventing Capitalism .

In addition to Ms.

Chase’s position as Chair of the Tucows Board, she sat on the board of World Resources Institute from 2009 to 2022, and served on the Dutch multinational DSM’s Sustainability Advisory Board from 2016 to 2023.

In the past, she serve d on the boards of Veniam and the Massachusetts Department of Transportation, the French National Digital Agency, the National Advisory Council for Innovation & Entrepreneurship for the US Department of Commerce, the Intelligent Transportations Systems Program Advisory Committee for the US Department of Transportation, the OECD’s International Transport Forum Advisory Board, the Massachusetts Governor’s Transportation Transition Working Group, and Boston Mayor’s Wireless Task Force.

Chase lectures widely, has been frequently featured in the major media, and has received many awards in the areas of innovation, design, and environment, including the prestigious Urban Land Institute’s Nicols Prize as Urban Visionary, Time 100 Most Influential People, Fast Company Fast 50 Innovators, and BusinessWeek Top 10 Designers.

Robin graduated from Wellesley College and MIT’s Sloan School of Management, was a Harvard University Loeb Fellow, and received an honorary Doctorate of Design from the Illinois Institute of Technology.

Chase’s experience operating companies at the chief executive officer level along with her numerous experiences on these boards and councils qualify her to be a director of Tucows.

Director since October 2005 and Chair Emeritus since September 2021

Karp, 84, was with Cineplex Odeon Corporation in various positions from 1986 to 2005, retiring as Chairman and Chief Executive Officer in 2002 and as Chairman Emeritus in 2005.

From 1966 to 1986, he practiced law at the law firm of Goodman and Carr LLP, where he was named partner in 1970.

Karp was a Director of Brookfield Real Estate Services Inc.

until 2011, where he also served on the Audit Committee and as the Chair of the Corporate Governance Committee.

From 2004 to 2014, Mr.

Karp was Chairman of the Board of Directors of IBI Group Inc., as well as Chairman of the Nominating, Governance and Compensation Committee.

Karp is a past director of the Toronto International Film Festival Group, where he served as Chairman of the Board from 1999 to 2007 and served as Chairman of its Corporate Governance Committee from 2007 to 2012.

Additionally, Mr.

Karp has previously served as director of several other public corporations.

Karp has extensive executive leadership skills, long-standing senior management experience, a strong ethics and compliance focus and audit committee experience.

These skills and qualifications, in addition to his recent service on the boards of directors of other public companies, enable him to bring valuable perspectives to our Board, particularly with respect to corporate governance matters, and qualify him to be a director of Tucows.

Director since August 2001

Gissin, 66, has served since 2010 as a managing partner in Helios Energy Investment, a renewable energy investment fund.

From 2005 to 2010, Mr.

Gissin served as the Chief Executive Officer of BCID Ltd., an investment company focusing on infrastructure development projects in China.

From 2000 to 2005, Mr.

Gissin served as the Chief Executive Officer of IP Planet Networks Ltd., an Israeli satellite communication operator providing Internet backbone connectivity and solutions to Internet Service Providers.

From 1995 to 2000, Mr.

Gissin was Vice President, Business Development of Eurocom Communications Ltd., a holding company that controls several telecommunications services, equipment and Internet companies in Israel.

Gissin has a strong background in the internet communications industry and has gained significant institutional knowledge in his long tenure as one of our directors.

Gissin also has significant leadership experience as the Chief Executive Officer of BCID Ltd.

and IP Planet Networks Ltd.

and has extensive financial acumen derived from his years of executive experience and PE fund management.

All of these qualities qualify Mr.

Gissin to be a director of Tucows.

Laurenz Nienaber Chair of the Board and Director since May 2025

Laurenz Malte Nienaber, 36, is the Founder and Managing Director of LMN Capital GmbH, established in 2019.

He has held significant leadership roles, and has served on various supervisory boards.

Notably, he was Deputy Chairman of the Supervisory Board at EQS Group AG from 2018 to 2024 and a member of the Supervisory Board at AlarmForce Industries in 2017.

His experience also includes working as an Investment Professional at Investmentaktiengesellschaft für langfristige Investoren TGV from 2014 to 2019 and as a Consulting Analyst at Roland Berger Strategy Consultants in 2012.

Nienaber holds a Master of Science in Finance from the Rotterdam School of Management and a Bachelor of Science in Information Management from the Frankfurt School of Finance and Management.

He resides in Munich, Germany.

Nienaber’s hands-on, analytical approach to board governance and expertise in investment strategy, risk management, and business transformation qualifies him to serve as a director of Tucows.

Director since August 2001

Noss, 62, is our President and Chief Executive Officer and has served in such capacity since the completion of our merger with Tucows Delaware in August 2001.

Noss, 62, served as President and Chief Executive Officer from August 2001 until November 6, 2025 .

From May 1999 until completion of the merger in August 2001, Mr.

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Noss has widespread knowledge of the internet and software industry generally that, coupled with his operational expertise, qualifies him to be a director of Tucows.

Jeffrey Schwartz

Director since June 2005

Schwartz, 62, has served as a director of Dorel Industries since 1987 and as Executive Vice President and Chief Financial Officer since 2003.

Schwartz is a graduate of McGill University in Montreal and has a degree in the field of business administration.

Schwartz has a significant amount of public-company financial expertise, particularly in his executive experience as the chief financial officer of Dorel Industries, Inc.

This executive experience, along with Mr.

Schwartz’s service as one of our Audit Committee members (and as Chairperson of our Audit Committee since 2005), qualifies him to be a director of Tucows.

Director since September 2021

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Carl holds a Master of Science from Frankfurt School of Finance & Management with focus on Capital Markets.

Carl’s experience in investment management and infrastructure financing, including FTTH projects, qualify her to be a director of Tucows.

Carl’s experience in investment management and infrastructure financing, including FTTH projects, qualifies her to be a director of Tucows.

Director since September 2023

Lee Matheson, 43, has been a Partner at EdgePoint Investment Group Inc.

since June of 2020.

Lee Matheson, 45, is a Partner at EdgePoint Investment Group Inc.

Previously, Mr.

Matheson was a partner at Ewing Morris & Co., co-founder of Broadview Capital Management Inc., and portfolio manager of the Broadview Dark Horse LP, a long/short fund focused on Canadian small cap securities.

Matheson has extensive public company experience having served on the boards of Echelon Financial Holdings Inc.

from 2018 to 2020, RDM Corporation from 2011 to 2017, AlarmForce Industries Inc.

from 2016 to 2018, WesternOne Inc.

from 2016 to 2018, Medworxx Solutions Inc.

from 2013 to 2015, and Strad Inc.

from 2019 to 2020.

Matheson has been a director of AutoCanada Inc.

and Optiva Inc.

since 2020 and is a Chartered Financial Analyst Charterholder.

Matheson’s experience in investment management, financing, and SaaS businesses qualify him to be a director of Tucows.

Director since September 2023

Gigi Sohn, 62, is the Executive Director of the American Association of Public Broadband (AAPB), a Benton Institute Senior Fellow and Public Advocate and a Distinguished Fellow at the Georgetown Law Institute for Technology Law & Policy.

She is one of the nation’s leading public advocates for open, affordable and democratic communications networks.

In October 2021, President Biden nominated her to serve on the Federal Communications Commission.

From 2013 to 2016, Ms.

Sohn was Counselor to the former Chairman of the Federal Communications Commission, Tom Wheeler.

She spent the previous 12 years as Co-Founder and CEO of Public Knowledge, a leading communications and intellectual property policy advocacy organization serving the interests of consumers in Washington.

Sohn was previously a Project Specialist in the Ford Foundation’s Media, Arts and Culture unit and Executive Director of the Media Access Project, the first public interest communications law firm.

In 1997, President Clinton appointed Ms.

Sohn to serve as a member of his Advisory Committee on the Public Interest Obligations of Digital Television Broadcasters.

Sohn is a long-time advocate for LGBTQ+ equality and has served as President of the Gay and Lesbian Lawyers (now the LGBT Bar Association) of Washington, DC from 1994-1997 and was elected as the first openly LGBTQ+ member of the District of Columbia Bar Board of Governors.

Sohn’s experience in telecommunications policy and regulation, and consumer interests qualify her to be a director of Tucows.

Matheson was a co-founder of Broadview Capital Management Inc.

and portfolio manager of the Broadview Dark Horse LP, a long/short fund focused on Canadian small cap securities.

Matheson has extensive public company experience having served on the boards of Echelon Financial Holdings Inc., RDM Corporation, AlarmForce Industries Inc., WesternOne Inc., Medworxx Solutions Inc., exactEarth Ltd.

and Strad Inc.

Matheson is currently a director of Qvantel Oy and is a Chartered Financial Analyst Charterholder.

Matheson’s experience in investment management, financing, and SaaS businesses qualifies him to be a director of Tucows.

Director since May 2025

Sandra Matz, 37, is the David W.

Zalaznick Associate Professor of Business at Columbia Business School in New York, where she also serves as the Director of the Center for Advanced Technology and Human Performance.

As a computational social scientist, she combines Big Data analytics with traditional experimental methods to study human behavior and preferences.

Her research focuses on how psychological characteristics influence real-life outcomes in various business-related domains, such as financial well-being, consumer satisfaction, and team performance, aiming to assist businesses and individuals in making better decisions.

Matz earned her Ph.D.

in Psychology from the University of Cambridge and a B.Sc.

in Psychology from the Albert-Ludwigs-University Freiburg.

Her work has been recognized with several honors, including being named one of Poets & Quants' "40 Under 40" Business School Professors in 2021, one of DataIQ's "100 Most Influential People in Data-Driven Marketing" in 2015 and 2016, and one of Pacific Standard Magazine's "Top 30 Thinkers Under 30." In addition to her academic achievements, Dr.

Matz is the author of the forthcoming book "Mindmasters:

The Data-Driven Science of Predicting and Changing Human Behavior," scheduled for release in January 2025.

Matz’s expertise in data analytics and the science of human behavior and consumer preferences qualifies her to serve as a director of Tucows.

Allen Taylor Director since May 2025

Allen Taylor, 44, is President of GTD Partners, a consulting and advisory firm focused on providing operational and financial advisory and investment management services to a wide range of clients.

Prior to this, Mr.

Taylor held various key positions throughout an extensive career at Brookfield Asset Management, a leading global alternative asset manager, where he specialized in complex operational and financial turnarounds as well as portfolio management.

Taylor is a Chartered Accountant and whose experience and leadership has been integral in managing complex financial structures and fostering sustainable businesses that return value to investors.

Taylor also serves on the Dye & Durham Limited., a TSX listed company, and also serves on its compensation committee and audit committee.

He is based in Toronto, Ontario.

Taylor’s experience in private equity operations and portfolio management, complex financial structures, and strategic investments qualifies him to serve as a director of Tucows.

Jeffrey Tory Director since May 2025

Tory, 65, serves as Chair, Partner, Director, and Portfolio Manager at Pembroke Management Ltd., a firm he joined in 1987.

Beginning his tenure as an analyst under founders Ian Soutar and Scott Taylor, Mr.

Tory has dedicated nearly four decades to investing in North American growth stocks.

Prior to Pembroke, he was a junior analyst at Burns Fry from 1982 to 1987, where he contributed to launching the firm's small-cap research product.

Tory holds a Bachelor of Arts degree from Queen's University and is a Chartered Financial Analyst (CFA) charterholder.

Beyond his professional commitments, Mr.

Tory is actively involved in philanthropic and educational endeavors.

He serves on the investment committees of two foundations and is a guest lecturer in the Applied Investment Program at McGill University.

Tory resides in Montreal, Quebec.

Tory’s broad leadership background, investment management expertise, and industry knowledge in media and telecom qualifies him to serve as a director of Tucows.

Stephan Uhrenbacher Director since May 2025

Stephan Uhrenbacher, 56, is the Founder and Managing Director of Density Ventures GmbH, an investment company established to support deep tech startups across Europe and North America.

In this capacity, he has been instrumental in launching the Sustainable Aero Lab, the world's first accelerator dedicated to sustainable aviation and energy, which has mentored over 90 startups globally.

Under his leadership, the Lab secured funding from Breakthrough Energy in 2023 and 2024, an organization founded by the Gates Foundation.

A seasoned entrepreneur himself, Mr.

Uhrenbacher has founded several successful companies, including Qype, a leading European local reviews platform acquired by Yelp;

9flats.com, a global competitor to Airbnb;

and Avocado Store, Germany's prominent eco-friendly lifestyle marketplace.

His corporate experience encompasses senior management roles such as Chief Operating Officer at DocMorris.com, Head of Content at Bild.de, and Head of Northern Europe at lastminute.com.

He holds a Master of Business Administration and Mechanical Engineering from a German institution and completed part of his MBA at Queens University in Canada.

Uhrenbacher resides in Hamburg, Germany.

Uhrenbacher’s experience in investment management, technology, and operational leadership qualifies him to serve as a director of Tucows.

Our directors are elected annually and serve until the election or appointment and qualification of their successors or their earlier death, resignation or removal.

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Governance Principles

The governance principles of our Board include the charters of our Audit Committee and our Corporate Governance, Nominating and Compensation Committee.

The governance principles of our Board include the charters of our Audit Committee, our Governance Committee and Compensation Committee.

Our governing principles also include our Code of Business Conduct and Ethics which includes specifics for our senior officers, including our Chief Executive Officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

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Amendments and waivers of our ethics policy for our senior officers will either be posted on www.tucows.com or filed with the SEC on a Current Report on Form 8 -K.

Chase serves as Chair of the Board.

Nienaber serves as Chair of the Board.

The Board currently consists of eight directors, all of whom, except for Elliot Noss, are “independent” within the meaning of the independence requirements prescribed by the listing standards of the NASDAQ Capital Market.

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We believe that this structure provides appropriate and independent oversight by the Board.

The Board regularly consults with our Chief Executive Officer, who is also a director, and our Corporate Governance, Nominating and Compensation Committee to review the various types of risk that affect Tucows and the strategies to mitigate such risks.

The Board regularly consults with our Chief Executive Officer, and our Governance and Compensation Committee to review the various types of risk that affect Tucows and the strategies to mitigate such risks.

The Board believes that this structure has been effective.

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A majority of the independent directors meet quarterly in executive sessions without members of our management present.

Chase is responsible for chairing the executive sessions.

Nienaber is responsible for chairing the executive sessions.

Policy Regarding Attendance

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The remainder of the Board were available on request.

Our Board has two committees, an audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, and a corporate governance, nominating and compensation committee.

Our Board has three standing committees, an audit committee established in accordance with Section 3 (a)( 58 )(A) of the Securities Exchange Act of 1934, as amended, a governance committee, and a compensation committee.

Our committees generally meet in connection with regularly scheduled quarterly and annual meetings of the Board, with additional meetings held as often as its members deem necessary to perform its responsibilities.

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The Audit Committee currently consists of Mr.

Schwartz (Chair), Ms.

Gissin, all of whom are independent directors as prescribed by the listing standards of the NASDAQ Capital Market.

Taylor (Chair), Ms.

Tory, all of whom are independent directors as prescribed by the listing standards of the NASDAQ Capital Market.

The Audit Committee held five meetings during Fiscal 2025 .

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Additionally, the Board has determined that Mr.

Schwartz qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K.

Taylor qualifies as an “audit committee financial expert” as defined under Item 407 (d)( 5 ) of Regulation S-K.

The Securities and Exchange Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liabilities on such person that are greater than those imposed generally on members of the audit committee and the board of directors who do not carry this designation, or affect the duties, obligations or liability of any other member of the audit committee or board of directors.

The Board has adopted a written charter for the Audit Committee, which the Audit Committee has reviewed and determined to be in compliance with the rules prescribed by the listing standards of the NASDAQ Capital Market and which is available at tucows.com.

The Corporate Governance, Nominating and Compensation Committee currently consists of Ms.

Chase (Chair), Mr.

Sohn, and Mr.

Each member of our Corporate Governance, Nominating and Compensation Committee is an independent director as defined in the listing standards of the NASDAQ Capital Market and also satisfies the applicable compensation committee member independence standards as prescribed by the listing standards of the NASDAQ Capital Market and Rule 10C-1 under the Exchange Act.

The Corporate Governance, Nominating and Compensation Committee held four meetings during Fiscal 2024 .

Each member of the Corporate Governance, Nominating and Compensation Committee attended at least 75% of the total number of meetings of the committee during Fiscal 2024 .

The Corporate Governance, Nominating and Compensation Committee’s purposes are to:

The Governance Committee (formerly the Corporate Governance, Nominating and Compensation Committee) currently consists of Mr.

Matheson (Chair), Dr.

Each member of our Governance Committee is an independent director as defined in the listing standards of the NASDAQ Capital Market.

The Governance Committee held five meetings during Fiscal 2025 .

Each member of the Governance Committee attended at least 75% of the total number of meetings of the committee during Fiscal 2025 .

The Governance Committee’s purposes are to:

Identify individuals qualified to become board members, consistent with criteria approved by the Board.

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Oversee the evaluation of the Board and management.

Prior to the formation of the Compensation Committee, the Governance Committee also performed the following:

Review and approve corporate goals and objectives relevant to the CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO's compensation level based on this evaluation.

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● Cause to be prepared the report of the Corporate Governance, Nominating and Compensation required by the rules and regulations of the SEC.

The Corporate Governance, Nominating and Compensation Committee may delegate authority to one or more members of this committee or one or more members of management when appropriate, but no such delegation is allowed if the authority is required by law, regulation or listing standard to be exercised by the Corporate Governance, Nominating and Compensation Committee as a whole.

The Board has adopted a written charter for the Corporate Governance, Nominating and Compensation Committee, which the Corporate Governance, Nominating and Compensation Committee has reviewed and determined to be in compliance with the rules prescribed by the listing standards of the NASDAQ Capital Market and which is available at tucows.com .

The Governance Committee may delegate authority to one or more members of this committee or one or more members of management when appropriate, but no such delegation is allowed if the authority is required by law, regulation or listing standard to be exercised by the Governance Committee as a whole.

The Board has adopted a written charter for the Governance Committee, which the Corporate Governance, Nominating and Compensation Committee has reviewed and determined to be in compliance with the rules prescribed by the listing standards of the NASDAQ Capital Market and which is available at tucows.com .

In May 2025, the Board formed a separate Compensation Committee to oversee executive and director compensation matters.

The Compensation Committee currently consists of Mr.

Uhrenbacher (Chair), Mr.

Nienaber, and Mr.

Each member of the Compensation Committee is an independent director as defined in the listing standards of the NASDAQ Capital Market and satisfies the applicable compensation committee member independence standards prescribed by the listing standards of the NASDAQ Capital Market and Rule 10C - 1 under the Exchange Act.

The Compensation Committee held four meetings during Fiscal 2025 following its formation.

Each member attended at least 75% of the total number of meetings of the Compensation Committee during Fiscal 2025 following its formation.

The Compensation Committee's purposes are to:

Review and approve corporate goals and objectives relevant to the Chief Executive Officer's compensation, evaluate performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer's compensation based on this evaluation.

Review and approve compensation of all Executive Officers, including incentive compensation and equity-based compensation.

● Provide oversight of the Company's compensation policies and plans and benefits programs, and overall compensation philosophy.

● Administer the Company's equity compensation plans for its executive officers and employees and the granting of equity awards pursuant to such plans or outside of such plans;

● Review and discuss with management the Compensation Discussion & Analysis required by SEC rules, recommend the CD&A for inclusion in the Company's annual proxy statement, and review and approve the Compensation Committee Report.

● Approve employment agreements, severance arrangements, and change-in-control agreements for Executive Officers.

● Oversee the Company's short-and long-term incentive compensation plans and review Say-on-Pay results and shareholder feedback as appropriate.

The Compensation Committee may delegate authority to one or more members of the committee or to members of management when appropriate, except where such authority is required by law, regulation or listing standard to be exercised by the committee as a whole.

The Board has adopted a written charter for the Compensation Committee, which is reviewed annually by the Committee and is available at tucows.com.

Our executive officers do not play a formal role in determining their compensation.

However, our People Team reviews (i) information the Company purchased from Payscales (formerly known as Payfactor) and (ii) published trends for the year from a variety of public sources, and, after consulting with Mr.

Noss, our Chief Executive Officer, provides consolidated information outlining management’s recommendation regarding executive officer compensation based on title to the Corporate Governance, Nominating and Compensation Committee.

The Corporate Governance, Nominating and Compensation Committee then reviews and discusses the information provided with our CEO and Chief People Officer and then determines the total compensation for each named executive officer, as it deems appropriate.

However, management, including the Vice President, People reviews third -party market compensation surveys, benchmarking data and published compensation trends and, after consulting with the Chief Executive Officer, provides consolidated information outlining management’s recommendation regarding executive officer compensation based on title to the Compensation Committee.

The Compensation Committee then reviews and discusses the information provided with our Chief Executive Officer and Vice President, People who then determines the total compensation for each named executive officer, as it deems appropriate.

The Chief Executive Officer does not participate in deliberations or decisions regarding his own compensation.

Board Leadership Structure and Responsibilities

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The independent directors meet without management present at regularly scheduled executive sessions at each quarterly Board meeting and some special Board meetings.

Our Board has delegated certain responsibilities and authority to its Audit Committee and Corporate Governance, Nominating and Compensation Committee.

Our Board has delegated certain responsibilities and authority to its Audit Committee and Governance Committee and Compensation Committee.

The Audit Committee periodically discusses with management the Company's policies and guidelines regarding risk assessment and risk management, as well as the Company's major financial risk exposures and the steps that management has taken to monitor and control such exposures.

The Audit Committee also reviews, evaluates and recommends changes to the Company’s financial reporting policies and procedures.

The Corporate Governance, Nominating and Compensation Committee reviews and evaluates the risks underlying the Company’s compensation policies and plans and recommends changes to these policies and plans accordingly.

The Compensation Committee reviews and evaluates the risks underlying the Company’s compensation policies and plans and recommends changes to these policies and plans accordingly.

Our Board believes that risk oversight actions taken by our Board and its committees are appropriate and effective at this time.

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In contrast, our Chief Executive Officer is responsible for handling our day-to-day management and direction, serving as a leader to the management team and formulating corporate strategy.

Currently our Chairperson is Ms.

Chase, while Mr.

Noss serves as our Chief Executive Officer.

Chase is an independent director.

Chase has extensive executive leadership skills, long-standing senior management and board experience, and a strong ethics and compliance focus.

Currently our Chairperson is Mr.

Nienaber, while Mr.

Woroch serves as our Chief Executive Officer.

Nienaber is an independent director.

Nienaber has extensive executive leadership skills, long-standing senior management and board experience, and a strong focus on investment strategy, risk management and business transformation.

We believe that this leadership structure for our Board provides us with the most effective level of oversight over the Company’s business operations while at the same time enhancing our Board’s ability to oversee our enterprise-wide approach to risk management and corporate governance and best serves the interests of our shareholders.

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Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through Board of Directors standing committees that address risks inherent in their respective areas of oversight.

In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, our Corporate Governance, Nominating and Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, monitors our major legal compliance risk exposures and our program for promoting and monitoring compliance with applicable legal and regulatory requirements, and our Board is responsible for monitoring and assessing strategic risk exposure and other risks not covered by our committees.

The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives reports on the risks we face from our Chief Executive Officer or other members of management to enable us to understand our risk identification, risk management and risk mitigation strategies.

In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, monitors our major legal compliance risk exposures and our program for promoting and monitoring compliance with applicable legal and regulatory requirements, and our Board is responsible for monitoring and assessing strategic risk exposure and other risks not covered by our committees.

The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives reports on the risks we face from our Chief Executive Officer or other members of management to enable the Board to understand our risk identification, risk management and risk mitigation strategies.

When a committee receives the report, the chairperson of the relevant committee reports on the discussion to the full Board during that committee’s reports portion of the next Board meeting.

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Director Nomination

Our Corporate Governance, Nominating and Compensation Committee is responsible for identifying potential nominees to our Board.

In considering candidates for nomination, our Corporate Governance, Nominating and Compensation Committee seeks individuals who evidence strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge.

As set forth in the charter of our Corporate Governance, Nominating and Compensation Committee, our Board endeavors to have directors who collectively possess a broad range of skills, expertise, industry and other knowledge and business and other experience useful to the effective oversight of our business.

Our Governance Committee is responsible for identifying potential nominees to our Board.

In considering candidates for nomination, our Governance Committee seeks individuals who evidence strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge.

As set forth in the charter of our Governance Committee, our Board endeavors to have directors who collectively possess a broad range of skills, expertise, industry and other knowledge and business and other experience useful to the effective oversight of our business.

In addition, our Board also seeks members from diverse backgrounds so that our Board consists of members with a broad spectrum of experience and expertise and with a reputation for integrity.

In determining whether to nominate a current director for re-election, our Corporate Governance, Nominating and Compensation Committee will take into account these same criteria as well as the director’s past performance, including his or her participation in and contributions to the activities of the Board.

Our Corporate Governance, Nominating and Compensation Committee will evaluate and consider recommendations for director candidates from shareholders using the same criteria described above.

As set forth in the charter of the Corporate Governance, Nominating and Compensation Committee, recommendations submitted by the Company’s shareholders shall be submitted, along with the following to the attention of the Chairperson of the Corporate Governance, Nominating and Compensation Committee at 96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada at least 120 days before the first anniversary of the date on which we first mailed our proxy materials for our prior year’s annual meeting of shareholders:

In determining whether to nominate a current director for re-election, our Governance Committee will take into account these same criteria as well as the director’s past performance, including their participation in and contributions to the activities of the Board.

Our Governance Committee will evaluate and consider recommendations for director candidates from shareholders using the same criteria described above.

As set forth in the charter of the Governance Committee, recommendations submitted by the Company’s shareholders shall be submitted, along with the following to the attention of the Chairperson of the Governance Committee at 96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada at least 120 days before the first anniversary of the date on which we first mailed our proxy materials for our prior year’s annual meeting of shareholders:

the name and address of the recommending shareholder;

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on the date a director becomes a member of the Audit Committee, he or she is granted options to purchase 3,750 shares of our common stock;

on the date a director becomes a member of the Corporate Governance, Nominating and Compensation Committee, he or she is granted options to purchase 2,500 shares of our common stock;

on each date on which we hold our annual meeting of shareholders, each non-employee director in office immediately before and after the annual election of directors receives an automatic grant of options to purchase 3,750 shares of our common stock.

Directors who are employees receive no additional or special compensation for serving as directors.

All annual fees are paid to our directors in quarterly installments.

On each date on which we hold our annual meeting of shareholders, each non-employee director in office immediately before and after the annual election of directors receives an automatic grant of options to purchase shares of our common stock.

on the date a director becomes a member of the Governance Committee, he or she is granted options to purchase 2,500 shares of our common stock;

• on the date a director becomes a member of the Compensation Committee, he or she is granted options to purchase 2,500 shares of our common stock;

The initial grant is set at 3,750 options.

Directors who are employees or non-employee consultants receive no additional or special compensation, including no grants of nonqualified stock options, for serving as directors.

All annual fees are paid to our directors in quarterly installments.

Each non-employee member of the Board will receive $50,000 annually, the Chairperson of the Board will additionally receive $15,000;

each Chair of the Audit Committee and Corporate Governance, Nomination and Compensation Committee will additionally receive $7,500;

and each member of the Audit Committee and Corporate Governance, Nomination and Compensation Committee will additionally receive $12,000.

In March 2024, the Board initiated a review of strategic transactions to enhance shareholder value.

In connection with this process, the Board established a Special Committee composed of independent, non-employee directors:

Chase (Chair), Ms.

Gissin, and Mr.

In May 2024, Ms.

Matheson stepped down from the Special Committee and were replaced by Mr.

Schwartz, and Ms.

Members of the Special Committee received an annual retainer of $12,000, with the Chair receiving an additional annual retainer of $7,500.

Retainers were paid in monthly installments for each month of service.

The Special Committee was dissolved on October 1, 2024.

Matheson received no compensation for their membership on the Special Committee.

each Chair of the Audit Committee, Governance Committee and Compensation Committee will additionally receive $15,000;

and each member of the Audit, Committee Governance Committee and Compensation Committee will additionally receive $12,000.

In recognition of the additional time commitment and responsibilities undertaken by the Board beyond its normal duties during Fiscal 2024, the Company approved a one -time special cash payment of $10,000 (USD) to each non-employee director.

The payment was made in March 2025.

The Company also purchases directors and officer's liability insurance for the benefit of its directors and officers as a group in the amount of $30 million.

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The table below shows all compensation paid to each of our non-employee directors during 2025 .

Each of the directors listed below served for the entire year .

Fees earned or paid in cash ($)

Option awards ($) ( 1 )( 2 )

Stephan Uhrenbacher

$ 47,250 80,095 127,345

Laurenz Malte Nienaber

47,250 59,109 106,359

47,250 90,588 137,838

47,250 69,602 116,852

38,045 59,109 97,154

8,333 - 8,333

73,841 32,677 106,518

72,000 32,677 104,677

38,591 - 38,591

33,955 - 33,955

Jeffrey Schwartz

The amounts reported in this column represent the aggregate grant date fair value of the option grants calculated in accordance with the FASB Accounting Standards Codification (“ASC”) 718 and based on the Black-Scholes option-pricing model using the same assumptions that are set forth in “ Note 15 – Stock Option Plans” of the Notes to the Consolidated Financial Statements including Part II, Item 8 of this Annual Report.

39,750 - 39,750

45,545 - 45,545

$ 573,014 $ 423,857 $ 996,871

( 1 ) The amounts reported in this column represent the aggregate grant date fair value of the option grants calculated in accordance with ASC 718 Compensation - Stock Compensation ("ASC 718" ) and based on the Black-Scholes option-pricing model using the same assumptions that are set forth in “ Note 15.

Stock Option Plans” to the Consolidated Financial Statements.

Under the 2006 Plan, these options vest one year after the grant date and have a five -year term.

On June 20, 2024 each of our re-elected non-employee directors at the time were awarded automatic formula option grants with an exercise price of $19.93 and a grant date fair value of $8.34 .

On May 20, 2025 each of our elected non-employee directors at the time were awarded automatic formula option grants with an exercise price of $19.21 and a grant date fair value of $8.71 .

The aggregate number of option awards outstanding at December 31, 2025 is as follows for each of the following non-employee directors:

14,375 for Mr.

26,250 for Mr.

23,125 for Ms.

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6 ,875 for Mr.

19,375 for Ms.

and 26,250 for Ms.

10 ,625 for Mr.

8 ,125 for Mr.

6,875 for Dr.

Matz and Nil for Mr.

DELINQUENT SECTION 16 (a) REPORTS

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These persons are required by SEC regulation to furnish us with copies of all Section 16 (a) reports they file.

We believe that, under the SEC’s rules and based solely upon our review of the copies of the Forms 3, 4 and 5 furnished to us, or written representations from certain reporting persons, any such reports have been filed in a timely manner with the following exceptions:

The Form 4 filed September 12, 2024 reporting one transaction for the grant of options to Mr.

Bret Fausett.

Based solely on a review of copies of Section 16 reports furnished to the Company and written representations from the reporting persons, the following reports were not filed on a timely basis during 2025:

three Forms 5 filed on February 27, 2025 on behalf of each of Bret Fausett, Michael Koenig (Chief Operating Officer until October 2024) and Davinder Singh (Chief Financial Officer until August 2024);

two Forms 4 filed on May 29, 2025 reporting option grants to Ms.

Marlene Carl and Mr.

Lee Matheson, each with a transaction date of May 20, 2025;

three Forms 4 filed on June 20, 2025 reporting option grants to Mr.

Fausett and Mr.

Noss, each with a transaction date of June 20, 2025;

and one Form 4 filed on December 2, 2025 reporting an option grant to Mr.

Woroch with a transaction date of November 26, 2025.

In addition, in connection with their appointment to the Board of Directors on May 20, 2025, each of Mr.

Nienaber, Dr.

Uhrenbacher filed one Form 3 and one Form 4 reporting an option grant, which were not filed on a timely basis due to delays in obtaining required Form ID applications.

Stock ownership of management

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For Fiscal 2025, our NEO's included Messrs.

Noss, Ivanov , Singh, Reilly, Woroch and Fausett.

Woroch, Ivanov , Reilly, and Fausett.

Noss is also an NEO for Fiscal 2025 due to his position as Chief Executive Officer until November 6, 2025.

We do not have any other executive officers.

This Compensation Discussion and Analysis (“CD&A”) provides comprehensive information about our executive compensation program for our Fiscal 2025 NEOs, who are listed below, and provides context for the decisions underlying the compensation reported in the executive compensation tables in this Annual Report.

Our NEOs are:

President and CEO, Tucows Inc.

Chief Financial Officer (“CFO”)

David Woroch* CEO, Tucows Inc.

and Tucows Domains

Chief Financial Officer (“CFO”) and CEO of Ting

Justin Reilly

Chief Executive Officer, Wavelo

Chief Executive Officer, Tucows Domains

Chief Legal Officer & Vice-President, Regulatory Affairs

Davinder Singh*

Former Chief Financial Officer

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long- term performance goals in a market-competitive and fiscally responsible way, which in turn will create value for our shareholders.

We achieve our objectives by designing our executive compensation program so that a substantial amount of our NEOs’ compensation is performance-based to ensure the actual compensation paid to our executives is appropriately aligned with our Company’s performance, and shareholder long-term interests.

Beginning in Fiscal 2023 to better link individual compensation to Company performance, the Company will determine variable compensation based on a scorecard of organizational targets that are specific to each executive's business segment performance.

In addition, we also link individual compensation to Company performance by virtue of the parent company or subsidiary stock options granted by the Company.

Elliot Noss* Former Chief Executive Officer of Tucows Inc.

Woroch became Chief Executive Officer of Tucows on November 6, 2025, Mr.

Ivanov become the Chief Executive Officer of Ting on November 6, 2025.

Noss served as Chief Executive Officer until his resignation effective November 6, 2025.

We design our executive compensation program so that a substantial amount of our NEOs’ compensation is performance-based to ensure that the actual compensation paid to our executives is appropriately aligned with Company performance and long-term shareholder interests.

Beginning Fiscal 2023 the Company enhanced the linkage between individual compensation and Company performance by determining variable compensation based on scorecards comprised of organizational targets aligned to each executive's area of responsibility.

In addition, long-term equity awards, including parent company and subsidiary stock options, further align executive interests with shareholder value creation.

More specifically, our executive compensation programs are designed to:

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Stock Options Grants

Annual long-term equity awards, which can be in our Company ("Company Options") that vest over 4 years or non-recurring options in one or more of our subsidiaries of Wavelo or Ting ("Subsidiary Options") that vest over 3 years

Provides variable compensation that helps to retain executives and ensures our executives’ interests are aligned with those of shareholders to grow long-term value

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The weight of each of these components has to date not been determined by any particular formula, although our overall mix of total compensation has historically emphasized retention value.

The specific mix of components has been and will continue to be within the discretion and business judgment of our Board and the Corporate Governance, Nominating and Compensation Committee, which has placed greater emphasis on considerations specific to the individual holding a particular executive position rather than on general market data.

The specific mix of components has been and will continue to be within the discretion and business judgment of our Board and the Compensation Committee, which has placed greater emphasis on considerations specific to the individual holding a particular executive position rather than on general market data.

At the 2023 Annual Meeting, a majority of our stockholders approved, as recommended by our Board, a proposal for our stockholders to be provided with the opportunity to cast a non-binding advisory vote on compensation of our NEOs every three years.

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The Company maintains a structured process for granting stock options to ensure consistency, transparency, and adherence to corporate governance practices.

Stock option awards to executive officers and employees are granted by and at meetings of the Nominating, Governance, and Compensation Committee on a predetermined schedule.

The Nominating, Governance, and Compensation Committee does not consider material nonpublic information when determining the timing or terms of stock option awards.

Stock option awards to executive officers and employees are granted by and at meetings of the Compensation Committee on a predetermined schedule.

The Compensation Committee does not consider material nonpublic information when determining the timing or terms of stock option awards.

Historically, annual equity awards for executive officers have been granted on or around the date of the Company’s annual meeting of shareholders.

In addition to the annual grant cycle, stock awards may be issued at other times throughout the year for new hires, employee promotions, and other special circumstances.

The Nominating, Governance, and Compensation Committee has delegated the authority to approve off-cycle grants to employees, other than executive officers, to the People Team, subject to the guidelines established by the Nominating, Governance, and Compensation Committee.

The Compensation Committee has delegated the authority to approve off-cycle grants to employees, other than executive officers, to the People Team, subject to the guidelines established by the Compensation Committee.

Stock option grants to non-employee directors are based on a predetermined formula and are automatically granted on the date of the annual meeting of shareholders to each non-employee director serving immediately following such meeting.

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Director, Executive Officers and Corporate Governance –Director Compensation” of this Annual Report.

During fiscal year 2024, the Company did not grant equity awards to its named executive officers within the four business days preceding or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a Form 8-K that disclosed material nonpublic information.

During Fiscal 2025, the Company did not grant equity awards to its named executive officers within the four business days preceding or the one business day following the filing of a periodic report on Form 10 -Q or Form 10 -K or the filing or furnishing of a Form 8 -K that disclosed material nonpublic information.

The Company does not time the disclosure of material nonpublic information for the purpose of influencing the value of stock option grants or executive compensation.

Determining Total Compensation

With respect to each NEO, in determining total compensation, the Corporate Governance, Nominating and Compensation Committee considers the Company’s compensation philosophy as outlined above, comparative market data and specific factors relative to each NEO’s responsibilities and performance.

With respect to each NEO, in determining total compensation, the Compensation Committee considers the Company’s compensation philosophy as outlined above, comparative market data and specific factors relative to each NEO’s responsibilities and performance.

We do not specifically benchmark compensation for our NEOs in terms of picking a particular percentile relative to other people with similar titles at peer group companies.

We believe that many subjective factors unique to each NEO’s responsibilities and performance are not adequately reflected or otherwise accounted for in a percentile-based compensation determination.

In addition, in determining the appropriate level of total compensation for our NEOs, the Corporate Governance, Nominating and Compensation Committee (i) reviews and considers the performance of each NEO, and (ii) considers, for each NEO, the estimated amount of total compensation:

In addition, in determining the appropriate level of total compensation for our NEOs, the Compensation Committee (i) reviews and considers the performance of each NEO, and (ii) considers, for each NEO, the estimated amount of total compensation:

we would be willing to pay to retain that person;

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the individual could otherwise command in the employment marketplace.

Our People Team leadership reviews comparative data derived from market research and publicly available information for each of the NEOs and then recommends compensation levels for all employees to our CEO.

The CEO then, after consultation with our People Team, makes recommendations to the Corporate Governance, Nominating and Compensation Committee regarding total compensation for each NEO.

The Corporate Governance, Nominating and Compensation Committee reviews and discusses the information and then determines the total compensation for each NEO, as it deems appropriate.

The CEO’s total compensation is determined by the Corporate Governance, Nominating and Compensation Committee outside the presence of the CEO.

Management, including the VP People, reviews comparative data derived from market research and other publicly available information and develops compensation recommendations for the NEOs.

The CEO provides input with respect to the compensation of executive officers other than himself, and the Compensation Committee reviews and determines the total compensation for each NEO as it deems appropriate.

The CEO’s total compensation is determined by the Compensation Committee outside the presence of the CEO.

The Committee’s decision regarding total compensation for the CEO is based on the philosophy outlined above and includes a review of comparative data and consideration of the accomplishments of the CEO in developing the business strategy for the Company, the performance of the Company relative to this strategy and his ability to attract and retain senior management.

In establishing the CEO’s total compensation, the Corporate Governance, Nominating and Compensation Committee is also mindful of the prior results of the shareholder’s Advisory Vote on Executive Compensation.

We provide a base salary to our NEOs to compensate them for services rendered on a day-to-day basis during the year and to provide sufficient fixed cash compensation to allow them to focus on their ongoing responsibilities.

The base salaries of all executive officers are reviewed annually and adjusted when necessary to reflect individual roles and performance as well as market conditions.

In establishing the CEO’s total compensation, the Compensation Committee is also mindful of the prior results of the shareholder’s Advisory Vote on Executive Compensation.

We provide a base salary to our NEOs to compensate them for the scope and responsibilities of their roles and to provide a stable component of total compensation.

The base salaries of all NEOs are reviewed annually and adjusted, when appropriate, to reflect individual roles and performance as well as market conditions.

In Fiscal 2025, the Company discontinued the monthly car allowance previously provided to Mr.

To maintain total cash compensation at substantially the same level, the annual value of the automobile allowance was incorporated into their respective base salaries.

Woroch and Mr.

Ivanov received base salary adjustments as part of the annual compensation review process.

Annual Cash Incentive Bonuses

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These objectives are based upon corporate or service-related targets, rather than individual objectives.

In setting target payout levels under our management incentive compensation plan, our Corporate Governance, Nominating and Compensation Committee considers historical payouts, the total cost to the company should performance objectives be achieved and our retention needs.

The Corporate Governance, Nominating and Compensation Committee determines the initial level of funding for the annual incentive bonus pools during the annual budgeting process and approves provisional quarterly payments, computed on a pro-rata basis, based on quarterly minimum year-to-date targets for our senior officers, including NEOs, taking into account the Company’s actual performance on a year-to-date basis.

In setting target payout levels under our management incentive compensation plan, our Compensation Committee considers historical payouts, the total cost to the Company should performance objectives be achieved and our retention needs.

The Compensation Committee determines the initial level of funding for the annual incentive bonus pools during the annual budgeting process and approves provisional semi-annual payments, computed on a pro-rata basis, based on semi-annual minimum year-to-date targets for our senior officers, including NEOs, taking into account the Company’s actual performance on a year-to-date basis.

The future holdback percentage could be adjusted for each semi-annual period should circumstances warrant it.

The Corporate Governance, Nominating and Compensation Committee retains the right to interpret, rescind, prescribe, amend or suspend payment under our management incentive compensation plan at any time.

Changes made by the Corporate Governance, Nominating and Compensation Committee will however only be on a prospective basis so will not impact any semi-annual rights our NEO’s and senior officers may have up to the date of the change.

The Compensation Committee retains the right to interpret, rescind, prescribe, amend or suspend payment under our management incentive compensation plan at any time.

Changes made by the Compensation Committee will however only be on a prospective basis so will not impact any semi-annual rights our NEO’s and senior officers may have up to the date of the change.

The performance goals under our management incentive compensation plan consists of two components;

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Basis for Target incentive Bonus for 2026

Target incentive

Bonus Opportunity(1)

Basis for Target incentive Bonus for 2024

50% Ting targets, 20% Wavelo targets and 30% Tucows Domains targets

Ivan Ivanov (2)

50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets

Target incentive Bonus Opportunity ( 1 ) Basis for Target incentive Bonus for 2025

David Woroch ( 2 )

$474,800 100% Tucows targets

$166,848 100% Tucows Domains targets

$254,616 100% Tucows targets

$240,000 50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets

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$327,022 100% Wavelo targets

100% Domain Services targets

50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets

$216,300 100% Tucows targets

$210,000 50% Ting targets, 25% Wavelo targets and 25% Tucows Domains targets

Davinder Singh (2)

Elliot Noss ( 2 )

- Not applicable

$451,880 50% Ting targets, 20% Wavelo targets and 30% Tucows Domains targets

All dollar amounts below are shown U.S.

Amounts payable in Canadian dollars for 2024 have been converted into U.S.

dollars based upon the exchange rate of [1.3699] Canadian dollars for each U.S.

dollar , the average OANDA exchange rate for 2024 as at December 31, 2024 .

Amounts payable in Canadian dollars during the 2025 fiscal year have been converted into U.S.

Amounts payable in Canadian dollars for 2025 and 2026 have been converted into U.S.

dollars based upon the exchange rate of 1.369 Canadian dollars for each U.S.

dollar, which represents the year-end exchange rate as at December 31, 2024

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

Our Corporate Governance, Nominating and Compensation Committee met in May 2024 and determined the achievement of the financial objectives applicable under the management incentive compensation plan for 2024 had been partially achieved.

In connection with the Corporate Governance, Nominating and Compensation Committee’s annual review process, the Committee also approved a new set of performance goals under our management incentive compensation plan for Fiscal 2024 and decided not to increase the incentive bonus target opportunity for our NEOs.

dollar, the average OANDA exchange rate for the year ended December 31, 2025 .

Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025.

Noss served as Chief Executive Officer until his resignation effective November 6, 2025.

Our Compensation Committee determined the achievement of the financial objectives applicable under the management incentive compensation plan for 2025 had been partially achieved.

In connection with the Compensation Committee’s annual review process, the Committee also approved a new set of performance goals under our management incentive compensation plan for Fiscal 2026 and decided not to increase the incentive bonus target opportunity for our NEOs.

Equity-Based Awards

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For subsequent equity grants to our NEOs, our Corporate Governance, Nominating and Compensation Committee receives input from our CEO and the People Team leadership.

In connection with its annual review process, the Corporate Governance, Nominating and Compensation Committee approved, effective June 17, 2024, the following Company Option awards to our NEOs with the exception of Mr Ivanov, whose company options were awarded on July 15, 2024.

In connection with its annual review process, the Corporate Governance, Nominating and Compensation Committee approved, effective June 17, 2025, the following Company Option awards to Messrs.

Noss, Woroch and Fauset.

These options vest in equal installments on each of the first four anniversaries of the grant date, generally subject to the NEO's continued employment with us.

The first 5,000 of Mr.

Ivanov’s options vested on January 15, 2025;

the remaining 15,000 shares will vest in a series of 42 successive equal monthly installments upon Mr.

Ivanov’s completion of each additional month of service over the 42-month period thereafter.

Ivanov was also granted 150,000 subsidiary options in Wavelo on July 15, 2024.

Please see “Note 15– Stock Option Plans” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for a detailed description of these plans.

In connection with his promotion to Chief Executive Officer, the Compensation Committee approved a grant of 20,000 stock options to Mr.

Woroch on November 26, 2025 under the Company’s equity compensation plan.

The Committee determined that this award supports the Company’s executive compensation objectives by aligning Mr.

Woroch’s interests with long-term shareholder value and promoting retention.

The options vest in four equal annual installments beginning one year after the grant date and have an exercise price equal to the fair market value of the Company’s common stock on the date of grant.

In September 8, 2025, the Compensation Committee approved a grant of 20,000 stock options to Mr.

Ivanov, Chief Financial Officer, in recognition of his increased responsibilities and contributions to the Company.

The award was granted under the Company’s equity compensation plan to reinforce alignment with the Company’s long-term performance objectives and support retention.

These options vest in four equal annual installments beginning one year after the grant date and have an exercise price equal to the fair market value of the Company’s common stock on the date of grant.

Please see “Note 15.

Stock Option Plans” to Consolidated Financial Statements, for a detailed description of these plans.

The following table sets forth the number of Company Options granted in Fiscal 2025 and their corresponding aggregate grant date fair value as of December 31, 2025 .

Number of Company Options

Aggregate Grant Date Fair Value (US Dollars)

Ivan Ivanov (1)

Aggregate Grant Date Fair Value (U.S.

David Woroch ( 1 )

22,250 $ 232,598

20,000 $ 169,252

Justin Reilly

Davinder Singh (1)

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

1,124 $ 10,566

Elliot Noss ( 1 )

4,500 $ 42,300

The following table sets forth the number of Subsidiary Options granted in Fiscal 2025 and their corresponding aggregate grant date fair value as of December 31, 2025

Number of Subsidiary Options

Aggregate Grant Date Fair Value (US Dollars)

Ivan Ivanov (1)

Aggregate Grant Date Fair Value (U.S.

Justin Reilly

Davinder Singh (1)

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

David Woroch ( 1 )

Elliot Noss ( 1 )

Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025.

Noss served as Chief Executive Officer until his resignation effective November 6, 2025.

During Fiscal 2025 options exercised and vested for our named executive officers were as follows:

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Subsidiary options vested during Fiscal 2025 Ting

Ivan Ivanov (1)

David Woroch ( 1 )

- 8,500 - - -

- 8,928 - 15,625 -

Justin Reilly

Davinder Singh (1)

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

- 2,250 - 1,125,000 -

- 7,843 - - -

Elliot Noss ( 1 )

- 22,500 - 250,000 567,568

Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025.

Noss served as Chief Executive Officer until his resignation effective November 6, 2025.

Severance and Change of Control Benefits

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long term disability insurance;

a registered retirement savings matching program;

a registered retirement savings and 401 (k) matching program;

a healthcare spending account;

a car allowance;

an annual medical;

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We currently do not require our executive officers to own a particular number of shares of our common stock.

The Corporate Governance, Nominating and Compensation Committee is satisfied that stock and option holdings among our executive officers are sufficient at this time to provide motivation and to align their interests with those of our stockholders.

The Compensation Committee is satisfied that stock and option holdings among our executive officers are sufficient at this time to provide motivation and to align their interests with those of our stockholders.

However, we prohibit all directors and employees from hedging their economic interest in the Company securities that they hold.

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We do not provide any tax gross-ups to our executive officers or directors.

In designing our compensation programs, the Corporate Governance, Nominating and Compensation Committee considers the financial accounting and tax consequences to Tucows as well as the tax consequences to our employees.

In determining the aggregate number and mix of equity grants in any fiscal year, the Corporate Governance, Nominating and Compensation Committee and management consider the size and share-based compensation expense of the outstanding and new equity awards.

In designing our compensation programs, the Compensation Committee considers the financial accounting and tax consequences to Tucows as well as the tax consequences to our employees.

In determining the aggregate number and mix of equity grants in any fiscal year, the Compensation Committee and management consider the size and share-based compensation expense of the outstanding and new equity awards.

Section 162 (m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to their chief executive officer, chief financial officer and the next three most highly compensated executive officers (as well as certain other officers who were covered employees in years after 2016 ).

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Tax deductibility is not the primary factor used by the Committee in setting compensation, however, and corporate objectives may not necessarily align with the requirements for full deductibility under Section 162 (m).

Our Corporate Governance, Nominating and Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our NEOs.

Our Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our NEOs.

We believe it is important and in the best interests of our shareholders to preserve flexibility in administering compensation programs as corporate objectives may not always be consistent with the requirements for full deductibility under Section 162 (m).

Compensation Risk Assessment

The Corporate Governance, Nominating and Compensation Committee oversaw the performance of a risk assessment of our Executive Compensation Program to ascertain any potential material risks that may be created by this program.

The Compensation Committee oversaw the performance of a risk assessment of our Executive Compensation Program to ascertain any potential material risks that may be created by this program.

Because performance-based incentives are used in our executive compensation program, it is important to ensure that these incentives do not result in our NEOs taking unnecessary or excessive risks or any other actions that may conflict with our long-term interests.

The Corporate Governance, Nominating and Compensation Committee considered the following attributes of our Executive Compensation Program:

The Compensation Committee considered the following attributes of our Executive Compensation Program:

the balance between short- and long-term incentives;

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incentive compensation components that are paid or vest over an extended period.

The Corporate Governance, Nominating and Compensation Committee focuses primarily on the compensation of our NEOs because risk-related decisions depend predominantly on their judgment.

The Corporate Governance, Nominating and Compensation Committee believes that risks arising from our policies and practices for compensation of other employees are not reasonably likely to have a material adverse effect on us.

The Compensation Committee focuses primarily on the compensation of our NEOs because risk-related decisions depend predominantly on their judgment.

The Compensation Committee believes that risks arising from our policies and practices for compensation of other employees are not reasonably likely to have a material adverse effect on us.

Compensation Committee Report

The Corporate Governance, Nominating and Compensation Committee has reviewed and discussed the foregoing CD&A with management and, based on such review and discussions, the Corporate Governance, Nominating and Compensation Committee has recommended to the Board that the CD&A be included in this Annual Report.

Submitted by the following members of the Corporate Governance, Nominating and Compensation Committee:

Robin Chase (Chair)

The Compensation Committee has reviewed and discussed the foregoing CD&A with management and, based on such review and discussions, the Compensation Committee has recommended to the Board that the CD&A be included in this Annual Report.

Submitted by the following members of the Compensation Committee:

Stephan Uhrenbacher (Chair)

Laurenz Nienaber

Summary Compensation Table

The following Summary Compensation table provides a summary of the compensation earned by our NEOs, comprising our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated executive officers for services rendered in all capacities during 2024.

The following Summary Compensation table provides a summary of the compensation earned by our NEOs, comprising our Chief Executive Officer, our Chief Financial Officer, and our two most highly compensated executive officers for services rendered in all capacities during 2025 .

Specific aspects of this compensation are dealt with in further detail in the tables that follow.

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Name and Principal Position

Salary (1) ($)

Non-Equity Incentive Plan ( 1 ) ($)

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All Other Compensation ( 4 ) ($)

President and Chief Executive Officer of Tucows and Ting

David Woroch ( 6 )

$ 322,440 $ 227,178 $ 232,598 $ 3,035 $ 785,251

Chief Executive Officer, Tucows Inc and Tucows Domains

292,141 153,502 141,089 8,034 594,766

296,472 163,982 55,815 7,041 523,310

Ivan Ivanov ( 7 )

Chief Financial Officer

406,000 177,292 169,252 14,600 767,144

Chief Financial Officer, and Chief Executive Officer, Ting

166,667 111,756 195,800 109,201 583,424

Justin Reilly

560,838 83,159 - 715 644,712

Chief Executive Officer, Wavelo

Chief Executive Officer, Tucows Domains

572,597 - - 876 573,473

581,085 355,104 - 1,482 937,671

350,000 154,362 10,566 14,600 529,528

Chief Legal Officer and Vice-President, Regulatory Affairs

Davinder Singh (5)

Chief Financial Officer

Due to administrative error, the information in this column has been updated to reflect gross salary.

350,000 186,900 125,297 14,800 676,997

350,000 167,290 39,070 17,913 574,273

Elliot Noss ( 6 )

410,980 133,008 42,300 2,555,164 3,141,452

Former President and Chief Executive Officer of Tucows and Ting

474,730 390,766 55,815 210,372 1,131,683

481,767 281,452 73,781 495,571 1,332,571

Represents bonus earned under our incentive programs during the fiscal years ended December 31, 2025 , 2024 and 2023 .

1 unchanged sentence

Justin Reilly

Davinder Singh

Of the 2024 amount, the following amounts representing the bonus for the third and fourth quarter were paid in March 2025 :

Justin Reilly

Davinder Singh

Of the 2023 amount, the following amounts representing the bonus for the third and fourth quarter were paid in February 2024 :

Justin Reilly

Davinder Singh

Represents the aggregate grant date fair value of such Company Options, calculated in accordance with FASB ASC 718.

Please see “Note 15– Stock Option Plans” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for a discussion of the assumptions underlying these calculations.

( 3 ) Represents the aggregate grant date fair value of such Company Options, calculated in accordance with ASC 718.

Please see “Note 15.

Stock Option Plans” to the Consolidated Financial Statements, for a discussion of the assumptions underlying these calculations.

Amounts reported in this column are comprised of the following items:

Stock Options ( 5 )

David Woroch ( 6 )

$ 2,003 $ 1,032 $ - $ - $ - $ - $ 3,035

2,556 5,478 - - - - 8,034

1,482 5,559 - - - - 7,041

Ivan Ivanov ( 7 )

600 - - - 14,000 - 14,600

- - - 109,201 - - -

- - - - - - -

Justin Reilly

Davinder Singh (5)

Represents the aggregate grant date fair value of such Subsidiary Options, calculated in accordance with FASB ASC 718.

715 - - - - - 715

876 - - - - - 876

1,142 - - - - - 1,142

600 - - - 14,000 - 14,600

1,000 - - - 13,800 - 14,800

- - - 5,043 12,870 - 17,913

Elliot Noss ( 6 )

716 1,238 2,508,210 - - 45,000 2,555,164

876 6,573 - - - - 7,449

2,001 6,671 - 201,700 - - 210,372

Represents the aggregate grant date fair value of such Subsidiary Options, calculated in accordance with ASC 718.

Please see “Note 15.

Stock Option Plans” to the Consolidated Financial Statements, for a discussion of the assumptions underlying these calculations.

Woroch was appointed Chief Executive Officer of Tucows Inc.

effective November 6, 2025.

His reported salary reflects compensation earned both prior to and following his appointment as CEO and is therefore blended for the fiscal year.

Noss served as Chief Executive Officer until his resignation, also effective November 6, 2025.

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

Executive Pay Ratio

In August 2015 pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (‟PEO”).

The Company’s PEO is Mr.

The annual total compensation for fiscal year 2024 for our PEO was $975,734,and for the median employee was $84,386.

The resulting ratio of our PEO’s pay to the pay of our median employee for fiscal year 2024 is 12 to 1.

The measurement was prepared as of December 31, 2024 based on active employees as at that date and total compensation for the annual period then ended.

The Company utilized tax records to determine the total annual compensation based on gross employment income for each individual Form W-2 or equivalent for our international subsidiaries.

Gross employment income includes salaries, bonus, company medical benefits, car allowance and benefits from exercise of stock-options.

We determined the compensation of our median employee (i) by calculating the annual total compensation described above for each of our employees, (ii) ranking the annual total compensation of all employees except for the PEO from lowest to highest and (iii) determining the Median Employee.

The Median Employee’s Fiscal 2024 compensation was then determined in a manner consistent with the Summary Compensation Table above and compared to the PEO to derive the ratio.

Ex ecutive Pay Ratio

During Fiscal 2025 more than one individual served as PEO at different times during the year.

In accordance with Instruction 10 to Item 402 (u) of Regulation S-K, the Company determined to use the annual total compensation of the individual serving as PEO on December 31, 2025, Mr.

Woroch, for purposes of calculating the pay ratio.

Woroch’s compensation was annualized based on his base salary and target annual incentive opportunity in effect as of December 31, 2025.

For Fiscal 2025, the annualized total compensation of our PEO was $949,520 and the annual total compensation of our median employee was $75,493.

Based on this information, the ratio of the annual total compensation of our PEO to that of our median employee was approximately 13 to 1.

The pay ratio was determined using a measurement date of December 31, 2025 and based on employees active as of that date.

To identify the median employee, the company used annual base salary plus target annual incentive opportunity as the consistently applied compensation measure.

The Company (i) calculated the sum of annual base salary and target annual incentive opportunity for each employee (excluding the PEO), (ii) ranked such amounts from lowest to highest, and (iii) identified the median employee.

For employees paid in currencies other than U.S.

dollars, compensation amounts were converted to U.S.

dollars using the applicable exchange rates in effect as of December 31, 2025.

Grants of Plan-Based Awards

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Threshold ($)

Ivan Ivanov (3)

David Woroch ( 3 )

— $ 237,400 $ 474,800 $ 474,800 — — —

— — — 2,250 19.57 21,150

— — — 20,000 21.58 211,448

— 120,000 240,000 240,000 — — —

— — — 20,000 17.38 169,252

Justin Reilly

Davinder Singh (3)

— 163,511 327,022 327,022 — — —

— 105,000 210,000 210,000 — — —

— — — 1,124 19.57 10,566

Elliot Noss ( 3 )

— — — 4,500 19.57 42,300

The amounts represent the range of payouts under the 2025 Annual Cash Incentive Bonus plan assuming the achievement of corporate and individual performance targets as further described in "Annual Cash Incentive Bonuses." Amounts above reflect adjustment for any changes in base pay and resulting target bonus percentage during 2024.

Represents the grant date fair value of such awards, calculated in accordance with FASB ASC 718.

Please see “Note 15 – Stock Option Plans” of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for a discussion of the assumptions underlying these calculations.

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

Represents the grant date fair value of such awards, calculated in accordance with ASC 718.

Please see “Note 15.

Stock Option Plans” to the Consolidated Financial Statements, for a discussion of the assumptions underlying these calculations.

Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025.

Noss served as Chief Executive Officer until his resignation effective November 6, 2025.

The following table sets forth information concerning Subsidiary plan-based awards granted to our NEOs in 2025 :

3 unchanged sentences

Grant date fair value of Subsidiary Option awards ( 1 )

Ivan Ivanov (2)

Justin Reilly

Represents the grant date fair value of such awards, calculated in accordance with FASB ASC 718.

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

Please see “Note 15.

Stock Option Plans” to the Consolidated Financial Statements, for a discussion of the assumptions underlying these calculations.

Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025.

Noss served as Chief Executive Officer until his resignation effective November 6, 2025.

Outstanding Equity Awards at Fiscal Year-End

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Option Expiration Date

Ivan Ivanov (1)

David Woroch ( 1 )

2,250 - $62.12 5/28/2026

2,250 - 60.01 5/28/2027

4,000 - 79.44 5/12/2028

7,500 2,500 41.97 6/17/2029

2,500 2,500 26.78 6/29/2030

3,750 11,250 20.59 6/17/2031

- 2,250 19.57 6/5/2032

20,000 21.58 11/26/2032

22,250 38,500

8,928 11,072 $21.88 7/15/2031

- 20,000 $17.38 9/8/2032

Justin Reilly

Davinder Singh (1)

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

6,750 - $55.19 9/16/2026

2,250 - 60.01 5/28/2027

4,000 - 79.44 5/12/2028

3,750 1,250 41.97 6/17/2029

1,124 - 62.12 5/28/2026

1,124 - 60.01 5/28/2027

2,498 - 79.44 5/11/2028

1,875 625 41.97 6/29/2029

443 1,299 26.78 6/29/2030

875 2,625 20.59 6/17/2031

2,500 7,500 20.25 9/3/2031

- 1,124 19.57 6/5/2032

10,439 13,173

Elliot Noss ( 1 )

4,500 - $62.12 5/28/2026

4,500 - 60.01 5/28/2027

5,000 - 79.44 5/12/2028

5,000 - 41.97 6/17/2029

5,000 - 26.78 6/29/2030

15,000 - 20.59 6/17/2031

4,500 - 19.57 6/5/2032

Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025.

Noss served as Chief Executive Officer until his resignation effective November 6, 2025.

The stock options grants listed in the above table were issued under our 2006 Plan.

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Option Expiration Date

Ivan Ivanov (1)

15,625 - 134,375 - 1.27 7/14/2031

15,625 - 134,375 -

Justin Reilly

Davinder Singh (1)

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

4,500,000 - - - 1.27 11/8/2029

4,500,000 - - -

75,000 - - - 1.27 11/8/2029

- 25,000 - - 6.00 1/15/2030

75,000 25,000 - -

Elliot Noss ( 1 )

1,000,000 - - - 1.27 11/8/2029

- 2,000,000 - - 6.00 1/15/2030

1,000,000 2,000,000 - -

Noss served as Chief Executive Officer until his resignation effective November 6, 2025.

The stock option grants listed in the above table were issued under the Wavelo, Inc.

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Actual amounts can only be determined upon the triggering event.

Elliot Noss (1)

without Cause (Dollar amounts in U.S.

Control (Dollar amounts in U.S.

Base Salary/Severance (2)

Bonus Plan (3)

Acceleration of Unvested Equity Awards (4)

Car Allowance

Healthcare Flexible Spending Account

Ivan Ivanov ( 1 )

2 unchanged sentences

Base Salary/Severance ( 2 )

412,000 412,000

Bonus Plan ( 3 )

247,200 247,200

Acceleration of Unvested Equity Awards ( 4 )

Car Allowance

Benefits ( 5 )

Healthcare Flexible Spending Account

$ 659,200 $ 659,200

Bret Fausett ( 1 )

2 unchanged sentences

Base Salary/Severance ( 2 )

$ 408,333 $ 408,333

Bonus Plan ( 3 )

245,000 245,000

Acceleration of Unvested Equity Awards ( 4 )

Car Allowance

Benefits ( 5 )

Healthcare Flexible Spending Account

$ 653,333 $ 653,333

Justin Reilly ( 1 )

2 unchanged sentences

Base Salary/Severance ( 2 )

$ 841,743 $ 841,743

Bonus Plan ( 3 )

505,046 505,046

Acceleration of Unvested Equity Awards ( 4 )

Car Allowance

Benefits ( 5 )

Healthcare Flexible Spending Account

$ 1,347,519 $ 1,347,519

David Woroch ( 1 )

2 unchanged sentences

Base Salary/Severance

$ 1,822,227 $ 1,822,227

Bonus Plan ( 3 )

1,822,227 1,822,227

Acceleration of Unvested Equity Awards ( 4 )

Car Allowance

Benefits ( 5 )

Healthcare Flexible Spending Account

$ 3,652,304 $ 4,058,268

For the purpose of the table we assumed an annual base salary at the executive’s level as of December 31, 2025 .

Severance for Mr.

Noss is compensation for one year plus one-month additional compensation for each completed year of service.

Total compensation is capped at 24 months.

Fausett, Reilly and Woroch, severance compensation is for six months plus one-month additional compensation for each completed year of service.

Total compensation is capped at 24 months.

Severance for Mr.

Ivan is 12 months base salary prior to 18 months anniversary of August 05, 2024.

Ivanov, severance compensation is twelve ( 12 ) months of base salary if termination occurs prior to the 18 -month anniversary of his Effective Date of July 15, 2024, and thereafter six ( 6 ) months of base salary plus one ( 1 ) week of base salary for each completed year of service, subject to a maximum of twenty-four ( 24 ) months of base salary.

Fausett, severance compensation is six ( 6 ) months of base salary plus one additional month of base salary for each completed year of service, subject to a maximum of twenty-four ( 24 ) months.

Reilly, severance compensation is twelve ( 12 ) months of base salary plus one ( 1 ) additional month of base salary for each completed year of service, subject to a maximum of twenty-four ( 24 ) months.

For the purpose of the table we assumed that the annual incentive bonus target as of December 31, 2025 had been achieved and that no overachievement bonus or special bonuses would be payable.

For purposes of the above table, we have assumed that if we terminate Mr.

Noss without cause all his unvested options vest automatically and that for Messrs.

Ivanov, Fausett, Reilly and Woroch, their options continue to vest through any severance period.

On a change in control we have assumed that all unvested options for Mr.

Noss vest automatically and that for Messrs.

Ivanov, Fausett, Reilly and Woroch, their options continue to vest through and until the end of any severance period.

Woroch, Ivanov, Fausett, and Reilly, their options continue to vest through and until the end of any severance period.

Amounts disclosed in this table equal the closing market value of our common stock as of December 31, 2025 , minus the exercise price, multiplied by the number of unvested shares of our common stock that would vest.

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These employment contracts detail the severance payments that will be provided on termination of employment and the consequent obligations of non-competition and non-solicitation.

The following details the cash severance payment that will be paid to each of the named executive officers in the event of termination without cause or termination for good reason.

The following details the cash severance payment that will be paid to each of the named executive officers in the event of termination without cause.

Upon termination without cause, Messrs.

Woroch, Reilly and Fausett are each entitled to a severance payment in the amount of six months’ compensation plus one months’ compensation for each additional completed year of service.

Ivanov, Reilly and Fausett are each entitled to a severance payment as set forth in their respective employment agreements.

Severance payments can be made in equal monthly installments.

Woroch, Reilly and Fausett are each bound by a standard non-competition covenant for a period of twelve months following their termination.

Ivanov is terminated by the Company without cause and executes a release prior to the 18-month anniversary of August 5, 2024, he will receive (a) 12 months’ base salary (at the rate then in effect), plus (b) his target annual bonus for the year of termination.

Ivanov is terminated by the Company without cause and executes a release on or after the 18-month anniversary of August 5, 2024, he will receive (a) six months base salary (at the rate then in effect), plus (b) one week of his base salary (at the rate then in effect) for each completed year of service with the Company, up to an aggregate sum for subsections (a) and (b) equal to 24 months of base salary, and (c) his target annual bonus for the year of termination.

Noss’s employment agreements is subject to early termination by us due to:

the death or disability of the executive;

for “cause;” or

without “cause.”

If we terminate Mr.

Noss without “cause,” he is entitled to receive 12 months of compensation plus one month of compensation for each year of service, to a maximum of 24 months of compensation.

Ivanov, Reilly and Fausett are each bound by a standard non-competition covenant for a period of twelve months following their termination.

Ivanov, severance consists of twelve months of base salary if termination occurs prior to the 18 -month anniversary of July 15, 2024, and thereafter six months of base salary plus one week of base salary for each completed year of service, subject to a maximum of twenty-four months of base salary.

Fausett, severance consists of six months of base salary plus one additional month of base salary for each completed year of service, subject to a maximum of twenty-four months of base salary.

Reilly, severance costs of twelve months of base salary plus one additional month of base salary for each completed year of service, subject to a maximum of twenty-four months of base salary.

Effective November 6, 2025, Mr.

Woroch was appointed President and Chief Executive Officer and entered into a new fixed-term employment agreement with an initial term ending November 30, 2029.

Under this fixed term employment agreement, upon termination without cause, Mr.

Woroch is entitled to:

Base salary through November 30, 2029, payable in accordance with the Company’s normal payroll practices;

Continuation of certain health and dental benefits through November 30, 2029;

Pro-rata target annual incentive bonus payments through November 30, 2029, calculated at 100% of base salary and prorated for partial years;

● Continued vesting of outstanding equity awards through November 30, 2029 in accordance with the terms of the applicable equity compensation plans.

These payments and benefits are subject to applicable withholdings and deductions and constitute Mr.

Woroch’s exclusive contractual entitlements upon termination without Cause, subject to statutory entitlements under applicable employment standards legislation.

For purposes of the employment agreements, “cause” is defined to mean the executive’s conviction (or plea of guilty or nolo contendere) for committing an act of fraud, embezzlement, theft or other act constituting a felony or willful failure or an executive’s refusal to perform the duties and responsibilities of his position, which failure or refusal is not cured within 30 days of receiving a written notice thereof from our Board.

Employment Agreements—Change in Control

Under his employment agreements, Mr.

Noss is also entitled to the change in control benefits described in the following paragraph if:

the executive resigns with or without “good reason” within the 30-day period immediately following the date that is six months after the effective date of the “change in control;” or

within 18 months after a “change in control” and executive’s employment is terminated either:

without “cause;” or

by resignation for “good reason.”

If an executive’s employment is terminated following a change in control under the circumstances described in the preceding paragraph, the executive is entitled to receive a lump sum payment based upon the fair market value of the Company on the effective date of the “change in control” as determined by our Board in the exercise of good faith and reasonable judgment taking into account, among other things, the nature of the “change in control” and the amount and type of consideration, if any, paid in connection with the “change in control.” Depending on the fair market value of the company, the lump sum payments range from $375,000 to $2 million for Mr.

In addition to the lump sum payments, all stock options held by Mr.

Noss will be immediately and fully vested and exercisable as of the date of termination.

A “change in control” is generally defined as:

the acquisition of 50% or more of our common stock;

a change in the majority of our Board unless approved by the incumbent directors (other than as a result of a contested election);

certain reorganizations, mergers, consolidations, liquidations or dissolutions, unless certain requirements are met regarding continuing ownership of our outstanding common stock.

“Good reason” is defined to include the occurrence of one or more of the following:

the executive’s position, management responsibilities or working conditions are diminished from those in effect immediately prior to the change in control, or he is assigned duties inconsistent with his position;

the executive is required to be based at a location in excess of 30 miles from his principal job location or office immediately prior to the change in control;

the executive’s base compensation is reduced, or the executive’s compensation and benefits taken as a whole are materially reduced, from those in effect immediately prior to the change in control;

we fail to obtain a satisfactory agreement from any successor to assume and agree to perform our obligations to the executive under his employment agreement.

Under his employment agreement, Mr.

Woroch’s agreement, in the event of a Change in Control (as defined in the agreement) and a termination of Mr.

Woroch’s employment in connection therewith, Mr.

Woroch would be entitled to an enhanced severance package consisting of:

Base salary through November 30, 2029;

Continuation of certain health and dental benefits through November 30, 2029;

Pro-rata target annual incentive bonus payments through November 30, 2029, calculated at 100% of base salary and prorated for partial years;

Full acceleration of all unvested stock options, with all outstanding options remaining exercisable for the remainder of their respective terms.

For purposes of the agreement, a “Change in Control” generally includes:

(i) the sale or disposition of all or substantially all of the Company’s assets for cash proceeds;

(ii) the acquisition by any person or group of more than 50% of the combined voting power of the Company’s outstanding securities;

or (iii) the consummation of a merger or similar transaction resulting in cash proceeds to shareholders, unless the Company’s pre-transaction shareholders continue to hold more than 50% of the voting power of the surviving entity in substantially the same proportions.

The employment agreements of Messrs.

Ivanov, Fausett and Reilly do not provide for enhanced cash severance upon a Change in Control, and equity awards under the Company's equity compensation plan accelerate only at the discretion of the Plan Administrator.

All payments are subject to applicable withholdings and deductions.

Separation of Elliot Noss

On November 6, 2025, Tucows Inc.

(the “Company”) announced that Elliot Noss stepped down from his position as President and Chief Executive Officer of the Company, effective November 6, 2025 ( the “Separation Date”), and from any other positions held with the Company and any of the Company’s subsidiaries.

In connection with his departure, the Company and Mr.

Noss entered into a mutual separation agreement dated as of November 6, 2025 ( the “Separation Agreement”).

Pursuant to the Separation Agreement, Mr.

Noss is entitled to receive severance benefits, including:

(i) a cash payment of $2,500,000;

(ii) accelerated vesting of certain outstanding equity awards which had no intrinsic value as of the Seperation Date because the Company's exercise price exceeded the Company's closing stock price on November 6, 2025;

( iii) continuation of group health and dental benefits (including executive health benefits) through November 6, 2027 with an estimate aggregate cost of the Company of approximat ely $25,000;

and (iv) reimbursement of legal fees incurred in connection with the Separation Agreement, up to a maximum of $15,000 .

Receipt of these benefits is conditioned upon Mr.

Noss’s execution of a Release and Indemnity Agreement and continued compliance with the post-employment restrictive covenants contained in his employment agreement with the Company dated January 22, 2003 ( the “Employment Agreement”), including the confidentiality and non-solicitation provisions therein, except that the Company has waived the requirements of Section 7 (a) of the Employment Agreement.

For additional information regarding potential payments upon termination of employment, see “Potential Payments Upon Termination or Change in Control” included elsewhere in this Annual Report on Form 10 -K.

Compensation Committee Interlocks and Insider Participation

The members of the Corporate Governance, Nominating and Compensation Committee of our Board during 2024 we re Ms.

Chase (Chair), Mr.

Schwartz (until November 2023), Ms.

Sohn (beginning November 2023) and Mr.

Matheson (beginning November 2023).

T o ensure that our compensation policies are administered in an objective manner, our Corporate Governance, Nominating and Compensation Committee is comprised entirely of independent directors.

None of the members of our Corporate Governance, Nominating and Compensation Committee has ever been an officer or employee of the Company or its subsidiaries.

None of our executive officers serves as a member of the Board or compensation committee of any entity that has one or more executive officers on our Board or Corporate Governance, Nominating and Compensation Committee.

The members of the Governance Committee, which prior to May 21, 2025 was the Corporate Governance, Nominating and Compensation Committee, are Mr.

Matheson (Chair), Dr.

Matz, and Mr.

As of May 21, 2025, the Company formed a separate Compensation Committee whose members are Mr.

Uhrenbacher (Chair), Mr.

Nienaber, and Mr.

To ensure that our compensation policies are administered in an objective manner, our prior Corporate Governance, Nominating and Compensation Committee and, as of May 21, 2025, the Compensation Committee are comprised entirely of independent directors.

No member of our prior Corporate Governance, Nominating and Compensation Committee and, as of May 21, 2025, the Compensation Committee has ever been an officer or employee of the Company or its subsidiaries.

None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our Board or our prior Corporate Governance, Nominating and Compensation Committee and, as of May 21, 2025, the Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

9 unchanged sentences

Justin Reilly

Stephan Uhrenbacher

Laurenz Malte Nienaber

Jeffrey Schwartz

Davinder Singh

All directors and executive officers as a group (13 persons)

All directors (including former directors) and executive officers as a group (17 persons)

Less than 1%.

1 unchanged sentence

Includes an aggregate of 114,670 shares of common stock that are held in Mr.

Noss’s RRSP accounts.

Noss’s RRSP accounts and 6,000 held by Mr.

Noss's US Retirement Savings account.

Includes 1,639 shares of common stock that are held in Mr.

2 unchanged sentences

Noss's spouse, for which Mr.

Noss disclaims ownership, and 38,968 shares of common stock that are held in Mr.

Noss’s former spouses name, over which he has voting power only, pursuant to a separation agreement of 2013.

Includes 437,941 shares of Common Stock that are subject to a loan and pledge arrangement entered into by Mr.

Noss disclaims ownership, and and 38,968 shares of common stock that are held in Mr.

Noss’s former spouses name, over which he has voting power only .

Includes approximately 198,729 shares of Common Stock (the number of shares is dynamic and represent $5 million CAD value) that are subject to a loan and pledge arrangement entered into by Mr.

Noss in order to satisfy the required Canadian taxes and exercise price due in connection with the exercise of expiring options.

Ivanov became Chief Financial Officer on August 5, 2024.

Singh served as Chief Financial Officer until his resignation effective August 2, 2024.

The amount also includes 20,250 shares held in a charitable organization over which Mr.

Noss has shared voting and investment power.

Includes 755 shares held in Mr.

Ivanov's 401(K) retirement savings plan.

Includes 54,984 shares of common stock that are held in Mr.

3 unchanged sentences

Includes 3,000 shares of common stock that are held directly by Mr.

Includes 100 shares of common stock that are held directly by Mr.

Nienaber's wife.

Share Ownership of Certain Beneficial Owners

The following table sets forth information with respect to each shareholder known to us to be the beneficial owner of more than 5% of our outstanding common stock a s of March 13, 2025 e xcept for Mr.

Noss, whose beneficial ownership of shares is descri bed in the table above.

The following table sets forth information with respect to each shareholder known to us to be the beneficial owner of more than 5% of our outstanding common stock as of March 12, 2026 except for Mr.

Noss, whose beneficial ownership of shares is described in the table above.

Beneficial Ownership of Common Stock

11 unchanged sentences

Dublin, Ireland A94 YY39

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

Monega Kapitalanlagegesellschaft mbH

Stolkgasse 25-45, 50667 Koln,

Based on 11,128,972 shares outstanding as of March 10, 2026.

6 unchanged sentences

has shared voting power and shared dispositive power over 1,091,985 shares of common stock.

This information is based solely on a review of a Schedule 13G/A filed with the SEC on January 17, 2024 by Blacksheep Fund Management Limited.

Blackrock Inc.

has sole voting power over 582,011 shares of common stock and sole dispositive power over 586,999 shares of common stock.

This information is based solely on a review of a Schedule 13G/A filed with the SEC on November 08, 2024 by Blackrock Inc.

This information is based solely on a review of a Schedule 13G/A filed with the SEC on May 15, 2025 by Blacksheep Fund Management Limited.

Monega Kapitalanlagegesellschaft mbH has sole voting and sole dispositive power over 601,155 shares of common stock.

This information is based solely on a review of a Schedule 13G/A filed with the SEC on May 15, 2025 by Monega Kapitalanlagegesellschaft mbH.

Equity Compensation Plan Information

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Neither we nor the Audit Committee are aware of any transaction that was required to be reported with the SEC where such policies and procedures either did not require review or were not followed.

In connection with Mr.

Noss's resignation as Chief Executive Officer effective November 6, 2025, Mr.

Noss entered into a consulting agreement pursuant to which he will provide consulting services relating to Ting at a monthly fee of $25,000.

This arrangement was reviewed and approved by the Audit Committee in accordance with the Company's the Company's customary policies and practices.

Director Independence

Our Board has determined that each of Messrs.

Karp, Gissin, Matheson, and Schwartz, Ms.

Carl, and Ms.

Sohn are independent directors, as prescribed by the listing standards of the NASDAQ Capital Market.

Nienaber, Matheson, Taylor, Tory, and Uhrenbacher, Dr.

Matz, and Ms.

Carl are independent directors, as prescribed by the listing standards of the NASDAQ Capital Market.

In this Annual Report, each of these seven directors are referred to individually as an “independent director” and collectively as the “independent directors”.

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Consists of fees and expenses for tax compliance and advisory services.

All other services not included in the above.

Consists of permitted services other than those included above, in respect of certain transaction-related services.

Audit Committee pre-approval of audit and permissible non-audit services of independent auditors.

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2006 Equity Compensation Plan, as amended and restated, and approved by Shareholders as of September 8, 2020 (Incorporated by reference to Exhibit 4.1 filed with Tucows form S-8 as filed with the SEC on November 25, 2020).

Employment Agreement, dated as of January 22, 2003, by and between Tucows.com Co.

and Elliot Noss (Incorporated by reference to Exhibit 10.3 filed with Tucows’ Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the SEC on March 28, 2003).

Lease between 707932 Ontario Limited and Tucows International Corporation, dated as of December 10, 1999 (Incorporated by reference to exhibit number 10.9 filed with Tucows’ Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the SEC on April 1, 2002).

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Credit Agreement, dated as of September 22, 2023, by and among, Tucows Inc.

and its wholly owned subsidiaries, Tucows.com Co., Ting Inc., Tucows (Delaware) Inc., Wavelo Inc., and Tucows (Emerald), LLC, Bank of Montreal as Agent and other parties thereto (Incorporated by references to Exhibit 10.1 filed with Tucows' Current Report on Form 8-K, as filed with the SEC on September 25, 2023).

and its wholly owned subsidiaries, Tucows.com Co., Ting Inc., Tucows (Delaware) Inc., Wavelo Inc., and Tucows (Emerald), LLC, Bank of Montreal as Agent and other parties thereto as amended by that certain Extension agreement dated September 8, 2025 (Incorporated by references to Exhibit 10.1 filed with Tucows' Current Report on Form 8-K, as filed with the SEC on September 8, 2025).

Note Purchase Agreement, dated as of May 4, 2023, by and among Ting Issuer LLC, the asset entities party thereto, Ting Holdco LLC, Ting Fiber, LLC, and each of the Purchasers listed on the Purchaser Schedule thereto (Incorporated by reference to Exhibit 10.1 filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on May 5, 2023)

Note Purchase Agreement, dated as of August 20, 2024, by and among Ting Issuer LLC, the asset entities party thereto, Ting Holdco LLC, Ting Fiber, LLC, and each of the Purchasers listed in Purchaser Schedule thereto (Incorporated by reference to Exhibit 10.1* filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on August 23, 2024).

Sixth Amendment to Mobile Virtual Network Enable (“MNVE”) Master Service Agreement effective as of January 1, 2025, by and between Wavelo, Inc.

and DISH Wireless L.L.C.

(Incorporated by reference to Exhibit 10.1 filed with Tucows’ Quarterly Report on Form 10-Q, as filed with SEC on May 8, 2025).

Mutual Separation Agreement and Release and Indemnity Agreement, dated as of November 6, 2025, by and between Tucows Inc.

and Elliot Noss

Consulting Agreement, dated as of November 6, 2025, by and between Tucows Inc.

and Elliot Noss

Employment Agreement, dated as of November 6, 2025, by and between Tucows Inc.

and David Woroch

Insider Trading Policy.

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Consent of Deloitte LLP, Independent Registered Public Accounting Firm.

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

Chief Executive Officer’s Rule 13a-14(a)/15d-14(a) Certification.

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Chief Financial Officer’s Section 1350 Certification.

Compensation Recoupment Policy of Tucows Inc., dated November 17, 2023.

Compensation Recoupment Policy of Tucows Inc., dated November 17, 2023 (Incorporated by reference to Exhibit 97.1 filed with Tucows’ Annual Report on Form 10-K, filed with the SEC on March 13, 2025)

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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Consolidated Financial Statements of Tucows Inc.

Report of Independent Registered Public Accounting Firm (Deloitte LLP, Toronto, Canada PCAOB ID:

Report of Independent Registered Public Accounting Firm (KPMG LLP, Toronto, Ontario, PCAOB 1D:

Reports of Independent Registered Public Accounting Firm ( Deloitte LLP , Toronto, Canada PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024

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We have audited the accompanying consolidated balance sheets of Tucows Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes and the Parent Company Condensed Financial Statements of Tucows Inc.

and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the Parent Company Condensed Financial Statements of Tucows Inc.

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements of the Company for the year ended December 31, 2022, before the effects of the adjustments to retrospectively adjust the segment disclosures in Note 20 for the adoption of the recent accounting pronouncement described in Note 2 to the financial statements, were audited by other auditors whose report, dated March 15, 2023, expressed an unqualified opinion on those financial statements.

We have also audited the adjustments to the 2022 consolidated financial statements to retrospectively adjust the disclosures in Note 20 for the adoption of the recent accounting pronouncement described in Note 2.

Our procedures included (1) examining evidence regarding the amounts and disclosures, and (2) evaluating the overall presentation of the amounts in Note 20.

In our opinion, such retrospective adjustments are appropriate and have been properly applied.

However, we were not engaged to audit, review, or apply any procedures to the 2022 consolidated financial statements of the Company other than with respect to the retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on the 2022 consolidated financial statements taken as a whole.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 12, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue — Refer to Notes 10 and 20 to the financial statements

Critical Audit Matter Description

The Company’s revenues are derived from (a) the provisioning of retail fiber internet services, through Ting, (b) software solutions and professional services through Wavelo;

and from (c) domain name registration contracts, other domain related value-added services, domain sale contracts, and other advertising revenue through Tucows Domains Services (“Tucows Domains”).

The Company’s process to record revenue for Ting and Tucows Domains is highly dependent on information technology systems (“IT systems”) and is impacted by the material weakness identified by management as of December 31, 2023.

While the material weakness was remediated by December 31, 2024, the internal controls over General IT Controls (GITCs) were ineffective for a portion of the year.

We identified the evaluation of the appropriateness and sufficiency of audit evidence over revenue as a critical audit matter, as it required an especially high-level of auditor judgment.

Auditing revenue resulted in an increased extent of audit effort and the nature of audit procedures were designed to obtain audit evidence outside of the IT systems.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to revenue for Ting and Tucows Domains, taking into account the ineffectiveness of certain key IT general controls for a portion of the year, included the following, among others:

Reconciled the extract of revenue transactions from the billing systems to the general ledger;

For a sample of revenue transactions from the general ledger, obtained and inspected source documents, including contracts, invoices, proof of service, subsequent cash receipts, and history of customer payments where applicable;

For a sample of Tucows Domains revenue transactions, agreed them to confirmations, third-party registry information and Internet Corporation for Assigned Names and Numbers (ICANN) database.

Property and equipment — Refer to Notes 2 and 3 to the financial statements

Revenue Recognition — Refer to Notes 10 and 20 to the financial statements

Critical Audit Matter Description

As part of the Company’s 2024 Capital Efficiency Plan, management determined that certain assets under construction within the Ting operating segment would be disposed of by abandonment.

Management estimated the salvage values of these assets based on historical experience, available market information, third party analysis and other assumptions believed to be reasonable under the circumstances.

In addition, management considered subsequent events occurring through the reporting date.

An impairment loss was recognized for the excess of the carrying amount over the estimated salvage values of the assets.

Management’s estimates of the salvage values of the assets under construction involved a high degree of judgment.

Consequently, we identified the salvage values of the assets under construction as a critical audit matter.

Auditing these estimates required significant auditor judgment and an increased extent of audit effort.

The Company generates a significant portion of its revenue from domain name registration contracts within the Tucows Domains segment.

Domain name contracts typically range from one to ten years, and the related revenue is recognized over time based on the underlying service period.

Revenue is derived from a high volume of transactions and is highly automated to facilitate the registration, renewal, and management of domain names on behalf of customers.

Revenue derived from domain name registration contracts is a critical audit matter, given the automated nature of the processes and the high volume of transactions.

As such, auditing domains revenue required an increased extent of audit effort, including the involvement of information technology (“IT”) specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the salvage values of the assets under construction, included the following, among others:

Evaluated the reasonableness of the expected salvage values, including the reasonableness of management’s assumptions regarding the probability of disposal by sale to third parties or outright abandonment by:

Conducting inquiries with finance management and operational personnel to gain an understanding of the present condition of assets under construction;

Obtaining and inspecting third party correspondence related to prospective sales.

Evaluated management’s assessment of subsequent events occurring through the reporting date by:

Conducting inquiries regarding subsequent events with senior management;

Inspecting source documents, where applicable to corroborate inquiries of management.

Our audit procedures related to domains revenue included the following, among others:

With the assistance of IT specialists, evaluated the design and operating effectiveness of key systems and related controls (including general IT controls, business process controls, and other relevant controls) supporting the processing of domains revenue transactions, including the recording of these transactions into the general ledger.

For a sample of the domain‑level transactional data used in our substantive procedures, agreed them to underlying source documentation (third party registry information, ICANN database and payment records).

Using the domain‑level transactional data for fiscal 2025, designed and performed a substantive recalculation procedure and compared the results to the revenue recorded by the Company.

/s/ Deloitte LLP

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We have served as the Company’s auditor since 2023.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Tucows Inc.:

Opinion on the Consolidated Financial Statements

We have audited, before the effect of the adjustments to retrospectively apply the change in accounting described in Notes 2(x) and 20, the consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows of Tucows Inc.

(the Company) for the year ended December 31, 2022, and the related notes, and the schedule of the condensed statements of income (loss) and comprehensive income (loss) and condensed statement of cash flows of Tucows Inc.

for the year ended December 31, 2022 (collectively, the consolidated financial statements).

The 2022 consolidated financial statements before the effects of the adjustments described in Notes 2(x) and 20 are not presented herein.

In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting described in Notes 2(x) and 20, present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting described in Notes 2(x) and 20 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Chartered Professional Accountants, Licensed Public Accountants

We served as the Company’s auditor from 2001 to 2023.

Vaughan, Canada

March 15, 2023, except for the schedule of the condensed financial statements of Tucows Inc., which is as of April 1, 2024

Consolidated Balance Sheets

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24,494 20,878

Contract asset, net

Prepaid expenses and deposits

17,314 17,387

Derivative instrument asset

Deferred costs of fulfillment, current portion

97,151 101,467

Income taxes recoverable

Prepaid expenses and other

29,375 21,506

Total current assets

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Secured notes reserve funds

12,171 11,707

Property and equipment, net

281,955 331,049

Right of use assets

Right of use lease asset

63,315 35,640

Contract costs

Intangible assets

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Current liabilities:

Accounts payable

$ 9,009 $ 12,676

Accrued liabilities

31,227 35,356

Customer deposits

Accounts payable and accrued liabilities

$ 35,272 $ 40,236

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131,581 135,649

Accreditation fees payable

Income taxes payable

Redeemable preferred units - no par value, 33,333,333 units authorized; 15,243,600 units issued and outstanding as of December 31, 2025, current portion

Other current liabilities

20,765 17,546

Total current liabilities

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291,646 287,646

Redeemable preferred units - no par value, 33,333,333 units authorized;

15,243,600 units issued and outstanding as of December 31, 2024 and December 31, 2023

122,156 111,390

Redeemable preferred units - no par value, 33,333,333 units authorized; 15,243,600 units issued and outstanding as of December 31, 2024, long-term portion

Other long-term liability

Deferred tax liability

Stockholders' equity (deficit)

Stockholders' deficit

Common stock - no par value, 250,000,000 shares authorized;

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( 225,977 ) ( 150,158 )

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss

( 57 ) ( 964 )

Total stockholders' equity (deficit)

Total stockholders' deficit

( 164,200 ) ( 95,300 )

Total liabilities and stockholders' equity (deficit)

Total liabilities and stockholders' deficit

$ 730,909 $ 758,796

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dollars, except per share amounts)

Year ended December 31,

For the For the Year Ended December 31,

$ 390,300 $ 362,275 $ 339,337

Cost of revenues

Direct cost of revenues

230,593 209,747 202,256

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23,032 28,164 33,044

Network, depreciation of property and equipment

39,872 35,864 27,589

Network, amortization of intangible assets

1,463 1,506 1,512

Network, impairment of property and equipment

Network, depreciation and amortization

42,721 41,335 37,370

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42,875 37,068 33,406

Depreciation of property and equipment

Loss (gain) on disposition of property and equipment

Amortization of intangible assets

Gain on disposition of property and equipment

( 5,882 ) - -

Impairment of property and equipment

Depreciation and amortization

3,526 4,285 9,890

Restructuring charges

Impairment of property and equipment

10,724 17,726 -

Total expenses

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- - ( 14,680 )

Income earned on sale of transferred assets, net

13,978 17,033 18,507

Other income (expense), net

Other income, net

11,447 14,414 17,033

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( 67,310 ) ( 101,874 ) ( 103,070 )

Provision for (recovery of) income taxes

Provision (recovery) for income taxes

8,509 7,986 ( 6,873 )

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907 ( 2,692 ) 944

Comprehensive loss, net of tax for the period

Comprehensive loss, for the period

$ ( 74,912 ) $ ( 112,552 ) $ ( 95,253 )

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Balances, December 31, 2022

Exercise of stock options

Shares deducted from exercise of stock options for payment of withholding taxes and exercise consideration

10,817,110 $ 31,868 $ 8,106 $ 55,899 $ 784 $ 96,657

Stock-based compensation

Other comprehensive income (loss)

86,295 2,505 5,966 - - 8,471

- - - ( 96,197 ) - ( 96,197 )

Other comprehensive income

- - - - 944 944

Balances, December 31, 2023

10,903,405 $ 34,373 $ 14,072 $ ( 40,298 ) $ 1,728 $ 9,875

Exercise of stock options

- - 43 - - 43

Stock-based compensation

Other comprehensive income (loss)

111,250 2,208 5,126 - - 7,334

- - - ( 109,860 ) - ( 109,860 )

Other comprehensive loss

- - - - ( 2,692 ) ( 2,692 )

Balances, December 31, 2024

11,014,655 $ 36,581 $ 19,241 $ ( 150,158 ) $ ( 964 ) $ ( 95,300 )

Exercise of stock options

- - 31 - - 31

Stock-based compensation

Other comprehensive income (loss)

96,798 1,727 4,254 - - 5,981

- - - ( 75,819 ) - ( 75,819 )

Other comprehensive income

- - - - 907 907

Balances, December 31, 2025

11,111,453 $ 38,308 $ 23,526 $ ( 225,977 ) $ ( 57 ) $ ( 164,200 )

See accompanying notes to Consolidated Financial Statements

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(Dollar amounts in thousands of U.S.

Year ended December 31,

For the Year Ended December 31,

Cash provided by:

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Net loss for the period

$ ( 75,819 ) $ ( 109,860 ) $ ( 96,197 )

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation of property and equipment

Impairment of property and equipment

Depreciation and amortization

46,247 45,620 47,260

Amortization of debt discount and issuance costs

Amortization of intangible assets

Net amortization of contract costs

Accretion of contingent consideration

4,662 4,479 3,331

Gain on disposal of assets

( 5,882 ) - -

Impairment of property and equipment

11,533 19,167 4,822

Deferred income taxes (recovery)

Excess tax benefits on share-based compensation expense

Net Right of use assets/Operating lease liability

Disposal of domain names

( 289 ) 854 ( 13,040 )

Accretion of redeemable preferred units

14,456 9,758 14,163

Loss on debt extinguishment

Write off of debt discount and issuance cost

Loss (gain) on change in the fair value of forward contracts

Loss on change in the fair value of forward contracts

Amortization of discontinued cash flow hedge

Loss (gain) on disposal of property and equipment

- - ( 1,144 )

Stock-based compensation expense

Remeasurement of contingent consideration

Undistributed earnings of equity method investee

7,139 7,021 8,134

Change in non-cash operating working capital

Accounts receivable

Contract assets

( 3,616 ) 1,328 ( 3,802 )

Prepaid expenses and deposits

( 7,060 ) 331 ( 382 )

Deferred costs of fulfillment

Income taxes recoverable

Accounts payable

Accrued liabilities

Customer deposits

3,941 ( 5,907 ) ( 394 )

Accounts payable and accrued liabilities

( 4,668 ) ( 1,565 ) 3,725

Contract liabilities

Accreditation fees payable

( 3,869 ) 8,721 2,952

Other operating assets and liabilities

7,467 308 9,220

Net cash provided by (used in) operating activities

( 5,758 ) ( 19,745 ) ( 4,771 )

Financing activities:

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Proceeds from issuance of notes payable

- 62,991 227,258

Redeemable preferred units redemption

- - ( 45,718 )

Proceeds from redeemable preferred units

Deferred notes payable financing costs

- ( 2,011 ) ( 6,738 )

Deferred preferred financing costs

Contingent payments for acquisitions

- - ( 1,600 )

Proceeds received on syndicated revolver

Repayment of syndicated revolver

( 5,000 ) ( 16,500 ) ( 80,182 )

Payment of syndicated revolver costs

Contingent consideration for acquisitions

Net cash (used in) provided by financing activities

( 423 ) ( 25 ) ( 1,711 )

Net cash provided by (used in) financing activities

( 5,392 ) 44,498 178,836

Investing activities:

Proceeds on disposal of property and equipment

Proceeds on disposal of property and equipment and intangible asset

Additions to property and equipment

Acquisition of other intangible assets

Net cash used in investing activities

( 17,114 ) ( 56,460 ) ( 92,055 )

Acquisition of intangible assets

( 206 ) ( 575 ) ( 528 )

Net cash provided by (used in) investing activities

2,157 ( 56,493 ) ( 92,583 )

Increase (decrease) in cash and cash equivalents, restricted cash, and restricted cash equivalents

( 8,993 ) ( 31,740 ) 81,482

Cash and cash equivalents, restricted cash, and restricted cash equivalents beginning of year

73,238 104,978 23,496

Cash and cash equivalents, restricted cash, and restricted cash equivalents end of year

$ 64,245 $ 73,238 $ 104,978

Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above:

Cash and cash equivalents

46,759 56,903 92,687

Restricted cash included in funds held by trustee

5,315 4,628 3,639

Restricted cash included in secured notes reserve funds

Total Cash and cash equivalents, restricted cash, and restricted cash equivalents end of period

12,171 11,707 8,652

Total cash and cash equivalents, restricted cash, and restricted cash equivalents end of year

$ 64,245 $ 73,238 $ 104,978

Supplemental cash flow information:

Interest paid

$ 43,778 $ 37,961 $ 24,736

Income taxes paid, net

$ 5,651 $ 7,653 $ 4,929

Supplementary disclosure of non-cash investing and financing activities:

Property and equipment acquired during the period not yet paid for

$ 2,224 $ 3,572 $ 6,948

See accompanying notes to Consolidated Financial Statements

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Significant Accounting Policies:

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and are stated in U.S.

The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and are stated in U.S.

dollars, except where otherwise noted.

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All intercompany balances and transactions have been eliminated on consolidation.

Subsidiary financial condition

The Company's subsidiary, Ting, has negative operating cash flows and continues to make net losses.

The Company has commenced a process to review strategic alternatives for the Ting business, however, Ting may not be able to meet its financial obligations over the twelve months following the date of the issuance of the financial statements without additional financing.

Ting operates as a bankruptcy-remote entity and its debt has no recourse to the Company.

Accordingly, the Company's direct financial exposure to Ting is limited to certain contractual guarantees as disclosed in “Note 19.

Commitments and Contingencies”.

The Company does not believe that Ting's financial condition gives rise to substantial doubt about the Company's ability to continue as a going concern.

Change in presentation of Consolidated Financial Statements

Effective as of the Form 10 -Q for the quarter ended March 31, 2025, filed on May 8, 2025, the Company has updated the format of its Consolidated Financial Statements.

This revision condenses certain previously displayed line items to streamline presentation and improve clarity for the users of the financial statements.

Change in presentation of Consolidated Balance Sheet

Prior period balances have been adjusted to combine following line items:

“Inventory”, “Income taxes receivable”, "Other assets" and "Assets held for sale" within the line item “Prepaid expenses and other”

“Investments” and “Contract costs” and Contract asset - long term" within the line item “Other assets”

“Accounts payable” and “Accrued liabilities” within the line item “Accounts payable and accrued liabilities”

“Customer deposits”, “Accreditation fees payable” and “Income taxes payable” within the line item “Other current liabilities”

These line items are adjusted on the Company’s Consolidated Balance Sheets to conform to the current period presentation.

The Company continues to present the line item information in “Note 22.

Additional Financial Information”.

Change in presentation of Consolidated Statements of Operations and Comprehensive Income (Loss)

Prior period balances have been adjusted to combine following line items:

“Network, depreciation of property and equipment” and “Network, amortization of intangible assets” within the line item “Network, depreciation and amortization”

“Depreciation of property and equipment” and “Amortization of intangible assets” within the line item “Depreciation and amortization”

“Income earned on sale of transferred assets, net” within the line item “Other income (expense)”

These line items are adjusted on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) to conform to the current period presentation.

In addition, the Company provides additional disclosures related to “Income earned on sale of transferred assets, net” in “Note 17.

Other income (Expenses)”

Change in presentation of Consolidated Statements of Cash flows

Prior period balances have been adjusted to combine following line items:

“Net amortization contract costs”, “Net Right of use operating assets/Operating lease liability”, “Disposal of domain names”, “Undistributed earnings of equity method investee”, “Contract assets”, “Inventory”, “Income taxes recoverable”, “Customer deposits” and “Accreditation fees payable” within the line item “Other operating assets and liabilities”

These line items are adjusted on the Company’s Consolidated Statements of Cash flows to conform to the current period presentation.

These presentational changes do not impact previously reported financial results and are intended to improve readability and align with industry best practices.

Comparative periods have been revised to conform to the current period’s presentation where applicable.

(b) Use of estimates

The preparation of the consolidated financial statements in conformity with U.S.

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.

On an ongoing basis, management evaluates its judgments and estimates, the recoverability of goodwill and intangible assets which requires judgment over qualitative indicators of impairment and loss contingencies.

If these indicators suggest potential impairment, the Company performs a quantitative impairment test as required under ASC 350.

For acquired customer relationships, the Company estimates the fair value based on the income approach.

The income approach is a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows expected to be generated over the remaining useful life of the asset.

This valuation involves significant subjectivity and estimation uncertainty, including assumptions related to future revenues attributable to acquired customer relationships, attrition rates and discount rates.

As part of the Company’s 2024 Capital Efficiency Plan, management also estimated the salvage value of certain Ting assets that the Company determined would be disposed of by abandonment.

Management bases 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.

The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.

These estimates and assumptions are based 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.

Under different assumptions or conditions, the actual results will differ, potentially materially, from those previously estimated.

Many of the conditions impacting these assumptions and estimates are outside of the Company’s control.

Significant areas requiring use of estimates include, among others, the recoverability of property and equipment and other long-lived assets, goodwill and intangible assets, fair value measurements, revenue recognition, lease liabilities and right of use assets, income taxes, and contingencies.

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(d) Restricted cash

Restricted cash is solely in connection with the 2023 Term Notes and 2024 Term Notes as defined in "Note 8 - Notes Payable" and consists of (i) securitized assets cash receipts held by trustee and (ii) liquidity reserve funds.

Restricted cash is solely in connection with the 2023 Term Notes and 2024 Term Notes as defined in "Note 8.

Notes Payable" and consists of (i) cash receipts held by trustee related to securitized assets and (ii) liquidity reserve funds.

The non-current portion of the restricted cash is presented in "Secured notes reserve funds" on the Consolidated Balance Sheet.

1 unchanged sentence

Inventory primarily consists of Internet optical network terminals and customer installation equipment.

All inventory is stated at the lower of cost or net realizable value.

Cost is determined based on the weighted average cost of the mobile device, accessory shipped or optical network terminals.

The net realizable value of inventory is analyzed for signs of obsolescence or damage on a regular basis.

All inventory is stated at the lower of cost or net realizable value, with cost being determined on a weighted average cost basis.

Inventory is analyzed for signs of obsolescence or damage on a regular basis.

If assessments regarding the above factors adversely change, we may be required to write down the value of inventory.

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The Company reviews the carrying values of its property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company performs impairment testing at the asset group level unless an asset generates independent cash flows.

The Company first performs a qualitative assessment to determine whether events or circumstances indicate that it is more likely than not that the carrying amount of the asset (group) is not recoverable.

If such indicators exist, the Company then compares the estimated undiscounted future cash flows expected to result from the use of the asset (group) and if their eventual disposition is less than their carrying amount.

If the carrying amount exceeds the undiscounted future cash flows, the assets (group) are considered to be impaired.

The amount of the impairment loss recognized is measured as the amount by which the carrying value of the asset (group) exceeds fair value, with fair value being determined based upon discounted cash flows or appraised values, depending on the nature of the assets.

For certain assets that the Company determined would be disposed of by abandonment, management estimated the salvage value.

The salvage value was estimated based on management’s judgment regarding realizability in secondary markets.

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.

In instances where assets under construction or computer equipment is found to be damaged, it is written off.

During the year ended December 31, 2024, the Company recorded impairment charges related to assets under construction and computer equipment no longer contributing to future operations due to the 2024 Capital Efficiency Plan.

The valuation of assets under construction and computer equipment at salvage value involves significant estimates, and it is reasonably possible that salvage value could materially change in the near term due to changing market conditions, market demand and subsequent asset sales.

Where such indicators exist, the Company performs impairment testing at the asset group level unless an asset generates independent cash flows.

The Company first performs a qualitative assessment to determine whether events or circumstances indicate that that the carrying amount of the asset (group) may not be 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.

If the carrying value 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.

For certain assets that the Company determined would be disposed of by abandonment, management estimates the salvage value.

The salvage value is estimated based on management’s judgment regarding realizability in secondary markets.

Management regularly reviews its estimates of salvage values based on current market information and data, and recognizes additional impairment where salvage values decrease.

The determination of salvage value of the materials and supplies held for capital projects involves significant estimates, and it is reasonably possible that salvage value could materially change in the near term due to changing market conditions, market demand and subsequent asset sales.

In instances where assets are found to be damaged and have no salvage value, they are fully impaired.

Additions to the fiber network are recorded at cost, including all material, labor, capitalized interest, vehicle and installation and construction costs associated with the construction of cable transmission and distribution facilities.

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We do not capitalize any general and administrative or overhead costs or costs incurred during the application development stage related to research and development, training or data conversion costs.

Research and development costs and data conversion costs may be recorded as Costs to fulfill a contract, if they relate to a specific professional services customer contract (see Note 11 - Costs to obtain and fulfill a contract).

Research and development costs and data conversion costs may be recorded as Costs to fulfill a contract, if they relate to a specific professional services customer contract (see "Note 11.

Costs to obtain and fulfill a contract").

Costs related to upgrades and enhancements to internal-use software, if those upgrades and enhancements result in additional functionality, are capitalized.

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The Company uses derivative financial instruments to manage foreign currency exchange risk.

The Company accounts for these instruments in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 815, “Derivatives and Hedging” ("Topic 815" ), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date.

Topic 815 also requires that changes in our derivative financial instruments’ fair values be recognized in earnings, unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges).

The Company accounts for these instruments in accordance with ASC 815 Derivatives and Hedging ("ASC 815" ), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of the reporting date.

ASC 815 also requires that changes in our derivative financial instruments’ fair values be recognized in earnings, unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges).

The Company recorded the effective portions of the gain or loss on derivative financial instruments that were designated as cash flow hedges in accumulated other comprehensive income (loss) in our accompanying Consolidated Balance Sheets.

1 unchanged sentence

The valuation technique used to measure the fair values of the derivative instruments is a discounted cash flow technique, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for the derivative instruments.

The discounted cash flow techniques use observable market inputs, such as foreign currency spot, SOFR rates, forward currency and interest rates.

The discounted cash flow techniques use observable market inputs, such as foreign currency spot rate, Secured Overnight Financing Rate (SOFR), forward currency and interest rates.

(h) Goodwill and Other Intangible assets

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Impairment testing for goodwill is performed annually in the fourth quarter of each year or more frequently if impairment indicators are present.

Impairment testing is performed at the operating segment level.

Impairment testing is performed at the operating segment level, which the Company has assessed to be our reporting units.

The Company has determined that it has three operating segments, Ting, Wavelo and Tucows Domains.

The Company performs a qualitative assessment to determine whether there are events or circumstances which would lead to a determination that it is more-likely-than- not that goodwill has been impaired.

If, after this qualitative assessment, the Company determines that it is not more likely than not that goodwill has been impaired, then no further quantitative testing is necessary.

In performance of the qualitative test, an evaluation is made of the impact of various factors to the expected future cash flows attributable to its operating segments and to the assumed discount rate which would be used to present value those cash flows.

Consideration is 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.

If, after this qualitative assessment, the Company determines that it is not more-likely-than- not that goodwill has been impaired, then no quantitative testing is necessary.

In performance of the qualitative test, consideration is 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 flows, obligations and access to capital of our segments.

In the event that the qualitative tests indicate that there may be impairment, quantitative impairment testing is required.

If required to perform the quantitative test, the Company compares the reporting unit's carrying amount to its fair value, which is typically estimated using a discounted cash flow or income approach 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.

If required to perform the quantitative test, the Company compares the reporting unit's carrying amount to its fair value, which is typically estimated using an income approach 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.

The estimate of cash flows used is prepared on an unleveraged debt-free basis.

The discount rate reflects a market-derived weighted average cost of capital.

The Company believes that this approach is appropriate because it provides a fair value estimate based upon the Company’s expected long-term operating and cash flow performance for its operating segment.

The Company believes that this approach is appropriate because it provides a fair value estimate based upon the expected long-term operating and cash flow performance for its operating segment.

The projections are based upon the Company’s best estimates of projected economic and market conditions over the related period including growth rates, estimates of future expected changes in operating margins and cash expenditures.

Other significant estimates and assumptions include terminal value growth rates, terminal value margin rates, future capital expenditures and changes in future working capital.

If assumptions and estimates used to allocate the purchase price or used to assess impairment prove to be inaccurate, future asset impairment charges could be required.

If assumptions and estimates used to assess impairment prove to be inaccurate, future asset impairment charges could be required.

Intangibles Assets Not Subject to Amortization

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(i) Revenue recognition

See “Note 10 – Revenue” for a description of the Company’s revenue recognition policy and a further description of the principal activities – separated by reportable segments – from which the Company generates its revenue.

See “Note 10.

Revenue” for a description of the Company’s revenue recognition policy and a further description of the principal activities – disaggregated by reportable segments – from which the Company generates its revenue.

(j) Contract balances

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Contract assets primarily relate to long-term mobile platform services contracts.

Contract liabilities primarily relate to the unearned portion of revenues received in advance related to the unexpired term of registration fees from domain name registrations and other domain related Internet services, on both a wholesale and retail basis, net of external commissions.

To a lesser extent, contract liabilities also include a portion of the transaction price received from other professional services.

To a lesser extent, contract liabilities also include the unearned portion of construction services in the Ting segment received in advance of performance of the services, and a portion of the transaction price received from other professional services.

(k) Contract Costs

See “Note 11 – Costs to obtain and fulfill a contract” for a description of the Company’s contract cost recognition policy.

See “Note 11.

Costs to obtain and fulfill a contract” for a description of the Company’s contract cost recognition policy.

(l) Contract Modifications

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(n) Translation of foreign currency transactions

The Company's functional currency is the United States dollar.

The Company's functional currency is the U.S.

Monetary assets and liabilities of the Company and of its wholly owned subsidiaries that are denominated in foreign currencies are translated into United States dollars at the exchange rates prevailing at the balance sheet dates.

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(p) Redeemable preferred units

See "Note 13 - Redeemable preferred units" for the description and treatment of the Company's Series A Preferred Unit Purchase Agreement.

See "Note 13.

Redeemable preferred units" for the description and treatment of the Company's Series A Preferred Unit Purchase Agreement.

(q) Stock-based compensation

Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest, reduced for estimated forfeitures.

Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest, we have elected to account for forfeitures when they occur.

The Company recognizes stock-based compensation for both public company stock and private subsidiary stock - see "Note 15.

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(u) Investments

The Company accounts for investment in entities over which it has the ability to exert significant influence, but does not control and is not the primary beneficiary of, using the equity method of accounting.

The Company accounts for investments in entities over which it has the ability to exert significant influence, but does not control and is not the primary beneficiary of, using the equity method of accounting.

The Company includes the proportionate share of earnings (loss) of the equity method investees in Other Income in the Consolidated Statements of Comprehensive Income (Loss).

The proportional shares of affiliate earnings or losses accounted for under the equity method of accounting were not material for all periods presented.

Equity investments in which the Company does not have significant influence are accounted for under Topic 321 - “Accounting for Equity Interests”.

These investments are recorded in Investments on the Consolidated Balance Sheets.

Equity investments in which the Company does not have significant influence are accounted for under ASC 321 - Accounting for Equity Interests.

These investments are recorded in Investments on the Consolidated Balance Sheets, please see "Note 22.

Additional Financial Information".

If the fair value of these investments is readily determinable, they are measured at fair value, with changes recognized in Other Income (Expense), net.

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(w) Government Grants

The Company is the beneficiary of government grants from the City of Greenwood Village, Colorado, to support the construction of a fiber-to-the-premises (FTTP) network.

The grant is intended to subsidize network construction, with the goal of providing broadband internet access service (BIAS) to all serviceable addresses within the city.

The government grant is accounted for as a reduction of the cost basis of property and equipment in the Company's Consolidated Balance Sheet.

Depreciation is calculated based on the reduced cost of the asset over its estimated useful life.

The Company was the beneficiary of government grants from the City of Greenwood Village, Colorado, to support the construction of a fiber-to-the-premises (FTTP) network.

The grant was intended to subsidize network construction, with the goal of providing broadband internet access service (BIAS) to all serviceable addresses within the city.

The government grant was accounted for as a reduction of the cost basis of property and equipment in the Company's Consolidated Balance Sheet.

Depreciation was calculated based on the reduced cost of the asset over its estimated useful life.

In the second quarter of 2025, the Greenwood Village network was subsequently disposed of in connection with the sale of certain property and equipment and intangible assets.

The Company was awarded a grant under the Growing Rural Economies with Access to Technology (“GREAT”) program administered by the North Carolina Department of Information Technology to support broadband deployment in Lee County, North Carolina.

The grant provides reimbursement for qualifying construction costs incurred in connection with making broadband services available to designated locations within the awarded project area.

Grant reimbursements are accounted for as a reduction of the cost basis of the related property and equipment.

As of December 31, 2025, the Company had received reimbursements under the GREAT grant program, which were recorded as reductions to property and equipment in the Consolidated Balance Sheets.

( x ) Recent Accounting Pronouncements

Recent Accounting Pronouncements Adopted

In November 2023, the FASB issued ASU 2023 - 07, "Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures." The amendments in ASU 2023 - 07 improve financial reporting by requiring disclosure of incremental segment information, including significant segment expenses, on an annual and interim basis.

Prior to this update, Topic 280 required public entities to disclose certain information about reportable segments, including a measure of segment profit or loss used by the Chief Operating Decision Maker ("CODM") to assess performance and allocate resources.

Other disclosures, such as depreciation, amortization, and depletion expenses, were required under certain conditions.

ASU 2023 - 07 retained these existing requirements while introducing expanded disclosures.

The amendments in ASU 2023 - 07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

As a result of the amendments, the Company has provided additional disclosure in respect of its significant segment expenses as well as how the CODM uses our reporting measure of segment profit or loss.

The Company adopted these amendments for the fiscal year ending December 31, 2024.

The amendments in ASU 2023 - 07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The adoption of this guidance did not have a material impact on the Company’s financial statements and related disclosures.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures .

The ASU enhances the transparency and decision usefulness of income tax disclosures by requiring, among other things, additional disaggregation within the effective tax rate reconciliation and disclosure of income taxes paid by jurisdiction.

The Company adopted this ASU effective January 1, 2025.

The adoption of this guidance impacted the Company’s income tax disclosures but did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023 - 09 "Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures." ASU 2023 - 09 is intended to improve the disclosures for income taxes to allow investors to better assess, in their capital allocation decisions, how an entity's worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cashflows.

The amendments in ASU 2023 - 09 require consistent categories and greater disaggregation of information in the rate reconciliation disclosure as well as disclosure of income taxes paid disaggregated by jurisdiction.

The amendments of ASU 2023 - 09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

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we are currently evaluating the disclosure impacts of our adoption.

In September 2025, FASB issued ASU 2025‑06 “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software.” The amendments update the accounting model for internal-use software by eliminating the prescriptive “development stage” framework and replacing it with a “probable-to-complete” threshold and a “significant development uncertainty” evaluation.

The amendments also remove separate guidance for website development costs and require entities to apply the property, plant, and equipment disclosure requirements in Subtopic 360 - 10 to capitalized internal-use software.

The amendments are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, with early adoption permitted.

The Company is currently evaluating the impact of this ASU on its Consolidated Financial Statements and related disclosures.

Property and Equipment:

7 unchanged sentences

Vehicles and tools

10,638 10,594

Fiber network (1)

3 unchanged sentences

Assets under construction

25,810 75,519

Leasehold improvements

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( 1 ) Fiber network is presented net of $ 0.1 million government grants ( 2024:

nil ), with an impact of $ 0.1 million on accumulated depreciation ( 2023:

$ 1.6 million), with an impact of $ 0.1 million on accumulated depreciation ( 2024:

$ 0.1 million).

Depreciation of property and equipment (Dollar amounts in thousands of U.S.

5 unchanged sentences

Impairment of Property and Equipment

During the year ended December 31, 2024, the Company recognized a total impairment expense of $ 19.1 million.

In the fourth quarter of 2024, the Board formally approved and the Company implemented the 2024 Capital Efficiency Plan, which included the decision to cease new market expansions in Ting (see note 21 – Restructuring Costs).

As part of the 2024 Capital Efficiency plan, management conducted a review of Assets under construction, Computer equipment, Fiber network and Customer and equipment installation to determine if there were specific assets that would no longer contribute to future operations.

During the year ended December 31, 2025, the Company recognized a total impairment expense of $ 11.5 million, related to abandoned materials and supplies held for capital projects and right-of-use ("ROU") assets.

For financial statement presentation purposes, depending on the nature and stage of deployment, materials and supplies held for capital projects is included within "Assets under construction," and "Computer equipment" in the Consolidated Financial Statements.

2025 Impairment Charges

In the third quarter of 2025, management completed a review of remaining construction assets following the implementation of the 2024 Capital Efficiency Plan (as discussed and defined in "Note 21.

Restructuring Costs") as well as the disposal of certain assets under construction in the second and third quarters of Fiscal 2025.

As part of this review, certain assets were determined to no longer be usable or recoverable in ongoing operations or future network builds.

Management concluded that these assets met the definition of ‘assets disposed of by abandonment’ under ASC 360 - 10 - Impairment and Disposal of Long-Lived Assets (" ASC 360 - 10 ").

Management also reassessed its estimated salvage values of the abandoned materials and supplies held for capital projects in 2024, based on current market conditions and updated expected recoveries.

This reassessment resulted in a reduction in estimated recoverable amounts, and a corresponding write-down was recorded to reflect the updated estimates.

In total, assets with a carrying value of $ 14.9 million were impaired, with an estimated salvage value of $ 4.9 million, resulting in a recorded impairment charge of $ 10.0 million during the year ended December 31, 2025.

These ass ets consisted of materials and supplies held for capital projects that were no longer intended for deployment in the Company’s fiber network expansion.

Additionally an impairment loss of $ 0.7 million was recognized related to ROU assets which is discussed under the "Note 12.

The remaining $ 0.8 million of impairment charges relate to specific network assets that were identified through routine inspections as being damaged and no longer in use and are recorded under “Network, other costs” in the Consolidated Statements of Comprehensive Income (Loss).

2024 Impairment Charges

During the year ended December 31, 2024, as part of the 2024 Capital Efficiency plan, management conducted a review of Assets under construction, Computer equipment, Fiber network and Customer and equipment installation to determine if there were specific assets that would no longer contribute to future operations.

This review resulted in the identification of assets within Assets under construction and Computer equipment that are no longer intended for deployment in the Company's fiber network expansion.

4 unchanged sentences

This charge is recorded under “Impairment of property and equipment” in the Consolidated Statements of Comprehensive Income (Loss).

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 and are recorded under “Network, impairment of property and equipment” in the consolidated statements of comprehensive Income (loss).

During the years ended December 31, 2023, and 2022 property and equipment with net book values of $ 4.8 million, and $ 0.1 million, respectively, were written off and included in network, impairment of property and equipment in the consolidated statement of comprehensive income (loss).

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 and are recorded under “Network, other costs” in the Consolidated Statements of Comprehensive Income (Loss).

2023 Impairment Charges

During the year ended December 31, 2023, property and equipment with a net book value of $ 4.8 million were written off and included in "Network, other costs" in the Consolidated Statement of Comprehensive Income (Loss).

The impairment losses incurred in 2023 related to specific network assets that were identified as being damaged and no longer in use.

The full cost of the identified assets was recorded as an impairment loss.

Asset Dispositions

During the year ended December 31, 2025, the Company sold property and equipment and intangibles for gross proceeds of $ 20.8 million, comprising cash proceeds and a $ 1.0 million indemnification holdback.

The net book value of the assets at the time of the sales was $ 15.0 million, resulting in a gain of $ 5.9 million, which is included in "Gain on disposition of property and equipment" in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Goodwill and Other Intangible Assets:

9 unchanged sentences

Goodwill is not amortized, but is subject to an annual impairment test.

The Company performed a qualitative impairment analysis as outlined in “Note 2 (h) – Significant Accounting Policies” and determined it was not more likely than not that Goodwill was impaired for Fiscal 2024 and Fiscal 2023 .

The Company performed an impairment analysis as outlined in “Note 2 (h).

Significant Accounting Policies.” For the year ended December 31, 2025 ( "Fiscal 2025 ") and the year ended December 31, 2024 ( "Fiscal 2024 "), the Company performed a qualitative assessment to determine whether events or changes in circumstances indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount.

Based on this assessment, for the year ended December 31, 2025, the Company identified indicators of potential impairment and therefore performed a quantitative impairment test in the Ting operating segment (reporting unit).

The Company determined that the estimated fair value of the reporting unit exceeded its carrying value, and accordingly, no goodwill impairment charge was recorded for Fiscal 2025.

Other Intangible Assets

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( 6 ) ( 3 ) - - - - ( 9 )

Write-down of Cedar intangible assets

- - - ( 136 ) ( 12 ) ( 17 ) ( 165 )

Disposal of Cedar intangible assets

- - - ( 417 ) - - ( 417 )

Amortization expense

13 unchanged sentences

Subsequent adjustments are recorded in other income (expense), net.

The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as at December 31, 2024 (Dollar amounts in thousands of U.S.

The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as of December 31, 2025 (Dollar amounts in thousands of U.S.

December 31, 2025

6 unchanged sentences

$ - $ ( 75 ) $ - $ ( 75 )

The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as at December 31, 2023 (Dollar amounts in thousands of U.S.

The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as of December 31, 2024 (Dollar amounts in thousands of U.S.

December 31, 2024

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During the third quarter of fiscal year 2022, the Company elected to discontinue its application of hedge accounting to its interest rate swaps prospectively.

Until the interest rate swaps matured in June 2023, the derivatives continued to be carried at fair value in the accompanying Consolidated Balance Sheets with changes in their fair value from the date of discontinuance recognized in current period earnings in Interest expense, net in the Consolidated Statements of Operations and Comprehensive Loss.

Unrealized gains and losses in Accumulated other comprehensive income ("AOCI") as of the date of discontinuance were realized in net income over the remaining term of the underlying forecasted interest payments into interest expense over the original term of the hedged debt.

3 unchanged sentences

The foreign exchange contracts typically mature between one and twelve months, and the interest rate swap fully matured as of June 30, 2023.

The Company has designated certain of these foreign exchange transactions as cash flow hedges of forecasted transactions under ASU 2017 - 12, Derivatives and Hedging (Topic 815 ):

Targeted Improvements to Accounting for Hedging Activities (“ASC Topic 815” ).

For certain contracts, as the critical terms of the hedging instrument, and of the entire hedged forecasted transaction, are the same, in accordance with ASC Topic 815, the Company has been able to conclude that changes in fair value and cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis.

The Company designated the interest rate swap as a cash flow hedge of expected future interest payments at the inception of the contract.

Accordingly, for the foreign exchange, unrealized gains or losses on the effective portion of these contracts were included within other comprehensive income (loss) and reclassified to earnings when the hedged transaction is settled.

The Company has designated its foreign exchange contracts as hedging instruments in cash flow hedges of forecast transactions.

Where the critical terms of the hedging instrument and the entire hedged forecasted transaction are the same, in accordance with Topic 815, the Company concludes that changes in fair value and cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis.

The Company designated the foreign exchange hedge as a cash flow hedge of expected future payments at the inception of the contract.

Accordingly, for the foreign exchange contracts, unrealized gains or losses on the effective portion of these contracts were included within other comprehensive income (loss) and reclassified to earnings when the hedged transaction is settled.

Cash flows from hedging activities were classified under the same category as the cash flows from the hedged items in the Consolidated Statements of Cash Flows.

The fair value of the contracts, as of December 31, 2025 and December 31, 2024 , is recorded as derivative instrument assets or liabilities.

For certain contracts where the hedged transactions are no longer probable to occur, the loss on the associated forward contract is recognized in earnings.

As of December 31, 2024 , the notional amount of forward contracts that the Company held to sell U.S.

dollars in exchange for Canadian dollars was $ 29.4 million, of which $ 29.4 million met the requirements of ASC Topic 815 and were designated as hedges.

Where hedged transactions are no longer probable to occur, the loss on the associated forward contract would be recognized in earnings.

As of December 31, 2025 , the notional amount of forward contracts that the Company held to sell U.S.

dollars in exchange for Canadian dollars wa s $ 61.4 million, of which $ 61.4 m illion met the requirements of ASC Topic 815 and were designated as hedges.

dollars in exchange for Canadian dollars was $ 27.2 million, of which $ 27.2 million met the requirements of ASC 815 and were designated as hedges.

As of December 31, 2024 the notional amount of forward contracts that the Company held to sell U.S.

dollars in exchange for Canadian dollars wa s $ 49.7 million, of which $ 49.7 m illion met the requirements of ASC Topic 815 and were designated as hedges.

dollars in exchange for Canadian dollars wa s $ 29.4 million, of which $ 29.4 m illion met the requirements of ASC 815 and were designated as hedges.

As of December 31, 2025 , we had the following outstanding forward contracts to trade U.S.

10 unchanged sentences

The effect of these derivative instruments on our Consolidated Financial Statements as of, and for the years ended December 31, 2025 and 2024 , were as follows (amounts presented do not include any income tax effects).

Fair value of derivative instruments in the consolidated balance sheets (see “Note 5 – Fair Value Measurement” )

Fair value of derivative instruments in the consolidated balance sheets (see “Note 5.

Fair Value Measurement” )

Derivatives (Dollar amounts in thousands of U.S.

29 unchanged sentences

Amortization of discontinued cash flow hedge

( 1,118 ) 270 ( 848 )

Other comprehensive income (loss) for the year ended December 31, 2024

35 unchanged sentences

On September 22, 2023, the Company and its wholly owned subsidiaries, Tucows.com Co., Ting Inc., Tucows (Delaware) Inc., Wavelo, Inc.

and Tucows (Emerald), LLC (each, a “Borrower” and together, the “Borrowers,” collectively with the Company, “Tucows”) and certain other subsidiaries of the Company, as guarantors, entered into a Credit Agreement (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 a revolving credit facility in an aggregate amount not to exceed $ 240 million (the “2023 Credit Facility”).

and Tucows (Emerald), LLC (each, a “Borrower” and together, the “Borrowers”) and certain other subsidiaries of the Company, as guarantors, entered into a Credit Agreement (the “2023 Credit Agreement”) with Bank of Montreal, as administrative agent (“BMO” or the “Agent”), and the lenders party thereto (the “Lenders”), to, among other things, provide the Borrowers with a revolving credit facility in an aggregate amount not to exceed $ 240 million (the “2023 Credit Facility”).

The Borrowers may request an increase to the Credit Facility through new commitments of up to $ 60 million if the Total Funded Debt to Adjusted EBITDA Ratio (as defined in the 2023 Credit Agreement) is less than 3.75:1.00.

The Credit Facility expires on September 22, 2026, which is the third anniversary of the effective date of the Credit Agreement.

In connection with the 2023 Credit Facility, the Company incurred $ 0.9 million of fees paid to the Lenders and $ 0.3 million of legal fees related to the debt issuance.

These fees have been reflected as a reduction to the carrying amount of the loan payable and will be amortized over the term of the credit facility agreement.

The Company evaluated the issuance of the 2023 Credit Facility and the termination of the 2019 Credit Facility (collectively referred to as the "Debt Transactions") under the loan modification and extinguishment guidance within ASC 470.

The Debt Transactions were accounted for as a partial modification, partial extinguishment and new debt issuance at the syndicated lender level.

Based on the application of the loan modification and extinguishment guidance within ASC 470 to the Debt Transactions, the Company has treated $ 50.9 million of the loan principal under the 2019 Credit Facility as an extinguishment of debt and $ 50.9 million of the loan principal under the 2023 Credit Facility as issuance of new debt.

The remaining loan principal on the 2023 Credit Facility was treated as a loan modification within the guidance of ASC 470.

In accordance with the debt extinguishment, the Company expensed $ 0.1 million of the unamortized debt issuance costs to Interest expense, net in the Consolidated Statements of Comprehensive Income (Loss).

These fees have been reflected as a reduction to the carrying amount of the loan payable and will be amortized over the term of the 2023 Credit Agreement.

On September 8, 2025, the Borrowers entered into a one -year Extension Agreement (the “Extension Agreement”).

The Extension Agreement extends the term of the 2023 Credit Agreement through September 22, 2027.

The material terms of the 2023 Credit Agreement remain unchanged; 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.

In connection with the Extension Agreement, the Company incurred $ 0.4 million of fees paid to the Lenders.

These fees have been reflected as reduction to the carrying amount of the loan payable and will be amortized over the extended term from September 2026 to September 2027.

During the twelve months ended December 31, 2025, the Company made repayments of $ 5.0 million on the 2023 Credit Facility.

During the year ended December 31, 2024, the Company made net cash repayments of $ 16.5 million.

During the year ended December 31, 2023, the Company made net cash repayments of $ 17.8 million and $ 10.0 million under the 2019 Credit Facility and the 2023 Credit Facility, respectively.

6 unchanged sentences

In addition, the Company has agreed to comply with the following financial covenants:

( 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 Credit Agreement) of not less than 3.00:1.00.

( 1 ) a leverage ratio, by maintaining at all times;

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 Credit Agreement) of not less than 3.00:1.00.

The required principal repayment of $ 190.4 million is due in September 2027.

During the years ended December 31, 2025 and December 31, 2024 the Company was in compliance with the covenants under its credit agreements in effect at the time.

During the year ended December 31, 2025 and December 31, 2024 the Company recognized $ 0.6 million and $ 0.6 million, respectively, of interest expense related to the amortization of the debt issuance costs of the 2023 Credit Facility.

Borrowings under the 2023 Credit Agreement will accrue interest and standby fees based on the Company's Total Funded Debt to Adjusted EBITDA ratio and the availment type as follows:

5 unchanged sentences

Greater than or equal to 3.50 and less than 3.75

Greater than or equal to 4.00

Canadian dollar borrowings based on the Canadian overnight repo rate average or U.S.

16 unchanged sentences

20 24 Term Notes

On May 4, 2023 ( the “Closing Date”), Tucows Inc.

through its indirect and wholly owned subsidiaries, including Ting Fiber, LLC entered into a definitive agreement relating to a securitized financing facility related the 2023 Term Notes.

On the Closing Date, Ting Issuer LLC, a Delaware limited liability company (the “Issuer”), a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company issued (i) $ 168,357,000 of its 5.95 % Secured Fiber Revenue Notes, Series 2023 - 1, Class A- 2, (ii) $ 23,289,000 of its 7.40 % Secured Fiber Revenue Notes, Series 2023 - 1, Class B and (iii) $ 46,859,000 initial principal amount of 9.95 % Secured Fiber Revenue Notes, Series 2023 - 1, Class C, together, the “2023 Term Notes”.

The offering was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The net proceeds from the issuance of the 2023 Term Notes were $ 220.5 million, after deducting a debt discount of $ 11.2 million and issuing costs of $ 6.7 million.

The debt discount and issuance costs of the 2023 Term Notes are being amortized using the straight line method over a five -year period between the Closing date and the anticipated repayment date.

The 2023 Term Notes are issued under an indenture, dated May 4, 2023 ( the “Base Indenture”) between the Issuer and Citibank, N.A., as trustee (the “Indenture Trustee”) as supplemented by the Series 2023 - 1 supplemental indenture dated May 4, 2023, ( the “Series 2023 - 1 Supplement” and, together with the Base Indenture, the “Indenture”), between the Issuer and the Trustee.

Interest payments on the 2023 Term Notes are payable on a monthly basis.

The legal final maturity date of the 2023 Term Notes is in April of 2053, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment date of the 2023 Term Notes will be in April 2028.

If the Issuer has not repaid or refinanced the 2023 Term Notes prior to the anticipated repayment date, additional interest will accrue on the 2023 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 2023 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 2023 Class A- 2 Notes, 3.50 %, (y) for the 2023 Class B Notes, 5.00 % and (z) for the 2023 Class C Notes, 7.82 %.

20 24 Term Notes

On August 20, 2024, Tucows Inc., through its indirect and wholly owned subsidiaries, including Ting Fiber, LLC, entered into a definitive agreement relating to a securitized financing facility related to a privately placed securitization transaction.

11 unchanged sentences

As of December 31, 2025, the Company was in compliance with all required covenants.

As of December 31, 2024, the Company’s scheduled principal repayments for the 2023 Term Notes of $ 238.5 million is due in April 2028 and 2024 Term Notes of $ 63.0 million is due in August 2029.

As of December 31, 2025, the Company's scheduled principal repayment of $ 238.5 million on the 2023 Term Notes is due in April 2028 and the repayment of $ 63.0 million on the 2024 Term Notes is due in August 2029.

During the twelve months ended December 31, 2025, the Company recognized $ 4.0 million of interest expense related to the amortization of the debt discount and issuance costs of the 2023 Term Notes and 2024 Term Notes.

During the twelve months ended December 31, 2023, the Company recognized $ 2.4 million of interest expense related to the amortization of the debt discount and issuance costs of the 2023 Notes.

As of December 31, 2024, the Company was in compliance with all required covenants.

As of December 31, 2024, the Company's scheduled principal repayments for the 2023 Term Notes and 2024 Term Notes are set to occur after 2027.

During the twelve months ended December 31, 2024, the Company recognized $ 3.7 million of interest expense related to the amortization of the debt discount and issuance costs of the 2023 Term Notes and 2024 Term Notes.

The following table summarizes Ting Issuer LLC.

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During the year ended December 31, 2025, the Company capitalized $ 0.2 mi llion of interest pertaining to the 2023 and 2024 Notes that were directly attributable to the development of certain AUC assets.

During the year ended December 31, 2023, the Company capitalized $ 1.0 million of interest expenses pertaining to the 2023 Notes directly attributable to the development of certain AUC assets.

During the year ended December 31, 2024, the Company capitalized $ 1.2 million of interest expenses pertaining to the 2023 and 2024 Term Notes that were directly attributable to the development of certain AUC assets

Restricted Cash

8 unchanged sentences

Income Taxes:

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate of 21 % for th e years ended December 31, 2024 , December 31, 2023 and December 31, 2022 , to income before provision for income taxes as a result of the following (Dollar amounts in thousands of U.S.

Income (loss) Before Taxes by Jurisdiction

Income (loss) before taxes by tax jurisdiction for the years ended December 31, 2025 , December 31, 2024 and December 31, 2023 , consisted of the following (Dollar amounts in thousands of U.S.

Year ended December 31,

Income (loss) for the year before provision for income taxes

United States

$ ( 97,552 ) $ ( 119,526 ) $ ( 121,527 )

Computed federal tax expense (recovery)

27,555 16,511 17,567

Increase (decrease) in income tax expense resulting from:

State income taxes

2,687 1,141 890

Foreign earnings

$ ( 67,310 ) ( 101,874 ) ( 103,070 )

Changes in valuation allowance

Income Tax Expense (Recovery) by Jurisdiction

Income tax expense (recovery) by tax jurisdiction for the years ended December 31, 2025 , December 31, 2024 and December 31, 2023 , consisted of the following (Dollar amounts in thousands of U.S.

Year ended December 31,

Current income tax expense (recovery):

$ 952 $ 649 $ 829

Foreign income tax deduction

6,528 5,196 4,377

Adjustments recognized in the current period for income tax of prior periods

1,094 802 625

Permanent differences

8,798 7,132 6,167

Shortfall (excess) tax benefits on share-based compensation

Provision (recovery) for income taxes

Deferred income tax expense (recovery):

( 8 ) 1,443 ( 8,368 )

Our effective tax rate is mainly driven by changes in valuation allowance on net operating losses, interest expense limitation that we are not expected to realize in future years, and the impact of foreign earnings.

21 168 ( 4,006 )

147 ( 323 ) ( 172 )

( 449 ) ( 434 ) ( 494 )

( 289 ) 854 ( 13,040 )

Income tax expense (recovery)

$ 8,509 $ 7,986 $ ( 6,873 )

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate of 21 % to income before income taxes for the years ended December 31, 2025 , December 31, 2024 and December 31, 2023 , as a result of the following (Dollar amounts in thousands of U.S.

Year ended December 31,

Income (loss) for the year before income taxes

$ ( 67,310 ) $ ( 101,874 ) $ ( 103,070 )

federal statutory tax rate

( 14,135 ) 21.0 % ( 21,394 ) 21.0 % ( 21,644 ) 21.0 %

State and local income taxes, net of federal income tax effect(1)

287 ( 0.4 %) 251 ( 0.2 %) ( 837 ) 0.8 %

Foreign tax effects

- 0.0 % - 0.0 % - 0.0 %

6,580 ( 9.8 %) 5,678 ( 5.6 %) 5,033 ( 4.9 %)

Other foreign jurisdiction

557 ( 0.8 %) 257 ( 0.3 %) 99 ( 0.1 %)

Effect of changes in tax laws or rates enacted in the current period

- 0.0 % - 0.0 % - 0.0 %

Effect of cross-border tax laws

( 1,752 ) 2.6 % ( 1,301 ) 1.3 % ( 1,558 ) 1.5 %

- 0.0 % - 0.0 % - 0.0 %

Changes in valuation allowances

13,924 ( 20.7 %) 19,558 ( 19.2 %) 8,632 ( 8.4 %)

Nontaxable or nondeductible items

- 0.0 % - 0.0 % - 0.0 %

Changes in unrecognized tax benefits

573 ( 0.9 %) - 0.0 % - 0.0 %

Other adjustments

2,475 ( 3.7 %) 4,937 ( 4.8 %) 3,402 ( 3.3 %)

Effective tax rate

$ 8,509 ( 12.7 %) $ 7,986 ( 7.8 %) $ ( 6,873 ) 7.0 %

( 1 ) In 2025, state and local taxes in North Carolina made up the majority of the tax effect in this category.

Our effective tax rate is impacted by an increase in valuation allowances on net operating losses and interest expense limitations that we are not expected to realize in future years, and the tax owing on foreign earnings.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2025 , and December 31, 2024 are presented below (Dollar amounts in thousands of U.S.

9 unchanged sentences

Interest expense limitation

16,022 10,723

Limited life intangible assets

4 unchanged sentences

( 68,144 ) ( 51,653 )

Total deferred tax assets

Total deferred tax assets, net

$ 51,463 $ 56,283

7 unchanged sentences

( 3,495 ) ( 2,205 )

Limited life intangible assets

Foreign branch deferred tax liabilities

4 unchanged sentences

In assessing the need for a valuation allowance, historical and future levels of income, expectations, and risks associated with estimates of future taxable income and tax planning strategies are considered.

In 2024, we have determined that it is not more likely than not that we will ultimately be able to fully utilize the net operating losses, foreign tax credits and interest expense limitation in future years.

In 2025, we believe that it is more likely than not that the tax benefit from deferred tax assets will not be realized.

As of December 31, 2025, a valuation allowance of $ 68.1 million is recorded against net deferred tax assets.

The increase in the valuation allowance was primarily attributable to an increase in deferred tax assets resulting from the loss from operations.

As of December 31, 2024, the Company had net federal and state operating loss carryforwards of approximately $ 295.7 million and interest expense carryforwards of $ 18.1 million respectively.

The increase in the valuation allowance was primarily attributable to an increase in deferred tax assets resulting from net operating losses and interest expense limitations.

As of December 31, 2025, the Company had net federal and state operating loss carryforwards of approximately $ 306.7 million and interest expense carryforwards of $ 66.1 million.

The majority of the net operating loss and interest expense carryforwards can be carried forward indefinitely.

As of December 31, 2025, the Company had foreign tax credit carryforwards of $ 12.5 million.

The foreign tax credit will expire beginning in the year ending December 31, 2027 if not utilized.

The Company had nil total gross unrecognized tax benefits as of both December 31, 2024 and December 31, 2023.

The Company does not expect its total gross unrecognized tax benefits will change within the next 12 months.

Foreign tax credits will start to expire beginning in the year ending December 31, 2027 if not otherwise utilized.

The Company had $ 0.1 million total gross unrecognized tax benefits as of December 31, 2025 and nil total gross unrecognized tax benefits as of December 31, 2024.

The Company recognizes interest and penalties related to income tax matters within the provision for income taxes.

As of December 31, 2024, the Company recorded $ 0.7 million of interest in income taxes, primarily due to Sec.

As of December 31, 2025, the Company recorded $ 0.8 million of interest in income taxes, primarily due to Internal Revenue Code Sec.

453A interest on deferred tax liability for U.S.

1 unchanged sentence

No other material interest and penalties were recognized as of December 31, 2025.

Income Taxes Paid by Jurisdiction

Year ended December 31,

United States

$ 739 $ 735 $ 580

170 ( 234 ) ( 903 )

4,004 6,158 4,797

518 679 ( 86 )

Other foreign

$ 5,651 7,653 4,929

Significant accounting policy

The Company’s revenues are derived from (a) the provisioning of retail fiber Internet services through Ting, (b) the Communication Service Providers ("CSP") solutions and professional services through Wavelo; and from (c) domain name registration contracts, other domain related value-added services, domain sale contracts, and other advertising revenue through Tucows Domains Services.

The Company’s revenues are derived from (a) the provisioning of retail fiber Internet services and the design and construction of Fiber Optic Networks for specific customer contracts through Ting, (b) Communication Service Providers ("CSP") solutions and professional services through Wavelo; and from (c) domain name registration contracts, other domain related value-added services, domain sale contracts, other advertising revenue, and registry services through Tucows Domains Services.

Certain revenues are disclosed under Corporate and all other as they are considered non-core business activities including retail mobile services, Transition Services Agreement ("TSA") revenue and eliminations of intercompany revenue.

5 unchanged sentences

The following is a description of principal activities – separated by reportable segments – from which the Company generates its revenue.

For more detailed information about reportable segments See Note 20 – Segment Reporting.

The Company generates Ting revenues primarily through the provisioning of fixed high-speed Internet access, Ting Internet.

For more detailed information about reportable segments See "Note 20.

Segment Reporting".

The Company generates Ting revenues primarily through the provisioning of fixed high-speed Internet access, Ting Internet, and the design and construction of fiber optic network assets for a specific customer.

Ting Internet contracts provide customers Internet access at their home or business through the installation and use of our fiber optic network.

8 unchanged sentences

The Company records 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.

Our construction services relates to revenue earned from the design, construction and installation of a fiber optic network for a specific customer contract.

Control of the network infrastructure transfers to the customer as it is constructed.

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.

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.

Amounts billed in advance of revenue recognition are recorded as contract liabilities, while amounts recognized in excess of billings are recorded as contract assets.

The Company has determined that it acts as principal in providing construction services, as it is primarily responsible for fulfilling the contract, controls construction inputs, and bears the risk associated with design, materials procurement, and subcontracted construction activities.

Accordingly, construction revenue is recognized on a gross basis.

The Company generates Wavelo revenues by providing billing and provisioning platform services to CSPs to whom we also provide other professional services.

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At the inception of the contract, the Company charges and collects the registration fee for the entire registration period.

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.

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.

8 unchanged sentences

The Company also sells the rights to the Company’s portfolio domains or names acquired through the Company’s domain expiry stream.

The domain expiry stream involves domain names whose registration has expired and as per ICAANN regulations are placed into a 40 -day grace period.

The domain expiry stream involves domain names whose registration has expired and as per ICANN regulations are placed into a 40 -day grace period.

Though the domain names do not belong to the Registrant during the 40 -day grace period, the Company is restricted from allowing others to register them.

4 unchanged sentences

Given that the variable consideration is calculated and paid on a monthly basis, no estimation of variable consideration is required.

Tucows Registry Services (“TRS”) provides registry platform and related technical services to operators of generic top-level domains (“gTLDs”), branded top-level domains, and country code top-level domains.

These services include processing domain name transactions and maintaining the related infrastructure and support systems required to operate the registry.

Revenue is primarily transaction-based and is calculated as a fixed fee per financial transaction processed during the month.

Because customers simultaneously receive and consume the benefits of the registry services as they are provided, revenue is recognized in the period in which the transactions occur.

Service level credits are treated as variable consideration and are recorded as a reduction of revenue in the period in which they are incurred.

Disaggregation of Revenue

2 unchanged sentences

$ 66,178 $ 59,732 $ 50,937

Construction services

68,222 59,732 50,937

Platform Services

2 unchanged sentences

47,623 39,861 38,670

39,861 38,670 24,344

Tucows Domains:

12 unchanged sentences

$ 390,300 $ 362,275 $ 339,337

*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.

Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting.

Intersegment revenues and expenses are eliminated in consolidation.

As of December 31, 2025 , one customer represented 44 % of total accounts receivable.

As of December 31, 2024 one customer represented 56 % of total accounts receivable.

During the years ended December 31, 2024 and December 31, 2023 one customer within the Wavelo segment accounted for 10.7 % of revenue, amounting to $ 38.8 million and $ 36.2 million, respectively.

For the year ended December 31, 2022 no customer accounted for more than 10% of total revenue.

During the years ended December 31, 2025 , December 31, 2024 and December 31, 2023 , one customer within the Wavelo segment accounted for 11.7 %, 10.7 % and 10.7 % of revenue, amounting to $ 45.5 million, $ 38.8 million and $ 36.2 million, respectively.

The following is a summary of the Company’s cost of revenue from each significant revenue stream (Dollar amounts in thousands of U.S.

1 unchanged sentence

$ 27,306 $ 18,754 $ 20,151

Construction services

28,322 18,754 20,151

Platform Services

2 unchanged sentences

1,111 1,273 2,626

1,273 2,626 2,926

Tucows Domains:

16 unchanged sentences

42,721 41,335 37,370

Network, impairment

1,441 4,822 92

Total Network Expenses

1 unchanged sentence

$ 296,346 $ 279,246 $ 272,670

*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.

Ting Mobile is not managed as a separate reportable segment and is included within Corporate and all other for purposes of segment reporting.

Intersegment revenues and expenses are eliminated in consolidation.

Contract Balances

1 unchanged sentence

The Company accounts for contract assets and liabilities on a contract-by-contract basis, with each contract presented as either a net contract asset or a net contract liability accordingly.

Some of the Company’s long-term contracts with customers are billed in advance of service, such as domain contracts and some professional service contracts.

Some of the Company’s long-term contracts with customers are billed in advance of service, such as domain contracts, construction services and some professional service contracts.

Consideration received from customers related to performance obligations which have not yet been satisfied are recorded as contract liabilities.

Contract liabilities primarily relate to the portion of the transaction price received in advance related to the unexpired term of domain name registrations and other domain related value-added services, on both a wholesale and retail basis, net of external commissions.

Significant changes in contract liabilities for the year ended December 31, 2024 were as follows (Dollar amounts in thousands of U.S.

Significant changes in contract liabilities for the years ended December 31, 2025 and December 31, 2024 were as follows (Dollar amounts in thousands of U.S.

Year ended December 31, 2025

Balance, beginning of period

Contract liabilities

Recognized revenue

Balance, end of period

Significant changes in contract liabilities for the year ended December 31, 2023 were as follows (Dollar amounts in thousands of U.S.

Year ended December 31, 2024

Balance, beginning of period

$ 156,804 $ 148,083

Contract liabilities

275,540 241,863

Recognized revenue

( 279,409 ) ( 233,142 )

Balance, end of period

$ 152,935 $ 156,804

Remaining Performance Obligations:

As the Company fulfills its performance obligations, the following table includes revenues expected to be recognized in the future related performance obligations that are unsatisfied (or partially unsatisfied) as at December 31, 2024 (Dollar amounts in thousands of U.S.

As the Company fulfills its performance obligations, the following table includes revenues expected to be recognized in the future related performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2025 (Dollar amounts in thousands of U.S.

December 31, 2025

8 unchanged sentences

Capitalized contract acquisition costs are amortized into operating expense typically over three years, based on the transfer of goods or services to which the assets relate.

The breakdown of the movement in the deferred costs of acquisition balance for the year ended December 31, 2024 is as follows (Dollar amounts in thousands of U.S.

The breakdown of the movement in the deferred costs of acquisition balance for the year ended December 31, 2025 and December 31, 2024 is as follows (Dollar amounts in thousands of U.S.

Year ended December 31, 2025

Balance, beginning of period

Capitalization of costs

Amortization of costs

Balance, end of period

The breakdown of the movement in the deferred costs of acquisition balance for the year ended December 31, 2023 is as follows (Dollar amounts in thousands of U.S.

Year ended December 31, 2024

Balance, beginning of period

$ 2,333 $ 2,581

Capitalization of costs

Amortization of costs

( 1,858 ) ( 1,699 )

Balance, end of period

$ 2,252 $ 2,333

When the amortization period for costs incurred to obtain a contract with a customer is less than one year, we have elected to apply a practical expedient to expense the costs as incurred.

6 unchanged sentences

Amortization expense is primarily included in cost of revenue.

The breakdown of the movement in the deferred costs of fulfillment balance for the year ended December 31, 2024 is as follows (Dollar amounts in thousands of U.S.

The breakdown of the movement in the deferred costs of fulfillment balance for the year ended December 31, 2025 and December 31, 2024 is as follows (Dollar amounts in thousands of U.S.

Year ended December 31, 2025

Balance, beginning of period

Deferral of costs

Recognized costs

Balance, end of period

The breakdown of the movement in the deferred costs of fulfillment balance for the year ended December 31, 2023 is as follows (Dollar amounts in thousands of U.S.

Year ended December 31, 2024

Balance, beginning of period

$ 116,975 $ 111,068

Deferral of costs

188,420 185,174

Recognized costs

( 192,361 ) ( 179,267 )

Balance, end of period

$ 113,034 $ 116,975

We lease datacenters, corporate offices, antenna towers and fiber-optic cables under operating leases.

26 unchanged sentences

December 31, 2024

Incremental borrowing rate

Weighted average discount rate

8.79 % 8.09 %

4 unchanged sentences

Operating lease payments include payments under the non-cancellable term, without any additional amounts related to options to extend lease terms that are not reasonably certain of being exercised.

We have agreements with several third -party network partners who construct and operate fiber networks used to deliver our internet services.

Under these arrangements, the partners build and activate new serviceable addresses each month.

The financial terms of these arrangements may include fixed fees, variable fees, or a combination of both.

The partners control and manage the construction.

We do not control the construction process and are therefore not considered the owner during buildout.

The leases for these addresses will commence once the lessor makes the underlying assets available for our use, to deliver services to our customers.

During the second quarter of Fiscal 2025, the Company identified an immaterial error in the application of lease accounting for a long-term fiber network access agreement.

Upon reassessment, the Company determined that only the initial three -year exclusive-use period under the agreement met the definition of a lease under ASC 842.

The remaining term represents a service arrangement and should not have been included in the ROU asset or operating lease liability calculation.

As a result, the Company recorded a cumulative adjustment in the second quarter of Fiscal 2025 to reduce previously recognized ROU assets and operating lease liabilities, and to recognize a catch-up lease expense totaling $ 3.0 million with a corresponding reduction in the ROU asset.

The adjustment was recorded in the current period as the error was not material to previously issued financial statements.

As of December 31, 2025 , we have not entered into any lease agreements that have not yet commenced, and therefore are not included in the lease liability.

The Company has elected to use the single exchange rate approach when accounting for lease modifications.

Under the single exchange rate approach, the entire right of use asset is revalued at the date of modification in the Company’s functional currency provided the re-measurement is not considered a separate contract or if the re-measurement is related to change the lease term or assessment of a lessee option to purchase the underlying asset being exercised.

Impairment of ROU asset

During the year ended December 31, 2025 , the Company recognized an impairment loss of $ 0.7 million related to two warehouse-related ROU assets.

The impairment was triggered by management’s decision to cease use of the two warehouses and to implement a plan of abandonment for those locations.

In accordance with ASC 842 and the impairment guidance in ASC 360, the Company performed a recoverability assessment and determined that the carrying amounts of the ROU assets were not recoverable.

The ROU assets were written down to their estimated fair value.

In accordance with ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The impairment loss is recorded within “Impairment of property and equipment” in the Consolidated Statement of Operations and Comprehensive Income (Loss) and the related lease liabilities remain on the balance sheet and continue to be measured using the effective interest method.

Redeemable preferred units:

The Company entered into a Series A Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with Generate TF Holdings, LLC, a Delaware limited liability company (“Generate”) on August 8, 2022 ( the "Effective Date"), and closed the transaction contemplated thereby on August 11, 2022 ( the "Transaction Close") pursuant to which the Company issued and sold 10,000,000 units of its Series A Preferred Units to Generate at a cash purchase price of $ 6.00 per unit ("Initial Funding").

Under the Unit Purchase Agreement, after the Transaction Close until the third anniversary of the Effective Date (the "End Date") and upon the achievement of pre-determined operational and financial drawdown milestones, the Company will issue and sell in subsequent fundings an aggregate of 23,333,333.34 units of additional Series A Preferred Units on the same terms and conditions as in the Initial Funding ("Milestone Fundings").

The investment provided the Company with $ 60 million of capital upon the Initial Funding, with an additional $ 140 million of capital commitments available to the Company over the subsequent three -year period if the milestones are achieved.

From the Transaction Close until the earlier of (i) the End Date and (ii) the date upon which Generate has paid $ 140 million pursuant to Milestone Fundings, the Company is required to pay Generate a standby fee at a rate of 0.50 % of any portion of the unpaid $ 140 million capital commitment which will be paid quarterly.

The Series A Preferred Units accrue a preferred return to the holder at a rate of 15 % per annum, subject to adjustments based on the value of approved projects under the Equity Capital Contribution Agreement (the “ECC Agreement”).

The preferred return on the Series A Preferred Units purchased under the Unit Purchase Agreement may be adjusted down to a floor of 13 % or up to a ceiling of 17 % per annum based on commitment and contribution amounts under the ECC Agreement.

The preferred return accrues daily, and is compounded quarterly.

On August 8, 2022 ( the “Effective Date”), Ting Fiber, LLC (“Ting”) entered into a Series A Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with Generate, and closed the transaction on August 11, 2022 ( the “Transaction Close”).

Ting issued and sold 10,000,000 Series A Preferred Units to Generate at $ 6.00 per unit, resulting in gross proceeds of $ 60.0 million.

The investment provided an additional $ 140 million of capital commitments available to Ting over the subsequent three -year period, if certain milestones were achieved.

On December 5, 2022, Ting issued and sold an additional 4,583,333 Series A Preferred Units for gross proceeds of $ 27.5 million.

During the year ended December 31, 2023, Ting issued an aggregate of 5,833,333 additional Series A Preferred Units for gross proceeds of $ 35.0 million.

On May 4, 2023, Ting redeemed 5,173,067 Series A Preferred Units for $ 45.7 million, including a make-whole premium of $ 14.7 million.

The redemption was accounted for as a debt extinguishment, and the associated loss was recognized in other income (expense).

As of December 31, 2025, the redeemable preferred units have an aggregate liquidation preference of $ 91.5 million, plus a make-whole premium should redemption occur before the fourth anniversary of the Transaction Close and are senior to the Ting Fiber, LLC common units with respect to sale, dissolution, liquidation or winding up of the Company.

Ting had the option to issue additional Series A Preferred Units through August 8, 2025, subject to milestone achievement.

Until this date, Ting was required to pay a standby fee of 0.50 % per annum on the undrawn commitment, payable quarterly.

The Series A Preferred Units accrue a preferred return at 15 % per annum, subject to adjustment between 13 % and 17 % based on certain project approval and contribution conditions.

The preferred return accrues daily and compounds quarterly.

The preferred return accrued during the first two years is not payable unless and until the Series A Preferred Units are redeemed.

The preferred return accrued after the second anniversary of the Transaction Close is payable by the Company quarterly.

If the Company should redeem the Series A Preferred Units prior to the fourth anniversary of the Transaction Close, the Company is required to pay a make-whole premium, which is calculated as the cumulative and compounded preferred return that would have accrued (at the preferred return rate in effect immediately prior to such redemption) on the outstanding unreturned capital balance with respect to the Series A Preferred Units through and including the six -year anniversary of the Transaction Close had such Series A Preferred Unit not been redeemed, discounted at an agreed upon treasury rate plus 50 basis points, compounded quarterly (the "Make-Whole-Premium").

The Company's Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"), states that in the event that (i) the Company fails to pay the preferred return for two consecutive quarters, (ii) the Company fails to pay the redemption price in connection with any redemption of the Series A Preferred Units, (iii) the Company materially breaches its obligations under the LLC Agreement, (iv) there occurs an event of default (or similar term) under Tucows Inc.’s or its affiliates’ credit agreement, (v) there occurs material breach if not cured or otherwise remedied in accordance with the terms of any credit facility (taking into account any cure periods), by the Company or any of its Subsidiaries under any debt facilities where the Company or any of its Subsidiaries incurs indebtedness for borrowed money, or (vi) the Company breaches any covenant under the Unit Purchase Agreement, Generate has the option to either (i) convert Series A Preferred Units based on the Redemption Price into common units of the Company based on the then applicable conversion price ; or (ii) compelling the sale of certain assets of the Company or its subsidiaries of equal value to the Redemption Price.

Under the terms of the LLC Agreement, the Company is mandatorily required to redeem the redeemable preferred units prior to the earliest of (i) a sale of the Company, (ii) a public offering, (iii) an event of default (or similar term) by Tucows Inc.

or any of its affiliates under, (iv) a material breach if not cured or otherwise remedied in accordance with the terms of any credit facility (taking into account any cure periods), by the Company or any of its Subsidiaries under any debt facilities where the Company or any of its Subsidiaries incurs indebtedness for borrowed money, (v) the Company failed to pay the preferred return for two consecutive quarters, and (vi) the six -year anniversary of the Transaction Close.

Due to the fact that the redeemable preferred units are mandatorily redeemable, the redeemable preferred units are classified as a liability in the accompanying consolidated balance sheets.

Ting incurred $ 0.8 million of legal fees related to the redeemable preferred unit issuance, which have been reflected as a reduction to the carrying amount of the redeemable preferred unit balance and will be amortized to interest expense, net in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) over the expected six -year term of the instrument.

The liability was initially recorded at fair value and subsequently recorded at the present value of the settlement amount, which includes the preferred return payments required until the instrument's expected maturity on the sixth anniversary of the Transaction Close, August 10, 2028 using the implicit rate of return of the instrument, 15 %.

The Company recorded a $ 10.7 million accretion expense on the redeemable preferred units for the year ended December 31, 2024, recorded as interest expense, net in the accompanying consolidated statements of comprehensive income (loss).

The Company incurred $ 0.8 million of legal fees related to the redeemable preferred unit issuance, which have been reflected as a reduction to the carrying amount of the redeemable preferred unit balance and will be amortized to interest expense, net in the accompanying consolidated statements of operations and comprehensive income (loss) over the expected six -year term instrument.

On January 30, 2023, the Company issued and sold an additional 5,000,000 units of its Series A Preferred Units to Generate at a cash purchase price of $ 6.00 per unit.

The Milestone Funding provided the Company with an additional $ 30.0 million of capital.

On April 21, 2023, the Company issued and sold an additional 833,333 units of Series A Preferred Units to Generate at a cash purchase price of $ 6.00 per unit pursuant to the Unit Purchase Agreement.

The Milestone Funding provided the Company with an additional $ 5.0 million of capital and reduced Generate's future capital commitment under the Unit Purchase Agreement to $ 77.5 million.

On May 4, 2023, Ting Fiber, LLC executed the Ting Class C Notes - Redemption Agreement (the "Redemption Agreement") and the Ting Class C Notes – Side Letter (the "Side Letter Agreement") with Generate.

Under the terms of the Redemption Agreement, Ting Fiber, LLC redeemed 5,173,067 Series A Preferred Units held by Generate at $ 6 per unit, totaling a redemption of $ 31 million.

The terms of the redemption were modified by the Side Letter Agreement, which granted a 30 % discount on the make-whole premium which amounted to $ 14.7 million for a total redemption price of $ 45.7 million inclusive of the make-whole premium.

The Company has accounted for the redemption of the preferred units as an extinguishment of debt in accordance with ASC 470 - Debt.

The resulting loss on debt extinguishment has been recognized as 'Other Income/Expense' in the financial statements.

Terms of the Side Letter Agreement also preclude Ting Fiber, LLC from issuing additional Series A Preferred Units for 365 days from the closing of the Redemption Agreement during which time standby fees will be suspended.

As of December 31, 2024, the redeemable preferred units have an aggregate liquidation preference of $ 91.5 million, plus a Make-Whole Premium should redemption occur before the fourth anniversary of the Transaction Date and are senior to the Ting Fiber, LLC common shares with respect to sale, dissolution, liquidation or winding up of the Company.

Ting recorded an interest expense of $ 19.3 million, of which $ 14.7 million was accreted, for the year ended December 31, 2025.

Ting recorded an interest expense of $ 18.3 million, of which $ 10.7 million was accreted, for the year ended December 31, 2024.

Interest expense related to amortization of issuance costs was $ 0.1 million in each of those years.

Commencing in the second quarter of 2025, Ting has not paid the quarterly preferred return.

The unpaid amount as of December 31, 2025 is $ 14.7 million and has been added to the redeemable preferred units balance in the Consolidated Balance Sheets.

The impact of this failure to pay is outlined below under Return Breach and Trigger Event.

The following table summarizes the Company’s borrowings under the preferred unit agreement (Dollar amounts in thousands of U.S.

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$ 122,556 $ 111,899

Milestone Funding

Accretion of redeemable preferred units (1)

14,696 10,657

Loss on debt extinguishment

Redemption of preferred units

Redeemable preferred units balance

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( 1 ) The Company capitalizes interest expenses directly attributable to the development of qualifying assets.

Qualifying assets include internally use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350.

Qualifying assets include internal use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350.

During the years ended December 31, 2025, and December 31, 2024 the Company capitalized $ 0.2 mi llion and $ 1.3 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets, respectively.

The following table summarizes our scheduled repayments as of December 31, 2024 ( Dollar amounts in thousands of U.S.

Return Breach and Trigger Event

On December 1, 2025, Ting received written notice from Generate asserting that a Return Breach had occurred due to Ting’s failure to pay the quarterly preferred return for the second and third quarter of 2025 and to cure such nonpayment within 60 days.

Generate further asserted that such Return Breach constituted a Trigger Event under the Ting Fiber LLC Amended and Restated Limited Liability Company Agreement, dated as of August 11, 2022 ( the "LLC Agreement") and reserved its rights to pursue available remedies under the LLC Agreement and applicable law.

Such remedies include the right to elect conversion of the Series A Preferred Units into common units of Ting or a call right to purchase certain fiber network assets of Ting at the lower of the fair market value of such assets, and the aggregate invested capital in such assets plus 10%.

Generate has not exercised either of these rights as of December 31, 2025.

Additionally, as a result of the Return Breach and related Trigger Event asserted by Generate on December 1, 2025, Generate has the ability, at its option, to make a request for redemption of all Series A Preferred Units, requiring Ting redeem all outstanding Series A Preferred Units within 30 days of such request (a "Redemption Request").

The redemption price under such a request includes the original issue price, any unsatisfied preferred return, as well as a make-whole premium.

As Ting would be required to settle the obligation within 30 days of a Redemption Request being submitted, the redeemable preferred units were reclassified from long-term to current liabilities in the Consolidated Balance Sheet as of December 31, 2025.

If Ting did receive a Redemption Request from Generate, Ting would be required to pay Generate an estimated $ 204.9 million, representing the redemption price.

As of December 31, 2025, Generate had not submitted a redemption request, and payment of the Redemption Price was due.

The rights asserted by Generate in connection with the Return Breach relate to Ting and its subsidiaries, and such rights under the LLC Agreement do not extend to, or otherwise impose any liability upon, Tucows Inc.

or its other subsidiaries.

Under the LLC Agreement, the remedies available to Generate following a Return Breach are limited to the equity interests and assets of Ting and its subsidiaries, and are subordinate to the rights of the secured noteholders under Ting's asset-backed securitization facilities.

Accordingly, the occurrence of the Return Breach and any exercise of rights by Generate do not affect Ting's securitized debt structure and have no impact on the ABS facilities or the collateral securing them.

Further, there is no impact of the Return Breach or Trigger Event on the Company's 2023 Credit Facility described in "Note 7.

Syndicated Revolver."

Common Shares:

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2026 Stock Buyback Program

On February 13 2025, the Company announced that its Board of Directors (“Board”) has approved a stock buyback program to repurchase up to $ 40 million of its common stock in the open market.

The $ 40 million buyback program commenced on February 14, 2025 and is expected to terminate on February 13, 2026.

2024 Stock Buyback Program

On February 22, 2024, the Company announced that its Board had approved a stock buyback program to repurchase up to $ 40 million of its common stock in the open market.

The $ 40 million buyback program commenced on February 23, 2024 and terminated on February 13, 2025 .

The Company did not repurchase shares under this program.

2023 Stock Buyback Program

On February 9, 2023, the Company announced that its Board had approved a stock buyback program to repurchase up to $ 40 million of its common stock in the open market.

The $ 40 million buyback program commenced on February 10, 2023 and terminated on February 9, 2024.

The Company did not repurchase shares under this program.

On February 12, 2026, the Company announced that its Board of Directors (“Board”) had approved a stock buyback program to repurchase up to $ 40 million of its common stock in the open market.

The $ 40 million buyback program commenced on February 13, 2026 and is expected to terminate on or before February 12, 2027.

2025 Stock Buyback Program

2022, the Company announced that its Board had approved a stock buyback program to repurchase up to

On February 13 2025, the Company announced that its Board had approved a stock buyback program to repurchase up to

$ 40 million of its common stock in the open market.

$ 40 million buyback program commenced on

February 11, 2022 and terminated on

February 9, 2023.

February 14, 2025 and terminated on February 12, 2026.

The Company did

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These transactions are accounted for by the Company as a purchase and retirement of shares and are included in the table on the following page as common stock received in connection with share-based compensation.

The following table summarizes our share repurchase activity for the periods covered below (Dollar amounts in thousands of US dollars, except for share data):

Year Ended December 31,

Common stock received in connection with share-based compensation

Number of shares

Aggregate market value of shares (in thousands)

$ - $ - $ 197

Average price per share

$ - $ - $ 64.67

The Company did not repurchase any shares of common stock during the years ended December 31, 2025, 2024, or 2023.

In addition, no common stock was received in connection with share-based compensation during any of these periods.

Stock Option Plans:

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The 2006 Plan has been established for the benefit of the employees, officers, directors and certain consultants of the Company.

The maximum number of common shares which have initially set aside for issuance under the 2006 Plan is 1.25 million shares.

The maximum number of common shares which had initially been set aside for issuance under the 2006 Plan is 1.25 million shares.

On October 8, 2010, the 2006 Plan was amended to increase the number of shares set aside for issuance by an additional 0.475 million shares to 1.725 million shares.

1 unchanged sentence

In November 2020, the 2006 Plan was amended to increase the number of shares set aside for issuance by an additional 1.53 million shares to 4.0 million shares.

Generally, options issued under the 2006 Plan vest over a four -year period and have a term not exceeding seven years, except for automatic formula grants of non-qualified stock options, which vest after one year and have a five -year term.

Prior to the September 2015 amendment to the 2006 Plan, automatic formula grants of non-qualified stock options vested immediately upon grant.

Generally, options issued under the 2006 Plan vest over a four -year period and have a term not exceeding seven years, except for automatic formula grants of nonqualified stock options, which vest after one year and have a five -year term.

Prior to the September 2015 amendment to the 2006 Plan, automatic formula grants of nonqualified stock options vested immediately upon grant.

Our current equity-based compensation plans include provisions that allow for the “net exercise” of stock options by all plan participants.

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Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options.

The assumptions presented in the table below represent the weighted average of the applicable assumption used to value stock options at their grant date.

The Company calculates expected volatility based on historical volatility of the Company’s common shares.

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( 260,105 ) 56.76 ( 198,192 ) 56.86 ( 35,295 ) 68.58

( 198,192 ) 56.86 ( 35,295 ) 68.58 ( 34,690 ) 58.92

Outstanding, end of period

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no exercises of Company Options during the years ended

December 31, 2025 ,

December 31, 2024 and

December 31, 2023.

The total intrinsic value of Company Options exercised during the year ended

December 31, 2022 wa

s $ 0.8 million .

Cash received from the exercise of stock options during the year ended

December 31, 2022 was

$ 1.1 million.

The Company recorded stock-based compensation for Company options amounting to $ 4.1 million, $ 5.2 million and $ 6.0 million for the years ended December 31, 2025 , 2024 and 2023 respectively.

Stock-based compensation for the Company stock has been included in operating expenses as follows (Dollar amounts in thousands of US dollars):

Stock-based compensation for the Company stock has been included in operating expenses as follows (Dollar amounts in thousands of U.S.

Year Ended December 31,

53 unchanged sentences

13,442,199 $ 1.29 11,009,285 $ 1.27 7,752,114 $ 1.27

The total intrinsic value of the Wavelo stock options exercised during the year ended December 31, 2024 was $ 0.1 million, and the cash received from the exercise of those stock options was $ 0.1 million.

No Wavelo stock options were exercised for the years ended December 31, 2023 and December 31, 2022.

During the year ended December 31, 2025 and December 31, 2024, the total intrinsic value of the Wavelo stock options exercised was $ 0.1 million, and the cash received from the exercise of those stock options was $ 0.1 million, respectively.

As of December 31, 2025 , the exercise prices, weighted average remaining contractual life of outstanding options and intrinsic values were for Wavelo stock options were as follows:

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The Company recorded stock-based compensation for Wavelo options amounting to $ 1.6 million, $ 1.6 million and $ 1.8 million for the years ended December 31, 2025 , 2024 and 2023 , respectively.

Stock-based compensation for the Wavelo stock has been included in operating expenses as follows (Dollar amounts in thousands of US dollars):

Stock-based compensation for the Wavelo stock has been included in operating expenses as follows (Dollar amounts in thousands of U.S.

Year Ended December 31,

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Year Ended December 31,

36.3 % 35.8 % N/A

35.8 % 36.3 % 35.8 %

Risk-free interest rate

3.8 % 3.8 % N/A

3.8 % 3.8 % 3.8 %

Expected life (in years)

4.36 4.18 N/A

4.29 4.36 4.18

Dividend yield

0.0 % 0.0 % N/A

0.0 % 0.0 % 0.0 %

The weighted average grant date fair value for options issued, with the exercise price equal to market value on the date of grant

$ 0.13 $ 0.11 N/A

$ 0.13 $ 0.13 $ 0.11

Details of Ting's stock option transactions are as follows:

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Outstanding, beginning of period

7,504,269 $ 6.00 - $ - N/A N/A

123,000 6.00 8,044,000 6.00 N/A N/A

- - - - N/A N/A

( 1,382,845 ) 6.00 ( 438,381 ) 6.00 N/A N/A

( 284,764 ) 6.00 ( 101,350 ) 6.00 N/A N/A

5,959,660 $ 6.00 7,504,269 $ 6.00 - $ -

- - 123,000 6.00 8,044,000 6.00

( 104,081 ) 6.00 ( 1,382,845 ) 6.00 ( 438,381 ) 6.00

( 1,209,567 ) 6.00 ( 284,764 ) 6.00 ( 101,350 ) 6.00

Outstanding, end of period

5,959,660 6.00 7,504,269 6.00 N/A N/A

4,646,012 6.00 5,959,660 6.00 7,504,269 6.00

Options exercisable, end of period

4,462,430 $ 6.00 3,156,281 $ 6.00 N/A N/A

4,431,538 $ 6.00 4,462,430 $ 6.00 3,156,281 6.00

As of December 31, 2025 , the exercise prices, weighted average remaining contractual life of outstanding options and intrinsic values were for Ting stock options were as follows:

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Total unrecognized compensation cost relating to unvested stock options at December 31, 2025 , prior to the consideration of expected forfeitures, is approximately $ 0.4 million and is expected to be recognized over a weighted average period of 1.2 years.

The Company recorded stock-based compensation for Ting options amounting to $ 0.2 million, $ 0.3 million and nil for the years ended December 31, 2024 , 2023 and 2022 respectively.

Stock-based compensation for the Ting stock has been included in operating expenses as follows (Dollar amounts in thousands of US dollars):

The Company recorded stock-based compensation for Ting options amounting to $ 1.5 million, $ 0.2 million and $ 0.3 million for the years ended December 31, 2025 , 2024 and 2023 respectively.

Stock-based compensation for the Ting stock has been included in operating expenses as follows (Dollar amounts in thousands of U.S.

Year Ended December 31,

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1,749 1,858 2,065

1,501 188 346

Capitalized stock-based compensation

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Qualifying assets include internal use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350.

During the year ended December 31, 2024 and December 31, 2023, the Company capitalize d $ 0.3 million of stock-based compensation each, directly attributable to the development of certain IUS assets.

During the year ended December 31, 2025 and December 31, 2024, the Company capitalize d $ 0.2 million and $ 0.3 million of stock-based compensation respectively, directly attributable to the development of certain IUS assets.

During the fourth quarter of Fiscal 2025, the Company identified an immaterial error in stock-based compensation expense related to the omission from the financial statements of a stock-based compensation arrangement.

The Company determined that this stock-based compensation agreement should have been accounted for under ASC 718 as a liability measured as of each reporting period at fair value, with a corresponding stock-based compensation expense recorded in the Consolidated Statements of Comprehensive Loss over the service period to June 2027.

As a result, the Company recorded a cumulative adjustment in the fourth quarter of Fiscal 2025 to recognize a catch-up expense totaling $ 1.4 million, with a corresponding long-term liability on the balance sheet.

The adjustment was recorded in the current period as the error was not material to previously issued financial statements.

Foreign Exchange:

A foreign exchange loss amounting to $ 0.1 million has been recorded in general and administrative expenses during the year ended December 31, 2024 .

A foreign exchange loss amounting to $ 0.1 million has been recorded in general and administrative expenses during the year ended December 31, 2023 .

A foreign exchange loss amounting to $ 0.2 million has been recorded in general and administrative expenses during the year ended December 31, 2022 .

A foreign exchange loss amounting to $ 0.1 million has been recorded in general and administrative expenses during the year ended December 31, 2025, 2024 and 2023, respectively.

Other Income (Expenses):

On August 1, 2020, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”), by and between the Company and DISH Wireless L.L.C.(“EchoStar” DISH's post-merger parent).

On August 1, 2020, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”), by and between the Company and DISH Wireless L.L.C.

("EchoStar", DISH's post-merger parent).

Under the Purchase Agreement and in accordance with the terms and conditions set forth therein, the Company sold to EchoStar its mobile customer accounts that are marketed and sold under the Ting brand (other than certain customer accounts associated with one network operator) (“Transferred Assets”).

For a period of 10 years following the execution of the Purchase Agreement, EchoStar will pay a monthly fee to the Company generally equal to an amount of net revenue received by EchoStar in connection with the transferred customer accounts minus certain fees and expenses, as further set forth in the Purchase Agreement.

The following table summarizes the Income earned on the sale of transferred assets:

For the twelve months ended

The Company includes the proportionate share of earnings (loss) of the equity method investees in Other Income.

The Company earned the amounts noted in the table below during the years ended December 31, 2025, December 31, 2024 and December 31, 2023 ( Dollar amounts in thousands of U.S.

Year Ended December 31,

Income earned on sale of transferred assets

$ 11,644 $ 13,978 $ 17,033

The Company recorded interest income amounting to $ 3.2 million, $ 4.5 million and $ 0.1 million for the years ended December 31, 2024 , 2023 and 2022 respectively.

This income primarily relates to the strategic investment of excess 2023 and 2024 Term Notes proceeds into Money Market Deposit Accounts ("MMDAs") and Certificates of Deposit ("CDs").

Interest expense, net has been included in "Other Income" as follows (Dollar amounts in thousands of US dollars):

For the twelve months ended

Equity in earnings (loss) of unconsolidated businesses

( 197 ) 258 -

Total other income

$ 11,447 $ 14,414 $ 17,033

The following table provides additional information relating to Interest expense, net (Dollar amounts in thousands of U.S.

Year Ended December 31,

Interest expense

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Earnings Per Common Share:

The following table reconciles the numerators and denominators of the basic and diluted earnings per common share computation (Dollar amounts in thousands of US dollars, except for share data):

The following table reconciles the numerators and denominators of the basic and diluted loss per common share computation (Dollar amounts in thousands of U.S.

dollars, except for share data):

Year ended December 31,

Numerator for basic and diluted earnings per common share:

Net income (loss) for the period

Numerator for basic and diluted loss per common share:

Net loss for the period

$ ( 75,819 ) $ ( 109,860 ) $ ( 96,197 )

Denominator for basic and diluted earnings per common share:

Denominator for basic and diluted loss per common share:

Basic weighted average number of common shares outstanding

3 unchanged sentences

11,065,708 10,967,581 10,864,086

Basic and diluted earnings per common share

Basic and diluted loss per common share

$ ( 6.85 ) $ ( 10.02 ) $ ( 8.85 )

1 unchanged sentence

Commitments and Contingencies:

(a) The Company has several non-cancelable lease and purchase obligations primarily for general office facilities, service contracts for mobile telephone services and equipment that expire over the next ten years.

Future minimum payments under these agreements are as follows (Dollar amounts in thousands of US dollars):

(a) The Company has several non-cancelable purchase obligations primarily for service contracts for mobile telephone services and equipment that expire over the next ten years.

Future minimum payments under these agreements are as follows (Dollar amounts in thousands of U.S.

Contractual Obligations for the year ending December 31,

Contractual Lease Obligations

Debt Obligations

Capital Purchase Obligations

Redeemable preferred units financing Obligations

Notes Payable financing Obligations

Purchase Obligations (1)(2)

4 unchanged sentences

3,535 $ 7,121 $ 10,656

3,026 - - - 63,000 367 66,393

32,669 - - - - 1,851 34,520

$ 55,326 $ 195,400 $ 1,885 $ 191,288 $ 301,505 $ 25,928 $ 771,331

( 1 ) Purchase obligations include all other legally binding service contracts for mobile telephone services and other operational agreements to be delivered during Fiscal 2026 and subsequent years.

( 2 ) Purchase obligations include minimum revenue commitments of $ 18.5 million with the Company's MNO partner between 2025 and 2026.

(b) On February 9, 2015 Ting Fiber, Inc.(“Ting”) entered into a lease and network operation agreement with the City of Westminster, Maryland (the “City”) relating to the deployment of a new fiber network throughout the Westminster area (“WFN”).

( 2 ) Purchase obligations include minimum revenue commitments of $ 0.9 million with the Company's Mobile Network Operator partner for 2026.

(b) On February 9, 2015 Ting, entered into a lease and network operation agreement with the City of Westminster, Maryland (the “City”) relating to the deployment of a new fiber network throughout the Westminster area (“WFN”).

Under the agreement, the City will finance, construct, and maintain the WFN which will be leased to Ting for a period of ten years.

11 unchanged sentences

These minimum fees are variable based on the percentage completion of the fiber optic network, and thus have not been considered an unconditional purchase obligation for the purposes of the table in Note 19 (a).

Ting is currently disputing certain charges from SiFi and has ceased accruing for these amounts, as it believes payment is unlikely.

Ting is currently disputing certain charges from SiFi and has ceased accruing for these amounts which amount to $ 2.0 million as of December 31, 2025, as it believes payment is unlikely.

The commitment amounts disclosed in the schedule reflect only the charges that Ting continues to accrue.

6 unchanged sentences

Through a “take or pay” arrangement, Ting has agreed to certain minimum charges based on minimum subscriber rates.

To the extent that construction of the fiber optic network is complete, our minimum commitments have been included in the contractual lease obligations of the table in Note 19 (a).

To the extent that construction of the fiber optic network is complete, our minimum commitments have been included in the contractual lease obligations in "Note 12.

The Company has an ongoing billing dispute with Netly regarding the rates and methodology under which it can invoice our Ting Fiber division for our operations.

For the purposes of calculating the table in Note 19 (a), the Company reflected its future commitment under this agreement consistent with the amounts it has historically accrued in accordance with ASC 450 - 20 and, in accordance with the definition of probable loss described therein, and paid.

The Company reflected its future commitment under this agreement consistent with the amounts it has historically accrued in accordance with ASC 450 - 20 and, in accordance with the definition of probable loss described therein, and paid.

At this time the Company believes that the probability that this dispute will have a material adverse effect on the business, operating results or financial condition is remote.

(e) O n January 7, 2022, Ting Fiber, Inc., entered into a 25 -year lease agreement with Colorado Springs Utilities (“CSU”), a municipally owned utility.

The lease agreement named Ting Fiber the anchor tenant on a city-wide fiber network that is intended to pass 200,000 homes in Colorado Springs, Colorado.

The lease agreement named Ting Fiber the anchor tenant on a city-wide fiber network that is intended to pass a maximum of 275,000 homes in Colorado Springs, Colorado.

CSU began construction in Q2 of 2023.

The lease obligates Ting, and its ultimate parent Tucows, Inc., to pay a per month fee for addresses passed by the network (as they are passed and become serviceable for customers to connect to the network) and for certain fiber infrastructure, including co-location space.

Total costs of the lease, over its twenty-five -year term, are approximately $ 593,000,000 based on a fully completed fiber-to-the-home network, however the minimum fees are variable based on the percentage completion of the fiber optic network.

Future committed fees associated with completed portions of the network have been included in the contractual lease obligations of the table in Note 19 (a).

Future fees associated with portions of the network that have yet to be constructed have not been considered an unconditional purchase obligation for the purposes of the table in Note 19 (a).

(f) On May 11, 2022, Ting Fiber, LLC, entered into a "Rights-of-Way" agreement with the City of Alexandria, Virginia whereby the City granted Ting Fiber the right to install, place, construct, maintain, operate, upgrade, repair, and replace a Communications System to provide Broadband Services within the Public Rights-of-Way (a space in, upon, above, along, across, over and below the public and City-owned property that is used as a public rights-of-way) for a fee.

Based on the Company's current projection of approximately 150,000 homes to be passed, total lease costs over the twenty-five -year term are estimated at approximately $ 327.6 million, however the minimum fees are variable based on the percentage completion of the fiber optic network and these costs may be higher should the timing of delivery or amount of addresses passed be different from our estimate.

Future committed fees associated with completed portions of the network have been included in the contractual lease obligations.

Future fees associated with portions of the network that have yet to be constructed have not been considered an unconditional purchase obligation.

(f) On May 11, 2022, Ting Fiber, LLC, entered into a "Rights-of-Way" agreement with the City of Alexandria, Virginia whereby the City granted Ting Fiber the obligation to install, place, construct, maintain, operate, upgrade, repair, and replace a Communications System to provide Broadband Services within the Public Rights-of-Way (a space in, upon, above, along, across, over and below the public and City-owned property that is used as a public rights-of-way) for a fee.

Per the agreement, Ting Fiber is to pay the City throughout the 20 -year term of the agreement, an amount equal to 3% of Ting Fiber's Broadband Revenues once the network is live, and subscribers are obtained, and this fee is to be paid on a quarterly basis.

4 unchanged sentences

The agreement requires the Company to pay the greater of a minimum revenue commitment based on minimum subscriber rates and a revenue share.

Future fees associated with portions of the network have not been considered an unconditional purchase obligation for the purposes of the table in Note 19 (a).

Future fees associated with portions of the network have not been considered an unconditional purchase obligation.

(h) In the normal course of its operations, the Company becomes involved in various legal claims and lawsuits.

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We calculate this as segment revenue together with recurring income earned on sale of transferred assets, less cost of revenue, network expenses and certain operating expenses attributable to each segment, such as sales and marketing, technical operations and development, general and administration expenses.

Segment Adjusted EBITDA excludes unrealized gains (losses) on foreign exchange, stock-based compensation and transactions that are not indicative of on-going performance, including acquisition and transition costs.

Segment Adjusted EBITDA excludes unrealized gains (losses) on foreign exchange, stock-based compensation and transactions that are not indicative of ongoing performance, including acquisition and transition costs.

Certain revenues and expenses are excluded from segment Adjusted EBITDA results as they are centrally managed and not monitored by or reported to our CEO by segment, including mobile retail services, eliminations of intercompany transactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate IT.

The Company believes that Adjusted EBITDA is an important indicator of the operational strength and performance of its segments, by identifying those items that are not directly a reflection of each segment’s performance or indicative of ongoing operational and profitability trends.

The CODM uses Adjusted EBITDA to evaluate the overall recurring profitability of each operating segment after accounting for overhead costs.

The Chief Operating Decision Maker ("CODM") uses Adjusted EBITDA to evaluate the overall recurring profitability of each operating segment after accounting for overhead costs.

Adjusted EBITDA is evaluated by the CODM by comparing current period to historical and forecasted results and is used to inform strategic decisions over segment profitability, operational efficiency, pricing strategies, cost optimization, customer churn, competitor benchmarking and cash flow.

Information by reportable segments (with the exception of disaggregated revenue, which is discussed in “Note 10– Revenue”), which is regularly reported to the chief operating decision maker, and the reconciliations thereof to our income before taxes, are set out in the following tables (Dollar amounts in thousands of US dollars):

Information by reportable segments (with the exception of disaggregated revenue, which is discussed in “Note 10.

Revenue”), which is regularly reported to the chief operating decision maker, and the reconciliations thereof to our income before taxes, are set out in the following tables (Dollar amounts in thousands of U.S.

Year Ended December 31, 2025

4 unchanged sentences

Intersegment revenue (1)

- 1,785 - 1,785

Total net revenues

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Intersegment revenue (1)

- 2,691 - 2,691

Total net revenues

20 unchanged sentences

Intersegment revenue (1)

- 2,691 - 2,691

Total net revenues

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Reconciliation of Net loss to Segment Adjusted EBITDA

(In Thousands of US Dollars)

(In Thousands of U.S.

Segment Adjusted EBITDA

5 unchanged sentences

( 41,580 ) ( 40,323 ) ( 36,431 )

Impairment and loss on disposition of property & equipment

Impairment of property and equipment

( 11,533 ) ( 19,167 ) ( 4,822 )

Loss (gain) on disposition of property and equipment

Amortization of intangible assets

8 unchanged sentences

Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities

167 62 ( 281 )

Acquisition and other costs (2)

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Revenue from sources outside of Canada and The United States of America comprises less than 10% of our total operating revenue.

(b) The following is a summary of the Company’s property and equipment by geographic region (Dollar amounts in thousands of US dollars):

(b) The following is a summary of the Company’s property and equipment by geographic region (Dollar amounts in thousands of U.S.

December 31, 2025

3 unchanged sentences

$ 281,955 $ 331,049

(c) The following is a summary of the Company’s amortizable intangible assets by geographic region (Dollar amounts in thousands of US dollars):

(c) The following is a summary of the Company’s amortizable intangible assets by geographic region (Dollar amounts in thousands of U.S.

December 31, 2025

3 unchanged sentences

$ 7,440 $ 12,483

$ 12,483 $ 17,205

Under ASC 326, the Company assesses the adequacy of its allowance for expected credit losses based on historical loss experience, current economic conditions and reasonable forecasts.

Our evaluation considers the short-term nature of our receivables and the high credit quality of our customer base, which mitigates significant credit risk exposure.

(d) The following table summarizes our expected credit losses (Dollar amounts in thousands of US dollars):

(d) The following table summarizes our expected credit losses (Dollar amounts in thousands of U.S.

Expected credit losses

9 unchanged sentences

February 2024 Workforce Reduction

On February 7, 2024, Ting committed to the February 2024 workforce reduction ( "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 align with strategic objectives (the “February 2024 workforce reduction”).

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.

During the year ended December 31, 2024, the Company incu rred $ 3.2 million in co sts related to the February 2024 Workforce Reduction, which were accounted for under ASC 420 - Exit or Disposal Cost Obligations.

During the year ended December 31, 2025, and December 31, 2024, the Company incu rred NIL and $ 3.2 million, respectively, in co sts related to the February 2024 Workforce Reduction, which were accounted for under ASC 420 - Exit or Disposal Cost Obligations.

These costs associated with the February 2024 Workforce Reduction predominantly consisted of termination benefits for the terminated employees associated with the restructuring, and to a lesser extent, continuation of benefits and outplacement costs.

2 unchanged sentences

The Plan was designed to further align operations with strategic priorities, improve operational efficiency, and reduce operating expenses within Ting.

In connection with the Capital Efficiency Plan, the Company incurred restructuring charges of $ 7.7 million durin g the year ended December 31, 2024.

In connection with the 2024 Capital Efficiency Plan, the Company incurred restructuring charges of NIL and $ 7.7 million durin g the years ended December 31, 2025 and December 31, 2024, respectively.

These charges primarily consisted of termination benefits for the terminated employees associated with the restructuring, continuation of benefits, outplacement costs and professional services.

2 unchanged sentences

For the year ended December 31, 2025

For the year ended December 31, 2024

Continuation of benefits

2 unchanged sentences

Total restructuring charges

The liability for the February 2024 workforce reduction and 2024 Capital Efficiency Plan were included in Accrued liabilities in the consolidated balance sheet, and the following tables summarize the related activity for the February 2024 workforce reduction and 2024 Capital Efficiency Plan for the year ended December 31, 2024 (Dollar amounts in thousands of U.S.

The liability for the February 2024 Workforce Reduction and 2024 Capital Efficiency Plan were included in "Accounts Payable and Accrued liabilities" in the consolidated balance sheet, and the following tables summarize the related activity for the February 2024 workforce reduction and 2024 Capital Efficiency Plan for the years ended December 31, 2024 and December 31, 2025 (Dollar amounts in thousands of U.S.

Cost Description

1 unchanged sentence

Charges for the year ended December 31, 2025

Cash payments made for the year ended December 31, 2024

Cash payments/adjustments made for the year ended December 31, 2025

Balances as of December 31, 2025

$ 591 $ - $ ( 591 ) $ -

Continuation of benefits

- 2,601 ( 2,602 ) - 1

Outplacement costs

3 unchanged sentences

$ 1,129 $ - $ ( 1,129 ) $ -

Additional Financial Information:

The following tables provide additional financial information related to our Consolidated Financial Statements (Dollar amounts in thousands of U.S dollars):

Balance Sheet Information

Prepaid expenses and other

Prepaid expenses and deposits

$ 24,177 $ 17,314

Income tax receivable

Assets held for sale

Prepaid expenses and other

$ 29,375 $ 21,506

$ 2,012 $ 2,012

Contract costs

Contract asset - long term

Total other assets

$ 4,378 $ 4,345

Accounts payable and accrued liabilities

Accounts payable

$ 9,898 $ 9,009

Accrued liabilities

25,374 31,227

Total accounts payable and accrued liabilities

$ 35,272 $ 40,236

Other Current Liabilities

Customer deposits

$ 17,369 $ 16,660

Accreditation fees payable

Income taxes payable

Total other current liabilities

$ 20,765 $ 17,546

The components of the inventories as of December 31, 2025 and December 31, 2024 were as follows (Dollar amounts in thousands of U.S dollars):

Raw materials

$ 1,923 $ 2,051

Finished goods

Total Inventories

$ 3,872 $ 3,975

Subsequent Events:

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(“Ting Inc”), Wavelo, Inc.

(“Wavelo”) and Ting Fiber, LLC (“Ting Fiber”), Ting Internet, LLC ("Ting Internet"), Simply Bits, LLC ("Simply Bits"), Zippytech, LLC ("Zippytech") and Ting-Memphis Co, ("Ting Memphis").

(“Wavelo”) and Ting Fiber, LLC (“Ting Fiber”), Ting Internet, LLC ("Ting Internet"), Simply Bits, LLC ("Simply Bits"), Zippytech, LLC ("Zippytech"), Ting-Memphis Co, ("Ting Memphis").

The Parent Company holds a direct 100 % ownership interest in Tucows (Delaware) Inc.

13 unchanged sentences

Income taxes recoverable

Investment in subsidiaries

Investment in non-controlled entities

Intangible assets

Accounts payable

22,658 10,987

Accrued liabilities

Income taxes payable

Customer deposits

Equity in net deficit of subsidiaries

84,666 20,373

Due to related parties

10 unchanged sentences

( 225,977 ) ( 150,158 )

Accumulated other comprehensive income (loss)

Accumulated other comprehensive Income

( 57 ) ( 964 )

12 unchanged sentences

Interest income (expense)

1 1,016 1,378

Income tax recovery

3 unchanged sentences

Other comprehensive income (loss) - Parent Company

- ( 848 ) 1,408

Other comprehensive income (loss) - Subsidiaries

11 unchanged sentences

Non-cash items affecting net income

Excess tax benefits on stock-based compensation expense

Stock-based compensation

9 unchanged sentences

Accounts receivable

- 381 ( 482 )

Prepaid expenses and deposits

2 unchanged sentences

( 143 ) ( 63 ) 1,208

Income taxes payable

Accounts payable

3 unchanged sentences

Customer deposits

( 188 ) 187 -

Cash from operating activities

3 unchanged sentences

16,150 3,978 2,078

Net proceeds received on exercise of stock options

Cash from financing activities

1 unchanged sentence

Investing activities

Investment in unrelated company

- - ( 2,012 )

Transfer of intangible assets

Cash from investing activities

- - ( 2,012 )

Increase (decrease) in cash and cash equivalents

22 unchanged sentences

No dividends have been received from any of our subsidiaries in the past three years.

Change in basis of presentation for subsidiary investment accounts and adjustment of prior period reported amounts

Certain amounts in the 2023 Parent Company Condensed Financial Statements have been adjusted to change the basis of presentation of the subsidiary investment accounts.

Change in basis of presentation for Investments in non controlled entities account and adjustment of prior period reported amounts

Certain immaterial amounts in the 2024 Parent Company Condensed Financial Statements have been adjusted to change the basis of presentation of the Investments in non-controlled entities.

These changes had no impact on total net income and total shareholders' equity previously reported in the comparative figures presented in the Parent Company Condensed Financial Statements.

1 unchanged sentence

The Parent Company and its subsidiaries, excluding Ting Fiber, LLC, have revolving credit facilities through third -party financial institutions.

The total available amount on the credit facilities is $ 240 million, and as at December 31, 2024, $ 195.4 million was drawn on the credit facilities.

The total available amount on the credit facilities is $ 240 million, and as of December 31, 2025, $ 190.4 million was drawn on the credit facilities.

The Parent Company had no other material commitments or contingencies during the reported periods.

3 unchanged sentences

The Parent Company issued 96,798 , 111,250 , and 86,295 common stock during the twelve months ended December 31, 2025 , December 31, 2024 and December 31, 2023 , respectively related to stock-based compensation.

The Parent Company retired nil , nil and 3,053 common stock during the twelve months ended December 31, 2024 , December 31, 2023 and December 31, 2022 , respectively related to stock options exercised.

The Parent Company retired NIL common stock during each of the twelve months ended December 31, 2025 , December 31, 2024 and December 31, 2023 , related to stock options exercised.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 12, 2026

/s/ E lliot Noss

/s/ David Woroch

Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons of behalf of the registrant and in the capacities and on the dates indicated.

/s/ E lliot Noss

/s/ David Woroch

President, Chief Executive Officer

5 unchanged sentences

(Principal Financial and Accounting Officer)

/s/ A llen Karp

/s/ A llen Taylor

March 12, 2026

1 unchanged sentence

March 12, 2026

/s/ R obin Chase

/s/ Stephan Uhrenbacher

March 12, 2026

/s/ E rez Gissin

Stephan Uhrenbacher

/s/ Laurenz Malte Nienaber

March 12, 2026

/s/ J effrey Schwartz

Laurenz Malte Nienaber

/s/ Sandra Matz

March 12, 2026

Jeffrey Schwartz

/s/ gigi sohn

/s/ Elliot Noss

March 12, 2026

/s/ lee matheson

/s/ L ee Matheson

March 12, 2026

/s/ Jeffrey Tory

March 12, 2026

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

What changed 10-K

Item 9A. Controls and Procedures