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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 27, 2026
ATN
INTERNATIONAL, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-12593 |
|
47-0728886 |
| (State or other |
|
(Commission File Number) |
|
(IRS Employer |
| jurisdiction of incorporation) |
|
|
|
Identification No.) |
500
Cummings Center
Beverly,
MA 01915
(Address of principal executive offices and zip
code)
(978)
619-1300
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Common
Stock, par value $.01 per share |
|
ATNI |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2026, Mary Mabey agreed to step down
as Senior Vice President and General Counsel (the “Separation”) of ATN International, Inc. (the “Company”), effective
as of October 31, 2026 (the “Separation Date”). As currently contemplated, Ms. Mabey will continue to serve as Senior Vice
President and General Counsel and receive her current base salary through the Separation Date. The Separation is not the result of any
disagreement with the Company regarding its operations, policies, or practices, and the Company thanks Ms. Mabey for her service and
contributions.
In connection with the Separation, Ms. Mabey
and the Company entered into that certain Transition Agreement, dated as of July 27, 2026 (the “Transition Agreement”). In
addition to the severance benefits that Ms. Mabey will be entitled to under Section 2(b) of that certain Executive Agreement, dated as
of March 9, 2023, by and between the Company and Ms. Mabey (the “Executive Agreement” and, together with the Transition Agreement,
the “Agreements”), the Transition Agreement provides that she will be eligible to receive her 2026 annual incentive bonus
with a target value equal to 60% of her current annual base salary, pro-rated for Ms. Mabey’s period of employment during 2026
(the “2026 Pro-Rated Annual Bonus”). The actual payable amount of the 2026 Pro-Rated Annual Bonus will be determined by the
Compensation Committee of the Company’s Board of Directors based upon Company performance for the fiscal year ending December 31,
2026 (the “2026 year”) (weighted 50%) and Ms. Mabey’s individual performance for the 2026 year (weighted 50%), and
will be paid in 2027 when such bonuses are paid to the Company’s employees. Ms. Mabey’s outstanding equity awards will continue
to vest through the Separation Date, subject to the terms and conditions of the ATN International, Inc. 2023 Equity Incentive Plan and
the applicable award agreements. Notwithstanding the foregoing, Ms. Mabey’s receipt of the benefits provided for under each of
the Agreements is subject to, among other things, (i) her execution and non-revocation of a release and waiver of claims in favor of
the Company following the Separation Date and (ii) her continued service through the Separation Date, unless otherwise determined by
the Company.
The foregoing description of the Transition Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| 10.1 |
Transition
Agreement, dated July 27, 2026, by and between ATN International, Inc. and Mary Mabey. |
| 104 |
Cover
page formatted in Inline XBRL (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
ATN INTERNATIONAL, INC. |
| |
|
|
| |
By: |
/s/ Carlos Doglioli |
| |
|
Carlos Doglioli |
| |
|
Chief Financial Officer |
| |
|
|
| Dated: July 31, 2026 |
|
|
