STOCK TITAN

Naji Khoury to lead ATN International (ATNI) as new CEO from April 20, 2026

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ATN International has appointed industry veteran Naji Khoury as its new President and Chief Executive Officer, effective April 20, 2026, succeeding Brad Martin. Khoury brings nearly 30 years of telecommunications experience, including leadership roles at Liberty Communications Puerto Rico and Liberty Latin America.

Under his Offer Letter, Khoury will receive a $600,000 annual base salary and be eligible for an annual cash performance bonus of up to 150% of base salary, with his 2026 bonus set between 60% and 100% of his pro-rated target, subject to continued employment. He will receive a 2026 equity award with a grant date fair value of $2,000,000, split evenly between time-based RSUs vesting over four years and PSUs tied to total shareholder return versus the Russell 2000 over three years, plus up to $135,000 in relocation payments. Outgoing CEO Brad Martin will provide transition support under a consulting agreement totaling $25,000 through May 31, 2026.

Positive

  • None.

Negative

  • None.

Insights

ATN installs an experienced telecom leader as CEO with a structured, performance-linked pay package.

ATN International is executing a planned leadership transition, appointing Naji Khoury as CEO effective April 20, 2026. His long tenure at Liberty Communications Puerto Rico and Liberty Latin America suggests deep familiarity with Caribbean and telecom markets, aligning with ATN’s geographic and sector focus.

Compensation is heavily performance-oriented. Khoury’s annual bonus can reach 150% of his $600,000 base salary, and his $2,000,000 2026 equity award is split between time-based RSUs and PSUs that vest based on relative total shareholder return versus the Russell 2000 over a three-year period.

Outgoing CEO Brad Martin remains as a short-term consultant for $25,000, supporting continuity through May 31, 2026. This structure aims to keep strategic momentum while shifting leadership, though the eventual impact on operations and financial performance will be reflected in future results.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary $600,000 per year Annual base salary for Naji Khoury as President and CEO from Effective Date
Annual bonus opportunity Up to 150% of base salary Target annual cash performance bonus opportunity for CEO role
2026 guaranteed bonus range 60%–100% of pro-rated target Floor and cap on 2026 cash performance bonus for Naji Khoury
2026 equity award value $2,000,000 grant date fair value Split 50% RSUs and 50% PSUs for new CEO
Relocation payment $135,000 total Aggregate relocation and temporary housing payments in three installments
Consulting fee to former CEO $25,000 total Paid in two equal installments for services from April 7 to May 31, 2026
CEO effective date April 20, 2026 Date Naji Khoury becomes President and CEO
restricted stock units financial
"The 2026 Equity Award will consist of 50% time-based restricted stock units (“RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"and 50% performance-based performance stock units (“PSUs”)"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
total shareholder return financial
"the PSUs vesting based upon the Company’s total shareholder return relative to the Russell 2000"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
Restrictive Covenants Agreement regulatory
"entered into the Company’s standard form of Restrictive Covenants Agreement"
Executive Severance Agreement financial
"anticipated that the Company and Mr. Khoury also will enter into an Executive Severance Agreement"
forward-looking statements regulatory
"This press release contains forward-looking statements relating to, among other matters"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
false 0000879585 0000879585 2026-04-01 2026-04-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): April 1, 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 April 7, 2026, the Board of Directors (the “Board”) of ATN International, Inc. (the “Company”) announced that Naji N. Khoury has been appointed (the “Appointment”) President and Chief Executive Officer (“CEO”) to be effective as of April 20, 2026 (the “Effective Date”).

 

Mr. Khoury, 59, previously served as the CEO of Liberty Communications Puerto Rico from 2012 to 2024 and as a member of the Executive Leadership Team of Liberty Latin America Ltd. (“Liberty”) from 2018 to 2024. Mr. Khoury joined Liberty in 2010 as the Managing Director of Liberty Cable Puerto Rico. Prior to Liberty, Mr. Khoury spent a decade holding several leadership positions at Centennial Communications, most recently serving as its Senior Vice President of Marketing, Business Development and Customer Service. Mr. Khoury earned a Master’s degree in engineering from The Johns Hopkins University and a Bachelor of Science degree in electrical engineering from Syracuse University.

 

There are no arrangements or understandings between Mr. Khoury and any other person pursuant to which Mr. Khoury was appointed principal executive officer. Mr. Khoury does not have any direct or indirect material interests in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor does he have any family relationships with any of the Company’s directors or executive officers.

 

In connection with the Appointment, the Board approved Mr. Khoury’s compensation, as set forth in that certain Offer of Employment Letter, dated as of April 1, 2026 (the “Offer Letter”). Beginning on the Effective Date, Mr. Khoury will receive an annual base salary of $600,000 for his services as President and CEO and will be eligible to receive an annual cash performance bonus of up to 150% of his base salary (pro-rated for calendar year 2026), with the actual amount of such bonus to be determined by the Board based upon, among other things, achievement of the corporate and individual performance objectives approved by the Compensation Committee of the Board (the “Compensation Committee”). Notwithstanding the foregoing, pursuant to the Offer Letter, Mr. Khoury’s 2026 annual cash performance bonus will not be less than 60% nor more than 100% of his pro-rated target bonus and is subject to his continued employment through the payout date.

 

The Offer Letter also provides that Mr. Khoury will be eligible to receive annual equity awards. For 2026, he will receive an equity award (the “2026 Equity Award”) with a grant date fair value of $2,000,000, based upon the average closing price of the Company’s common stock for the 20 trading days prior to and including the Friday before grant approval. The 2026 Equity Award will consist of 50% time-based restricted stock units (“RSUs”) and 50% performance-based performance stock units (“PSUs”), with the RSUs vesting in equal annual installments on each of the first, second, third, and fourth anniversaries of the grant date and the PSUs vesting based upon the Company’s total shareholder return relative to the Russell 2000 measured over a three-year performance period .

 

Pursuant to the Offer Letter, Mr. Khoury will also be eligible to receive an aggregate of $135,000 (the “Relocation Payment”) to cover certain relocation and temporary housing expenses. The Relocation Payment will be paid in three installments, provided that Mr. Khoury remains employed by the Company on the applicable payment date, and is subject to recoupment under certain circumstances as set forth in the Offer Letter.

 

Mr. Khoury will also be eligible to participate in all benefit plans of the Company that are generally available to the Company’s senior executives, and will be subject to the Company’s Executive Compensation Recoupment Policy.

 

The Company and Mr. Khoury also entered into the Company’s standard form of Restrictive Covenants Agreement, which includes customary confidentiality, non-solicitation, and non-competition restrictive covenants in favor of the Company (the “Restrictive Covenants Agreement”). It is anticipated that the Company and Mr. Khoury also will enter into an Executive Severance Agreement on the Company’s standard terms (the “Severance Agreement”). In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this Current Report on Form 8-K if and when the Severance Agreement is finalized and executed.

 

 

 

 

Brad Martin, the Company’s current CEO, ceased to serve as the Company’s principal executive officer and as a member of the Board, effective as of April 6, 2026. The Board intends to nominate Mr. Khoury as a director, effective upon election by stockholders at its upcoming Annual General meeting on June 16, 2026. On April 6, 2026, the Company and Mr. Martin entered into that certain Consulting Services Agreement (the “Consulting Agreement”), pursuant to which Mr. Martin has agreed to provide certain support services in connection with the leadership transition during the period beginning April 7, 2026 and ending May 31, 2026. In consideration of such services, the Company will pay Mr. Martin $25,000 in two equal installments on April 30, 2026 and May 31, 2026. For the avoidance of doubt, the payments pursuant to the Consulting Agreement are in addition to, and not in lieu of, any benefits that Mr. Martin may be entitled to pursuant to that certain Executive Severance Agreement, by and between the Company and Mr. Martin, effective January 1, 2024, subject to his timely execution and non-revocation of a release and waiver of claims in favor of the Company. The Company thanks Mr. Martin for his many years of service.

 

The foregoing summaries of the Offer Letter, the Restrictive Covenants Agreement, and the Consulting Agreement do not purport to be complete and are qualified in their entireties by reference to the full texts of the Offer Letter, the Restrictive Covenants Agreement, and the Consulting Agreement, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 hereto, respectively, and are incorporated herein by reference.

 

Item 7.01         Regulation FD Disclosure.

 

On April 7, 2026, the Company issued a press release regarding the Appointment. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

 

Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01         Financial Statements and Exhibits

 

(d)Exhibits.

 

10.1 Offer of Employment Letter, by and between the Company and Mr. Khoury, dated as of April 1, 2026.
10.2 Restrictive Covenants Agreement, by and between the Company and Mr. Khoury, dated as of April 1, 2026.
10.3 Consulting Services Agreement, by and between the Company and Mr. Martin, dated as of April 6, 2026.
99.1 Press Release, dated April 7, 2026.
104 Cover page formatted in Inline XBRL.

 

 

 

 

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: April 7, 2026    

 

 

 

 

Exhibit 99.1

 

  

ATN International, Inc. Appoints New Chief Executive Officer

 

Beverly, MA (April 7, 2026) – ATN International, Inc. (“ATN” or the “Company”) (Nasdaq: ATNI), a leading provider of digital infrastructure and communications services, today announced its Board of Directors has appointed Naji Khoury as President and Chief Executive Officer, effective April 20, 2026.

 

Mr. Khoury succeeds Brad Martin, who is stepping down as Chief Executive Officer and member of the Company’s Board of Directors and will remain in an advisory capacity through the end of May 2026 to support a smooth transition.

 

Mr. Khoury is an industry leader with nearly 30 years of experience in the telecommunications sector. Prior to joining ATN, he spent 14 years at Liberty Communications Puerto Rico, including the last six years as Chief Executive Officer, where he oversaw operations in Puerto Rico and the U.S. Virgin Islands, significantly scaling the business through organic growth initiatives and acquisitions. Earlier in his career, Mr. Khoury held senior leadership roles at Centennial Communications, a fixed and mobile carrier, and GE Capital Services within its Spacenet subsidiary, a provider of satellite-based services.

 

“Naji brings deep industry expertise and a proven track record in leadership, strategy, and operational execution,” said Michael Prior, ATN’s Executive Chairman. “We are pleased to welcome him to ATN – his extensive experience in the telecommunications industry and Caribbean markets positions us well for our next phase of growth and value creation. His background and strategic vision make him well-suited to build on our recent network investments and strategic positioning to deliver long-term value for our customers, employees, and stockholders.”

 

“I’m honored to serve as ATN’s next Chief Executive Officer,” said Mr. Khoury. “ATN has a strong portfolio of telecommunications businesses and an experienced team. I look forward to advancing our strategic priorities and serving our customers and communities.”

 

Mr. Prior concluded, “On behalf of the Board, I want to thank Brad for his leadership and many contributions during his tenure. Under his guidance, ATN strengthened its operational processes and made significant investments in expanding and upgrading our fiber networks.  He leaves the Company with a strong foundation for the future, and we wish him continued success.”

 

1

 

 

About ATN

 

ATN International, Inc. (Nasdaq: ATNI), headquartered in Beverly, Massachusetts, is a leading provider of digital infrastructure and communications services for all. The Company operates in the United States and internationally, including the Caribbean region, with a focus on rural and remote markets with a growing demand for infrastructure investments. The Company’s operating subsidiaries today primarily provide: (i) advanced wireless and wireline connectivity to residential, business, and government customers, including a range of high-speed Internet and data services, fixed and mobile wireless solutions, and video and voice services; and (ii) carrier and enterprise communications services, such as terrestrial and submarine fiber optic transport, and communications tower facilities. For more information, please visit www.atni.com.

 

Cautionary Language Concerning Forward-Looking Statements

 

This press release contains forward-looking statements relating to, among other matters, the appointment of the Company’s Chief Executive Officer, the transition of leadership responsibilities, as well as the Company’s business goals and objectives and expectations regarding the Company’s future performance.  These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results. Actual future events and results could differ materially from the events and results indicated in these statements as a result of many factors, including, among others, (1) the general performance of the Company’s operations, including operating margins, revenues, capital expenditures; (2) the loss of, or an inability to recruit and retain, skilled personnel in the Company’s various operations, including key members of management; (3) the Company’s ability to realize expansion plans for its markets; (4) the impact (if any) of geopolitical instability and U.S. military presence in the Caribbean; (5) government regulation of the Company’s businesses, which may impact the Company’s telecommunications licenses, the Company’s revenue and the Company’s operating costs; (6) the Company’s ability to efficiently and cost-effectively upgrade the Company’s networks and information technology platforms to address rapid and significant technological changes in the telecommunications industry; (7) the Company’s continued access to capital and credit markets on terms it deems favorable; (8) ongoing risk of an economic downturn, political, geopolitical and other risks and opportunities facing the Company’s operations; (9) the Company’s ability to find investment or acquisition or disposition opportunities that fit the strategic goals of the Company; (10) the occurrence of weather events and natural catastrophes and the Company’s ability to secure the appropriate level of insurance coverage for these assets; and (11) increased competition. These and other additional factors that may cause actual future events and results to differ materially from the events and results indicated in the forward-looking statements above are set forth more fully under Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026, and the other reports the Company files from time to time with the SEC. The Company undertakes no obligation and has no intention to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors that may affect such forward-looking statements, except as required by applicable law.

 

2

 

 

Investor Relations Contacts

 

Michele Satrowsky Kelley Buchhorn
SVP, Head of IR & Treasury Managing Director
ATN International, Inc. Three Part Advisors, LLC
IR@atni.com kbuchhorn@threepa.com

 

3

 

FAQ

Who is ATN International (ATNI) appointing as its new CEO?

ATN International is appointing Naji Khoury as its new President and Chief Executive Officer, effective April 20, 2026. He brings nearly 30 years of telecommunications experience, including senior roles at Liberty Communications Puerto Rico and Liberty Latin America, and will also be nominated to the Board.

What is the new ATNI CEO Naji Khoury’s compensation package?

Naji Khoury will receive a $600,000 annual base salary and an annual cash performance bonus opportunity up to 150% of salary. For 2026, his bonus will be between 60% and 100% of his pro-rated target, plus a $2,000,000 equity award and up to $135,000 in relocation payments.

How is ATN International (ATNI) structuring Naji Khoury’s 2026 equity award?

The 2026 equity award has a grant date fair value of $2,000,000, split 50% into time-based RSUs and 50% into PSUs. RSUs vest in four equal annual installments, while PSUs vest based on ATN’s total shareholder return versus the Russell 2000 over a three-year period.

What role will outgoing CEO Brad Martin have at ATN International (ATNI)?

Brad Martin has stepped down as CEO and director, effective April 6, 2026, but will serve in an advisory role during the transition. Under a consulting agreement, he will provide support from April 7 through May 31, 2026, in exchange for $25,000 paid in two installments.

Does ATN International (ATNI) describe any severance arrangements for the new CEO?

ATN International anticipates entering into an Executive Severance Agreement with Naji Khoury on the company’s standard terms. The company plans to file an amendment to the current report once that agreement is finalized and executed, providing additional detail on his severance protections.

What governance protections apply to ATN International (ATNI) CEO Naji Khoury?

Naji Khoury has entered into ATN’s standard Restrictive Covenants Agreement, which includes confidentiality, non-solicitation, and non-competition covenants. He will also be subject to the company’s Executive Compensation Recoupment Policy, aligning his compensation with long-term performance and potential clawback requirements.

Filing Exhibits & Attachments

7 documents