Kore Group Holdings SEC Filings

KORE Group Holdings, Inc. (KORE)2,404,942 shares of common stock issuable upon exercise of two warrants with a strike price of $0.05 per share, reflecting KORE’s 1-for-5 reverse stock split effective July 1, 2024.

This position represents 13.7% of KORE’s common stock, based on 17,539,937 shares outstanding as of November 10, 2025 as reported in KORE’s Form 10-Q. The amendment also notes that on November 25, 2025, KORE and Searchlight IV KOR, L.P. amended their August 1 Agreement to extend the defined “Holiday Period” to December 31, 2025, and lists various related investment and rights agreements as exhibits.

KORE Group Holdings approved employee retention awards to support continuity during a potential strategic transaction review. The program covers key employees, including named executive officers, with an aggregate value of approximately $3.2 million. Awards vest after an 18‑month retention period and are paid within 60 days thereafter. If employment ends earlier without Cause—or, for executive officers and one other key employee, upon resignation for Good Reason—the award becomes payable within 60 days of that event.

KORE Group Holdings, Inc. filed a prospectus supplement to update its resale registration with results from its latest quarterly report. For the quarter ended September 30, 2025, revenue was $68.7 million, essentially flat versus $68.9 million a year earlier, as lower services revenue was offset by higher product sales. Net loss improved to $12.7 million from $19.4 million, helped by lower selling, general and administrative costs and no goodwill impairment this year. Adjusted EBITDA rose to $14.5 million from $13.0 million, and free cash flow for the first nine months of 2025 turned positive at $1.1 million.

KORE ended the quarter with $19.3 million of cash and $25.0 million available on its revolving credit facility, but also carried significant debt and $41.5 million of accrued preferred interest owed to an affiliate, which it plans to continue deferring. The company recorded a $3.4 million tax credit and a $3.6 million income tax benefit from the new One Big Beautiful Bill Act. It also disclosed a contingent indirect tax liability with an estimated possible loss range of $4.3 million to $24.9 million and noted ongoing restructuring, including exiting non-core services and facilities. A special board committee received a non-binding proposal from major shareholders Searchlight and Abry to acquire the remaining common shares for $5.00 per share in cash, with no assurance a transaction will occur.

KORE Group Holdings, Inc. furnished a Form 8-K noting it issued a press release with financial results for the third quarter and nine months ended September 30, 2025.

The press release is furnished as Exhibit 99.1 and, as stated, is not deemed “filed” under Section 18 of the Exchange Act, nor incorporated by reference under the Securities Act unless expressly set forth.

KORE Group Holdings filed its Q3 2025 10‑Q, reporting total revenue of $68.7 million (vs. $68.9 million a year ago) and a net loss of $12.7 million (vs. $19.4 million). Services revenue was $57.1 million and Products revenue $11.6 million. Operating loss narrowed to $4.2 million as SG&A declined, and the income tax benefit rose to $4.6 million, partly reflecting effects of newly enacted tax law.

Cash was $19.3 million with $25.0 million available on the revolver; long‑term debt was $295.3 million. Accrued interest on mandatorily redeemable preferred stock due to an affiliate was $41.5 million as of September 30, 2025. The Company recorded a contingent liability for indirect taxes of $4.3 million within an estimated range of $4.3–$24.9 million. Remaining performance obligations were $32.2 million. KORE reduced its Google Cloud commitment to $10.9 million, incurring a $1.2 million fee. A Special Committee received a non‑binding proposal from Searchlight and Abry to acquire remaining shares for $5.00 per share; there is no assurance of any transaction.

KORE Group Holdings announced that its Board’s Special Committee received a non‑binding letter on November 3, 2025 from Searchlight Capital and Abry Partners proposing to acquire all outstanding common shares not already owned by them for $5.00 per share in cash.

The Special Committee—advised by Rothschild & Co and Richards, Layton & Finger—will review, evaluate and negotiate any potential strategic transaction or alternative. The company stated there is no assurance the review will result in a transaction and does not expect further public comment unless a specific transaction or alternative is approved or the review concludes. A press release announcing these items was furnished as Exhibit 99.1.

KORE Group Holdings (KORE) received a non-binding proposal from affiliates of Searchlight and Abry to acquire all outstanding common shares they do not own for $5.00 per share in cash, submitted to the board’s Special Committee on November 3, 2025. The filing also updates beneficial ownership tied to warrants.

Searchlight-linked entities report beneficial ownership of 2,404,942 shares issuable upon exercise of warrants at an exercise price of $0.05 per share, reflecting a 13.7% stake based on 17,493,073 shares outstanding as of August 12, 2025. The parties note the letter may lead to a merger and potential delisting, but there is no assurance a definitive agreement will be reached, and they reserve the right to modify or withdraw the proposal.

Jared Deith, EVP & Chief Revenue Officer of KORE Group Holdings, Inc. (KORE), reported the vesting and issuance of 2,723 restricted stock units (RSUs) on 09/30/2025. Each RSU converts into one share of common stock; the filing states the RSUs vested in full and were issued at $0 cost to the reporting person. After the transaction, Mr. Deith beneficially owns 450,592 shares of KORE common stock on a direct basis. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Jared Deith, EVP & Chief Revenue Officer of KORE Group Holdings (KORE) had 8,000 restricted stock units vest on August 15, 2025, which were issued as 8,000 shares of common stock at no cash price. After the issuance, Mr. Deith beneficially owns 447,869 shares of common stock directly and holds a total of 16,000 restricted stock units (each convertible into one share) that remain subject to future vesting. The remaining RSUs are scheduled to vest in two equal installments on August 15, 2026 and August 15, 2027. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Deith on August 19, 2025.