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  4. [8-K] KORE Group Holdings, Inc. Reports Material Event

Buyout deal values KORE (NYSE: KORE) at about $726 million

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

Rhea-AI Filing Summary

KORE Group Holdings reported fourth quarter and full year 2025 results showing flat revenue but sharply better profitability and cash generation. Q4 2025 revenue was $73.9 million, roughly unchanged year over year, while the net loss narrowed to $18.5 million, a 27% improvement. Adjusted EBITDA rose to $17.7 million, up 26%, and Free Cash Flow increased to $7.8 million, up $6.3 million from the prior year period. For 2025 as a whole, revenue was $285.9 million, essentially flat, but the net loss improved to $63.0 million from $146.1 million, while Adjusted EBITDA rose to $63.3 million and Free Cash Flow turned positive at $8.9 million. Total Connections reached 20.9 million, up from 19.7 million, highlighting ongoing IoT growth. The company also reminded investors of its pending all-cash acquisition, valuing the business at an enterprise value of approximately $726 million and expected to close in the second or third quarter of 2026, after required approvals.

Positive

  • Profitability and cash flow improved sharply in 2025, with net loss shrinking to $63.0 million from $146.1 million, Adjusted EBITDA rising to $63.3 million, and Free Cash Flow turning positive at $8.9 million.
  • Transformative take-private transaction announced, with an all-cash acquisition that values KORE at approximately $726 million in enterprise value, expected to close in 2026 subject to regulatory and stockholder approvals.

Negative

  • None.

Insights

KORE posts flat 2025 revenue but materially improves losses, cash flow and confirms a $726M take-private deal.

KORE Group Holdings delivered essentially flat 2025 revenue at $285.9 million, but significantly improved profitability. Full-year net loss was reduced to $63.0 million from $146.1 million, and Adjusted EBITDA increased 19% to $63.3 million, indicating better cost control and operating efficiency.

Liquidity trends strengthened as net cash provided by operating activities rose to $18.5 million and Free Cash Flow improved to $8.9 million from negative levels. Total Connections grew to 20.9 million, supporting the IoT growth narrative despite largely unchanged top-line revenue.

A key strategic development is the pending all-cash acquisition under the Merger Agreement with KONA Parent, valuing the company at an enterprise value of about $726 million. Closing, targeted for Q2 or Q3 2026, depends on regulatory clearances and required stockholder approvals, including a majority of Disinterested Stockholders.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q4 2025 Revenue $73.9 million Fourth quarter 2025 revenue, roughly flat year over year
Q4 2025 Net Loss $18.5 million Fourth quarter 2025 net loss, improved 27% vs prior year
Q4 2025 Adjusted EBITDA $17.7 million Fourth quarter 2025 Adjusted EBITDA, up 26% year over year
Full Year 2025 Revenue $285.9 million Full year 2025 total revenue, essentially flat vs 2024
Full Year 2025 Net Loss $63.0 million Full year 2025 net loss, improved from $146.1 million
Full Year 2025 Free Cash Flow $8.9 million Full year 2025 Free Cash Flow, up $12.4 million vs 2024
Total Connections 20.9 million Period-end Total Connections as of December 31, 2025
Enterprise Value of Merger $726 million Approximate enterprise value of pending all-cash acquisition
Adjusted EBITDA financial
"Adjusted EBITDA for the full year was $63.3 million, compared to $53.1 million a year ago"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free Cash Flow financial
"Free cash flow was $8.9 million for the full year, an improvement of $12.4 million year over year"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Total Connections financial
"Total Connections1 increased to 20.9 million, up 6% from 19.7 million from the same period last year"
Merger Agreement regulatory
"the Company entered into the Agreement and Plan of Merger, dated February 26, 2026, with KONA Parent, L.P. and KONA Merger Sub Co."
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Disinterested Stockholders regulatory
"approval by the holders of a majority of the votes cast by Disinterested Stockholders, as defined in the Merger Agreement"
Disinterested stockholders are shareholders who do not have a personal financial stake, family tie, or special role that would bias their judgment in a corporate vote or transaction. Think of them as neutral neighbors asked to decide on a street project while the homeowner involved doesn’t vote; their independent approval helps ensure decisions are fair and protects minority investors from deals that primarily benefit insiders. Investors watch this group because their support can legitimize major transactions and reduce the risk of self-dealing.
forward-looking statements regulatory
"This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions"
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.
Q4 2025 Revenue $73.9 million roughly flat year over year
Q4 2025 Net Loss $18.5 million improved by $7.0 million or 27%
Q4 2025 Adjusted EBITDA $17.7 million up $3.7 million or 26%
Full Year 2025 Revenue $285.9 million compared to $286.1 million one year ago
Full Year 2025 Net Loss $63.0 million improved by $83.1 million or 57%
Full Year 2025 Adjusted EBITDA $63.3 million up $10.2 million or 19%
Understanding 8-K Material Events →
0001855457false00018554572026-03-302026-03-30

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): March 30, 2026
_____________________
KORE Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
_____________________
Delaware001-4085686-3078783
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1155 Perimeter Center West,  11th Floor
Atlanta, GA 30338
877-710-5673

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Former name or former address, if changed since last report
_____________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, $0.0001 par value per shareKORENew York Stock Exchange

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 o

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 2.02.    Results of Operations and Financial Condition.

On March 30, 2026, KORE Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year and fourth quarter ended December 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
99.1*
Press Release of KORE Group Holdings, Inc. dated March 30, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.


SIGNATURE

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.
KORE Group Holdings, Inc.
Date: March 30, 2026By:/s/ Jack W. Kennedy Jr.
Name:Jack W. Kennedy Jr.
Title:Executive Vice President, Chief Legal Officer, and Secretary

Exhibit 99.1
image_0.jpg

KORE Reports Fourth Quarter and Full Year 2025 Results

Company delivers strong profitability and Free Cash Flow growth in 2025

ATLANTA – March 30, 2026 – KORE Group Holdings, Inc. (NYSE: KORE) (“KORE” or the “Company”), the global pure-play Internet of Things (“IoT”) hyperscaler and provider of IoT Connectivity, Solutions and Analytics, today reported financial and operational results for the quarter and full year ended December 31, 2025.

Fourth Quarter 2025 Financial Highlights

•Revenue was $73.9 million, roughly flat to the same period last year, while Total Connections1 increased to 20.9 million, up 6% from 19.7 million from the same period last year.

•Net Loss decreased to $18.5 million, an improvement of $7.0 million or 27% from the same period last year.

•Adjusted EBITDA increased to $17.7 million, up $3.7 million or 26% from the same period last year.

•Cash provided by operations was $10.4 million, up $8.4 million from the same period last year.

•Free Cash Flow increased to $7.8 million, an improvement of $6.3 million from the same period last year.

Full Year Consolidated Financial Results

•Revenue for the full year totaled $285.9 million, compared to $286.1 million one year ago.

•Net Loss for the full year was $63.0 million, compared to $146.1 million one year ago, an improvement of $83.1 million, or 57%.

•Adjusted EBITDA for the full year was $63.3 million, compared to $53.1 million a year ago, an increase of $10.2 million, or 19%.

•Cash provided by operating activities was $18.5 million for the full year, an improvement of $9.4 million year over year.

•Free cash flow was $8.9 million for the full year, an improvement of $12.4 million year over year.

1 See “Key Operational Metrics” below for definitions.

KORE Group Holdings, Inc. Reports Fourth Quarter 2025 Earnings
“Our fourth‑quarter performance showcased disciplined execution, and our full‑year results reflected meaningful expansion in profitability and Free Cash Flow,” said Ron Totton, KORE’s President & CEO. “We also advanced our growth engine with continued expansion in Total Connections, underscoring durable demand for our IoT platform,” added Totton.

The tables below summarize the Company’s revenue and specific key operational metrics:

Three Months Ended December 31, 
($ in thousands) 
20252024
IoT Connectivity $57,248 78 %$56,476 77 %
IoT Solutions $16,613 22 %$16,848 23 %
Total Revenue 
$73,861 100 %$73,324 100 %
Period End Total Connections 20.9 milion19.7 milion
Average Connections Count for the Period 20.9 million19.6 million
Twelve Months Ended December 31,
($ in thousands) 
20252024
IoT Connectivity $223,993 78 %$226,853 79 %
IoT Solutions $61,952 22 %$59,234 21 %
Total Revenue 
$285,945 100 %$286,087 100 %
Period End Total Connections 20.9 milion19.7 milion
Average Connections Count for the Period 20.3 million18.7 million

Pending Transaction

As previously announced, on February 27, 2026, the Company entered into the Agreement and Plan of Merger, dated February 26, 2026, with KONA Parent, L.P. and KONA Merger Sub Co. (the “Merger Agreement”) whereby the Company would be acquired by affiliates of Searchlight Capital Partners, L.P. and Abry Partners, as well as certain other stockholders of the Company in an all-cash transaction with an enterprise value of approximately $726 million, including the assumption of debt. The proposed transaction will result in the Company becoming a private company and is expected to close in the second or third quarter of 2026, subject to customary closing conditions, including receipt of regulatory approvals and approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and approval by the holders of a majority of the votes cast by Disinterested Stockholders, as defined in the Merger Agreement.

In light of the transaction, the Company will not host an earnings conference call.

About KORE

KORE is a pioneer, leader, and trusted advisor delivering mission-critical IoT solutions and services. We empower organizations of all sizes to improve operational and business results by simplifying the complexity of IoT. Our deep IoT knowledge and experience, global reach, purpose-built solutions, and

KORE Group Holdings, Inc. Reports Fourth Quarter 2025 Earnings
deployment agility accelerate and materially impact our customers’ business outcomes. For more information, visit www.korewireless.com.

Non-GAAP Financial Measures

In addition to our results as determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

EBITDA and Adjusted EBITDA

“EBITDA” is defined as net income (loss) before other non-operating expenses or income, income tax expense or benefit, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for unusual and other significant items that management views as distorting the operating results from period to period. Such adjustments may include stock-based compensation, integration and acquisition-related charges, tangible and intangible asset impairment charges, certain contingent liability reversals, transformation, and foreign currency transaction gains and losses. EBITDA and Adjusted EBITDA are intended as supplemental measures of our performance that are neither required by nor presented in accordance with GAAP. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company's financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies may not calculate Adjusted EBITDA in the same fashion.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

Free Cash Flow

Free Cash Flow is a non-GAAP measure defined as net cash provided by (used in) operating activities, reduced by capital expenditures, net. We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases. Free Cash Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations because it does not represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should be considered along with other operating and financial performance measures presented in accordance with GAAP.



KORE Group Holdings, Inc. Reports Fourth Quarter 2025 Earnings
Key Operational Metrics

KORE reviews a number of operational metrics to measure our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions. The calculation of the key operational metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts, or investors.

Number of Customer Connections

Our “Total Number of Connections” or “Total Connections” with respect to any financial period constitutes the total of all our IoT Connectivity services connections for such period, which includes the contribution of eSIMs but excludes certain connections where mobile carriers license our subscription management platform from us. The “Average Connections Count” with respect to any financial period is the simple average of the total connections for such period.

These metrics are the principal measures used by management to assess the growth of the business on a periodic basis, on a SIM and/or device-based perspective. We believe that investors also use these metrics for similar purposes.


Cautionary Note on Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “guidance,” “project,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the completion of the acquisition of the Company pursuant to the Merger Agreement and expected timing for closing, the receipt of regulatory and stockholder approvals of the acquisition, expected financial and other risks, future operational performance and efficiency, expected revenue and Total Connections and Connectivity demand. These statements are based on various assumptions and on the current expectations of KORE’s management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of KORE. These forward-looking statements are subject to a number of risks and uncertainties, including those set forth in the Risk Factors section in our most-recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; risks that the acquisition transaction will not close in the timeframe expected, or at all; the risk that the expected benefits and effects of the acquisition transaction will not be achieved; the risk that the requisite number of KORE stockholders fail to approve the acquisition transaction; the risk that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition transaction; the risk that KORE’s business will suffer due to uncertainty related to the acquisition transaction risks related to the rollout of KORE’s business and the timing of expected business milestones; risks relating to the integration of KORE’s acquired companies changes in the assumptions underlying KORE’s expectations regarding its future business; our ability to negotiate and sign a definitive contract with a customer in our sales funnel; the effects of competition on KORE’s future business; and the outcome of judicial proceedings to which

KORE Group Holdings, Inc. Reports Fourth Quarter 2025 Earnings
KORE is, or may become a party. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that KORE presently does not know or that KORE currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect KORE’s expectations, plans or forecasts of future events and views as of the date of this press release. KORE anticipates that subsequent events and developments will cause these assessments to change. However, while KORE may elect to update these forward-looking statements at some point in the future, KORE specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing KORE's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

KORE Investor Contact:
Vik Vijayvergiya
Vice President, IR, Corporate Development and Strategy
vvijayvergiya@korewireless.com
(770) 280-0324


KORE Group Holdings, Inc. Reports Fourth Quarter 2025 Earnings
KORE GROUP HOLDINGS, INC.
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
(UNAUDITED)



Three Months Ended December 31,Twelve Months Ended December 31,
(in thousands)2025202420252024
Net loss$(18,483)$(25,448)$(62,976)$(146,076)
Income tax benefit415 (3,451)(1,579)(5,937)
Interest expense, net13,440 13,047 52,728 51,396 
Depreciation and amortization13,704 13,975 54,891 56,218 
EBITDA$9,076 $(1,877)$43,064 $(44,399)
Goodwill impairment loss— (3)— 65,861 
Change in fair value of warrant liability4,329 2,309 2,405 (4,040)
Integration-related restructuring costs4,111 4,897 19,806 19,159 
Stock-based compensation570 1,279 2,095 8,481 
Foreign currency (gain) loss (185)4,008 (4,997)5,207 
Loss on sale of assets— — 1,115 — 
Other (1)
(251)3,363 (146)2,869 
Adjusted EBITDA$17,650 $13,976 $63,342 $53,138 

(1) “Other” adjustments are comprised of adjustments for certain indirect or non-income based taxes.


KORE Group Holdings, Inc. Reports Fourth Quarter 2025 Earnings
KORE GROUP HOLDINGS, INC.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(UNAUDITED)



Three Months Ended December 31,Twelve Months Ended December 31,
(in thousands)2025202420252024
Net cash provided by operating activities$10,449 $2,057 $18,487 $9,123 
Capital expenditures, net(2,605)(495)(9,590)(12,672)
Free Cash Flow$7,844 $1,562 $8,897 $(3,549)







Source: View Original Filing on SEC EDGAR

FAQ

How did KORE (KORE) perform financially in the fourth quarter of 2025?

KORE’s Q4 2025 revenue was $73.9 million, roughly flat year over year. The company’s net loss improved to $18.5 million, a 27% reduction, while Adjusted EBITDA rose to $17.7 million, up 26%. Free Cash Flow strengthened to $7.8 million in the quarter.

What were KORE’s full year 2025 results for revenue and net loss?

For 2025, KORE generated revenue of $285.9 million with a net loss of $63.0 million. Revenue was essentially unchanged from the prior year, but the net loss improved substantially from $146.1 million, reflecting stronger operating performance and cost management.

How did KORE’s Adjusted EBITDA and Free Cash Flow trend in 2025?

Adjusted EBITDA grew to $63.3 million in 2025, up 19% year over year. Free Cash Flow improved to $8.9 million for the full year, a $12.4 million turnaround from a negative $3.5 million in 2024, signaling healthier cash generation.

What growth did KORE (KORE) see in IoT connections during 2025?

Total Connections reached 20.9 million at the end of 2025, up from 19.7 million. The average connections count for the year increased to 20.3 million from 18.7 million, indicating continued expansion of the company’s IoT connectivity base despite flat overall revenue.

What are the key terms of KORE’s pending $726 million acquisition?

KORE agreed to be acquired in an all-cash transaction with enterprise value around $726 million. Affiliates of Searchlight Capital Partners, Abry Partners, and certain stockholders will take the company private, subject to regulatory approvals and majority votes including Disinterested Stockholders.

Will KORE host an earnings call for its fourth quarter and 2025 results?

KORE will not host an earnings conference call for these results. The company cited its pending acquisition transaction under the Merger Agreement as the reason, focusing communication instead through the published financial press release and related materials.

Filing Exhibits & Attachments

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Press Releases

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