KORE (NYSE: KORE) posts Q1 2026 loss with $726M take-private deal pending
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
KORE Group Holdings reported first quarter 2026 results and highlighted its previously announced all-cash acquisition, valuing the company at approximately $726 million including debt. Revenue was $65.8 million, down $6.3 million from a year earlier as IoT Solutions declined, partly offset by growth in IoT Connectivity.
Total Connections reached 21.9 million, up 11% year over year, underscoring expansion in core IoT Connectivity. The company recorded a net loss of $28.5 million, an increase of $13.5 million primarily from transaction-related expenses and changes in warrant liability, while Adjusted EBITDA rose to $15.4 million.
KORE generated $4.7 million of cash from operations and Free Cash Flow of $2.7 million, both improving versus the prior year. Under the pending Merger Agreement, KORE expects to become a private company once customary regulatory and stockholder approvals are obtained.
Positive
- None.
Negative
- Net loss nearly doubles year over year: Net loss increased to $28.5 million in Q1 2026, up $13.5 million or 91% from the prior-year period, driven by transaction-related expenses and changes in the fair value of warrant liabilities.
Insights
Revenue declined and losses widened, but cash generation and a take-private deal frame the quarter.
KORE reported Q1 2026 revenue of $65.8M, down $6.3M year over year as IoT Solutions shrank, while IoT Connectivity revenue increased. Net loss deepened to $28.5M, largely tied to transaction costs and the change in fair value of warrant liabilities.
Operationally, Total Connections rose 11% to 21.9 million, supporting the connectivity-focused strategy. Adjusted EBITDA improved modestly to $15.4M, and Free Cash Flow strengthened to $2.7M. In parallel, an all-cash acquisition with an enterprise value of about $726M is pending, subject to regulatory and stockholder approvals.
The take-private transaction, if completed in Q2 or Q3 2026, would end KORE’s public listing and shift attention from near-term quarterly volatility to deal completion. Future company communications are expected to focus on satisfying closing conditions and securing required Disinterested Stockholder approval.
8-K Event Classification
2 items: 2.02, 9.01
2 items
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.
Key Figures
Revenue: $65.8 million
Net loss: $28.5 million
Adjusted EBITDA: $15.4 million
+5 more
8 metrics
Revenue
$65.8 million
Three months ended March 31, 2026
Net loss
$28.5 million
Three months ended March 31, 2026
Adjusted EBITDA
$15.4 million
Three months ended March 31, 2026
Free Cash Flow
$2.7 million
Three months ended March 31, 2026
Total Connections
21.9 million
Period end, March 31, 2026
IoT Connectivity revenue
$56.2 million
Three months ended March 31, 2026; 85% of revenue
IoT Solutions revenue
$9.6 million
Three months ended March 31, 2026; 15% of revenue
Enterprise value of pending acquisition
$726 million
All-cash transaction including assumption of debt
Key Terms
Adjusted EBITDA, Free Cash Flow, Total Connections, Merger Agreement, +2 more
6 terms
Adjusted EBITDA financial
"“Adjusted EBITDA” is defined as EBITDA adjusted for unusual and other significant items..."
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 is a non-GAAP measure defined as net cash provided by (used in) operating activities..."
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 Number of Connections” or “Total Connections” with respect to any financial period constitutes the total of all our IoT Connectivity services connections..."
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. (the “Merger Agreement”)..."
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.
Offering Details
earnings_snapshot
Offering
Offering Type
earnings_snapshot
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): May 11, 2026
_____________________
(Exact name of registrant as specified in its charter)
_____________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
_____________________
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:
| Written communications pursuant to Rule 425 under the Securities Act | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |||||
| Pre-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 | ||||||||||||
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 May 11, 2026, KORE Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter and three months ended March 31, 2026. 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 the 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 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 May 11, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |||||||
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: May 11, 2026 | By: | /s/ Jack W. Kennedy Jr. | ||||||
| Name: | Jack W. Kennedy Jr. | |||||||
| Title: | Executive Vice President, Chief Legal Officer, and Secretary | |||||||
Exhibit 99.1
KORE Reports First Quarter 2026 Results
Company Increases Connections and Grows Free Cash Flow in First Quarter 2026
ATLANTA – May 11, 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 ended March 31, 2026.
First Quarter 2026 Financial Highlights
•Revenue was $65.8 million, down $6.3 million due to a decline in IoT Solutions partially offset by $2.3 million increase in IoT Connectivity.
•Total Connections1 was 21.9 million, up 11% from the same period last year.
•Net Loss was $28.5 million, an increase of $13.5 million or 91% from the same period last year due to transaction-related expenses and the change in fair value of warrant liability.
•Adjusted EBITDA increased to $15.4 million, up $1.0 million or 7% from the same period last year.
•Cash provided by operations was $4.7 million, up $1.9 million from the same period last year.
•Free Cash Flow increased to $2.7 million, up $2.1 million from the same period last year.
"The first quarter of 2026 demonstrates the momentum in our core IoT Connectivity business, which continues to be the engine of our growth. Adding over two million connections year-over-year while increasing our IoT Connectivity revenue is a testament to the essential role we play for our customers,” said Ron Totton, KORE’s President & CEO. “This focus on our core services allowed us to once again deliver positive free cash flow for our stockholders," added Totton.
1 See “Key Operational Metrics” below for definitions.
KORE Group Holdings, Inc. Reports First Quarter 2026 Earnings
The tables below summarize the Company’s revenue and specific key operational metrics:
| Three Months Ended March 31, | |||||||||||||||||||||||
($ in thousands) | 2026 | 2025 | |||||||||||||||||||||
| IoT Connectivity | $ | 56,212 | 85% | $ | 53,917 | 75% | |||||||||||||||||
| IoT Solutions | $ | 9,607 | 15% | $ | 18,225 | 25% | |||||||||||||||||
| Total Revenue | $ | 65,819 | 100% | $ | 72,142 | 100% | |||||||||||||||||
| Period End Total Connections | 21.9 million | 19.8 million | |||||||||||||||||||||
| Average Connections Count for the Period | 21.3 million | 19.7 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 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
KORE Group Holdings, Inc. Reports First Quarter 2026 Earnings
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.
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.
KORE Group Holdings, Inc. Reports First Quarter 2026 Earnings
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 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
vvijayvergiya@korewireless.com
(770) 280-0324
KORE Group Holdings, Inc. Reports First Quarter 2026 Earnings
KORE GROUP HOLDINGS, INC.
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
(UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Net loss | $ | (28,456) | $ | (14,908) | |||||||
| Income tax expense | 74 | 1,109 | |||||||||
| Interest expense, net | 13,170 | 12,833 | |||||||||
| Depreciation and amortization | 13,151 | 13,911 | |||||||||
| EBITDA | $ | (2,061) | $ | 12,945 | |||||||
| Change in fair value of warrant liability | 11,544 | (1,804) | |||||||||
| Integration-related restructuring costs | 4,681 | 4,144 | |||||||||
| Stock-based compensation (benefit) expense | (106) | 589 | |||||||||
| Foreign currency (gain) loss | 1,253 | (1,482) | |||||||||
Other (1) | 110 | 63 | |||||||||
| Adjusted EBITDA | $ | 15,421 | $ | 14,455 | |||||||
(1) “Other” adjustments are comprised of adjustments for certain indirect or non-income based taxes.
KORE Group Holdings, Inc. Reports First Quarter 2026 Earnings
KORE GROUP HOLDINGS, INC.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 4,711 | $ | 2,845 | |||||||
| Capital expenditures, net | (1,968) | (2,248) | |||||||||
| Free Cash Flow | $ | 2,743 | $ | 597 | |||||||
FAQ
How did KORE (KORE) perform financially in Q1 2026?
KORE generated revenue of $65.8 million in Q1 2026, down $6.3 million year over year. Net loss widened to $28.5 million, while Adjusted EBITDA improved to $15.4 million and Free Cash Flow increased to $2.7 million, reflecting stronger cash generation.
What drove KORE’s revenue mix in the first quarter of 2026?
In Q1 2026, KORE’s IoT Connectivity segment produced $56.2 million, or 85% of total revenue, up from $53.9 million a year earlier. IoT Solutions revenue fell to $9.6 million, representing 15% of total revenue, down from $18.2 million in the prior-year quarter.
How many IoT connections did KORE report for Q1 2026?
KORE reported Period End Total Connections of 21.9 million for Q1 2026, up from 19.8 million a year earlier. The Average Connections Count during the quarter was 21.3 million, compared with 19.7 million in the prior-year period, illustrating ongoing connectivity growth.
What is happening with KORE’s pending acquisition transaction?
KORE agreed to be acquired under a Merger Agreement with KONA Parent, L.P. and KONA Merger Sub Co. in an all-cash transaction with an enterprise value of about $726 million. Closing is expected in the second or third quarter of 2026, subject to regulatory and stockholder approvals.
How did KORE’s cash flow metrics change in Q1 2026?
Net cash provided by operating activities was $4.7 million in Q1 2026, up from $2.8 million a year earlier. After $2.0 million of capital expenditures, Free Cash Flow rose to $2.7 million, compared with $0.6 million in the prior-year quarter, signaling improved liquidity.
How does KORE define Adjusted EBITDA and Free Cash Flow?
KORE defines EBITDA as net income or loss before income taxes, interest, and depreciation and amortization. Adjusted EBITDA further excludes items like stock-based compensation, integration costs, warrant fair value changes, and foreign currency impacts. Free Cash Flow equals net cash from operating activities minus capital expenditures, net.