Special Committee to review Searchlight–Abry $5.00/share offer

Rhea-AI Filing Summary

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.

Insights

M&A analyst

Non-binding $5.00/share buyout approach; Special Committee review underway.

KORE disclosed a non‑binding indication from Searchlight and Abry to acquire all common shares they do not own for $5.00 per share in cash. A Special Committee, with Rothschild & Co as financial advisor and Richards, Layton & Finger as counsel, is tasked to assess and negotiate.

Because the proposal is non‑binding, price, terms, and certainty remain subject to negotiation and approvals. There is no assurance a deal will result. Cash would be paid to shareholders at closing under a definitive agreement, if one is reached.

The company does not expect further comment absent an approved transaction or review conclusion. Subsequent filings may provide definitive terms or indicate if the parties enter into an agreement following the November 3, 2025 approach.

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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): November 3, 2025

_____________________

KORE Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

_____________________

Delaware			001-40856			86-3078783
(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)

_____________________

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:

o			Written communications pursuant to Rule 425 under the Securities Act
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o			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

Common stock, $0.0001 par value per share

KORE

New 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 x

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 8.01.    Other Events.

On November 3, 2025, a Special Committee (the “Committee”) of the Board of Directors (the “Board”) of KORE Group Holdings, Inc. (the “Company”) received a non-binding letter (the “Letter”) from Searchlight Capital Partners, L.P., on behalf of its affiliated investment funds (collectively, “Searchlight”), and Abry Partners, LLC, on behalf of its affiliated investment funds (collectively, “Abry”), to enter into discussions to acquire all of the outstanding shares of common stock (the “Common Stock”) of the Company not already owned by Searchlight or Abry for cash consideration of $5.00 per share.

The Board previously formed the Special Committee to, among other things, review, evaluate and negotiate any potential strategic transaction and any alternative thereto, including any proposal from Searchlight and/or Abry. Rothschild & Co is acting as financial advisor to the Special Committee and Richards, Layton & Finger, P.A. is acting as its legal counsel. The Company gives no assurances that the Special Committee’s receipt and assessment of the Letter will result in any transaction. The Company does not expect to make further public comment regarding these matters unless and until a specific transaction or alternative has been approved or the Company otherwise concludes its reviews.

On November 4, 2025, the Company issued a press release announcing these items, which is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release of KORE Group Holdings, Inc. dated November 4, 2025

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: November 4, 2025			By:			/s/ Jack W. Kennedy Jr.
			Name:			Jack W. Kennedy Jr.
			Title:			Executive Vice President, Chief Legal Officer, and Secretary

FAQ

What did KORE (KORE) announce?

KORE said its Special Committee received a non‑binding letter from Searchlight and Abry proposing to acquire all outstanding common shares they do not own for $5.00 per share in cash.

Who made the proposal to KORE and at what price?

Affiliates of Searchlight Capital Partners and Abry Partners proposed $5.00 per share in cash.

Is the KORE buyout proposal binding?

No. The letter is non‑binding, and there is no assurance it will lead to a transaction.

How will KORE evaluate the proposal?

A Board‑appointed Special Committee, advised by Rothschild & Co and Richards, Layton & Finger, will review, evaluate, and negotiate potential options.

Will KORE comment further on the process?

KORE does not expect further public comment unless a specific transaction or alternative is approved or its review concludes.

When was the proposal received and how was it disclosed?

The proposal was received on November 3, 2025 and announced via an 8‑K with an accompanying press release as Exhibit 99.1.