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

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Retention plan of $3.2 million supports stability during a strategic review.

KORE Group Holdings instituted retention awards for key employees, including named executive officers, while a Special Committee evaluates a potential strategic transaction or alternatives. The aggregate value is $3.2 million, aligning incentives to maintain leadership continuity.

The awards require continued employment through an 18-month period, with payment within 60 days after that period. For terminations without Cause—or, for executive officers and one other key employee, resignations for Good Reason—payment is accelerated within 60 days. Actual costs depend on tenure and any qualifying separations.

There is no disclosed change to strategy or operations beyond the Special Committee review. Subsequent filings may detail any transaction outcomes or additional compensation arrangements.

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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): October 30, 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employee Retention Awards

On October 30, 2025, the Special Committee (the “Special Committee”) of the Board of Directors (the “Board”) of KORE Group Holdings, Inc. (the “Company”) approved retention awards (each, a “Retention Award”) for key employees of the Company including its named executive officers (each, a “Participant”) to retain such employees in light of the Board’s formation of the Special Committee to consider and evaluate a potential strategic transaction involving the Company or an alternative thereto. The aggregate value of the Retention Awards granted under the retention program for Participants is approximately $3.2 million.

The Participant’s eligibility to receive a Retention Award is subject to continued employment with the Company or one of its subsidiaries through the 18-month anniversary of the date of the retention awards (the “Retention Period”). If a Participant’s employment ends prior to the end of the Retention Period, the Participant will forfeit the right to receive the Retention Award; provided, however, that if a Participant’s employment is terminated without Cause (as defined in the Participant’s award letter) or, for Participants who are executive officers of the Company and one other key employee, such Participant resigns for Good Reason (as defined in the Participant’s award letter), the Retention Award will become due and payable no later than 60 days after such termination without Cause or resignation for Good Reason (as applicable). Otherwise, the Retention Award will become due and payable no later than 60 days after the end of the Retention Period.

The summary of the Retention Award for executive officers of the Company is qualified in its entirety by reference to the form of retention award agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Form of Retention Award Agreement

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 14, 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 in this 8-K?

KORE approved retention awards for key employees, including named executive officers, while a Special Committee evaluates a potential strategic transaction.

What is the total value of KORE’s retention awards?

The aggregate value of the retention awards is approximately $3.2 million.

Who is eligible for the KORE retention awards?

Key employees of the company, including its named executive officers, are eligible.

What is the retention period for KORE’s awards?

Awards require continued employment through an 18-month retention period.

When are the retention awards paid?

Awards are payable within 60 days after the 18-month period, or within 60 days following a qualifying termination event.

What events accelerate payment of the awards?

If employment ends without Cause—or, for executive officers and one other key employee, upon resignation for Good Reason—the award becomes payable within 60 days.

Why did KORE implement retention awards now?

The Board formed a Special Committee to consider a potential strategic transaction or alternatives, prompting retention measures to support continuity.