[Form 4] KORE Group Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ronald Totton, President & CEO and Director of KORE Group Holdings (KORE), reported equity transactions on 08/14/2025. On that date 16,667 restricted stock units (RSUs) vested and were converted into common stock at no cash price. To satisfy tax withholding, 5,016 shares were surrendered at $2.43 per share. After these transactions Mr. Totton beneficially owned 46,601 shares of common stock and held 183,333 RSUs remaining. The filing discloses the remaining RSU vesting schedule: 54,167 on the second anniversary of the August 14, 2024 grant date, 54,166 on the third anniversary, and 75,000 on the fourth anniversary, subject to continued service.

Positive

• 16,667 RSUs vested demonstrating the compensation plan is functioning as intended and providing executive alignment with shareholders
• 183,333 RSUs remain on a multi-year vesting schedule, indicating continued retention incentives

Negative

• 5,016 shares surrendered for tax withholding reduced the reporting persons immediate common stock holding
• No cash proceeds disclosed from these transactions (transactions were vesting and withholding rather than open-market sales)

Insights

Financial Analyst

TL;DR Routine executive equity vesting and tax withholding; modest immediate dilution and substantial remaining RSUs align incentives.

The Form 4 shows standard compensation mechanics: 16,667 RSUs vested and converted to shares while 5,016 shares were surrendered to cover tax obligations at $2.43 each. The net shareholding after the transactions is 46,601 shares with 183,333 RSUs remaining on a multi-year vesting schedule. This is a typical retention/compensation event rather than a liquidity-driven sale and therefore carries limited near-term market impact.

Corporate Governance Expert

TL;DR Vesting schedule and continued service condition indicate retention-focused plan; disclosure is complete and timely.

The disclosure identifies the reporting persons roles and provides clear vesting dates and amounts for remaining RSUs. The surrender of shares for tax withholding is explicitly disclosed with price per share. From a governance perspective, the filing demonstrates alignment of executive compensation with multi-year service and provides investors with transparent reporting of insider stock changes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Totton Ronald

(Last) (First) (Middle)

1155 PERIMETER CENTER WEST, 11TH FLOOR

(Street)

ATLANTA GA 30338

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KORE Group Holdings, Inc. [ KORE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/14/2025		M		16,667	A	$0(1)	51,617	D
Common Stock	08/14/2025		S		5,016	D	$2.43(2)	46,601	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(3)	(4)	08/14/2025		M			16,667	(3)(4)	(3)	Common Stock	16,667	$0	183,333(5)	D

Explanation of Responses:

1. Shares issued upon vesting of restricted stock units ("RSUs") on August 14, 2025.

2. Surrender of common stock upon vesting of RSUs to satisfy tax withholding obligations.

3. Each RSU represents a right to receive one share of the issuer's common stock.

4. 16,667 RSUs vested on August 14, 2025.

5. The remaining reported RSUs will vest as follows: 54,167 RSUs shall vest on the second anniversary of August 14, 2024 (the "Grant Date"), 54,166 RSUs shall vest on the third anniversary of the Grant Date, and 75,000 RSUs shall vest on the fourth anniversary of the Grant Date, subject to the reporting person's continuous employment or service to the issuer through the applicable vesting date.

Remarks:

	Jack W. Kennedy Jr., Attorney-in-Fact for Ronald Totton	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many RSUs vested for Ronald Totton on 08/14/2025?

On 08/14/2025 16,667 RSUs vested and were converted into common stock.

How many shares were surrendered to cover tax withholding and at what price?

5,016 shares were surrendered to satisfy tax withholding obligations at $2.43 per share.

What is Ronald Totton's common stock ownership after the reported transactions?

Following the transactions the reporting person beneficially owned 46,601 shares of common stock.

How many RSUs remain and what is the vesting schedule?

There are 183,333 RSUs remaining. Vesting: 54,167 RSUs on the second anniversary of 08/14/2024, 54,166 RSUs on the third anniversary, and 75,000 RSUs on the fourth anniversary, subject to continued service.

What roles does Ronald Totton hold at KORE?

The filing lists Ronald Totton as a Director and as President & CEO of KORE Group Holdings.