Searchlight funds extend KORE (NYSE: KORE) agreement and detail 13.7% stake

Rhea-AI Filing Summary

KORE Group Holdings, Inc. received an updated ownership filing from Searchlight-affiliated funds. The Schedule 13D/A shows beneficial ownership of 2,404,942 shares of common stock issuable upon exercise of two penny warrants with a $0.05 exercise price, after a 1-for-5 reverse stock split.

This stake represents 13.7% of KORE’s common stock, based on 17,539,937 shares outstanding as of November 10, 2025. The amendment also notes that on February 13, 2026, KORE and Searchlight IV KOR, L.P. extended the “Holiday Period” in their August 1, 2025 agreement to March 15, 2026.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

KORE Group Holdings, Inc.

(Name of Issuer)

Warrants to Purchase Common Stock, $0.0001 par value

(Title of Class of Securities)

000000000

(CUSIP Number)

Nadir Nurmohamed
Searchlight IV KOR, L.P., 745 5th Avenue - 27th Floor
New York, NY, 10151
(212) 293-3730

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 000000000

1

Name of reporting person

Searchlight IV KOR, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,404,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,404,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,404,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 7, Row 9 and Row 11 reflect the number of shares of common stock, par value $0.0001 per share ("Common Stock"), of KORE Group Holdings, Inc. (the "Issuer") issuable to Searchlight IV KOR, L.P. upon the exercise of the warrant to purchase up to 2,360,000 shares of Common Stock at an exercise price of $0.05 per share issued on November 9, 2023 (the "Warrant") and the warrant to purchase up to 44,942 shares of Common Stock at an exercise price of $0.05 per share issued on December 13, 2023 (the "Additional Warrant"), as further discussed in Items 1, 4 and 6 herein, giving effect to the Issuer's 1-for-5 reverse stock split that became effective on July 1, 2024 (the "Reverse Stock Split"). The percentage in Row 13 is calculated based on 17,539,937 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.

SCHEDULE 13D

CUSIP No. 000000000

1

Name of reporting person

Searchlight Capital Partners IV GP AGG, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,404,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,404,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,404,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 7, Row 9 and Row 11 reflect the number of shares of Common Stock issuable to Searchlight IV KOR, L.P. upon the exercise of Warrant and the Additional Warrant, which may be deemed to be beneficially owned by Searchlight Capital Partners IV GP AGG, LLC, as further discussed in Items 1, 4 and 6 herein, giving effect to the Reverse Stock Split. The percentage in Row 13 is calculated based on 17,539,937 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.

SCHEDULE 13D

CUSIP No. 000000000

1

Name of reporting person

Searchlight Capital Partners IV GP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,404,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,404,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,404,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 7, Row 9 and Row 11 reflect the number of shares of Common Stock issuable to Searchlight IV KOR, L.P. upon the exercise of Warrant and the Additional Warrant, which may be deemed to be beneficially owned by Searchlight Capital Partners IV GP, L.P., as further discussed in Items 1, 4 and 6 herein, giving effect to the Reverse Stock Split. The percentage in Row 13 is calculated based on 17,539,937 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.

SCHEDULE 13D

CUSIP No. 000000000

1

Name of reporting person

Searchlight Capital Partners IV GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,404,942.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,404,942.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,404,942.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 7, Row 9 and Row 11 reflect the number of shares of Common Stock issuable to Searchlight IV KOR, L.P. upon the exercise of Warrant and the Additional Warrant, which may be deemed to be beneficially owned by Searchlight Capital Partners IV GP, LLC, as further discussed in Items 1, 4 and 6 herein, giving effect to the Reverse Stock Split. The percentage in Row 13 is calculated based on 17,539,937 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Warrants to Purchase Common Stock, $0.0001 par value
(b)	Name of Issuer: KORE Group Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1155 Perimeter Center West, 11th Floor, Atlanta, GEORGIA , 30338.
Item 1 Comment: This Amendment No. 7 (this "Amendment No. 7") to Schedule 13D amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on November 20, 2023, as amended by Amendment No. 1, dated as of December 15, 2023, Amendment No. 2, dated as of December 19, 2024, Amendment No. 3, dated as of August 5, 2025, Amendment No. 4, dated as of November 4, 2025, Amendment No. 5, dated as of November 25, 2025 and Amendment No. 6, dated as of January 2, 2026 (as it may be amended from time to time, collectively, the "Schedule 13D"), relating to KORE Group Holdings, Inc. (the "Issuer"). Except as set forth herein, the Schedule 13D is unmodified. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On February 13, 2026, Issuer and Searchlight IV KOR, L.P. amended the August 1 Agreement to extend the "Holiday Period" (as defined therein) to March 15, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented to incorporate by reference the information set forth above in Item 4.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Act (filed previously). Exhibit 2 Investment Agreement, dated as of November 9, 2023, by and between the Issuer and Searchlight IV KOR (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on November 9, 2023). Exhibit 3 Amendment to Investment Agreement, dated as of December 13, 2023, by and between the Issuer and Searchlight IV KOR (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on December 13, 2023). Exhibit 4 Amended and Restated Common Stock Purchase Warrant (Penny Warrant), dated as of December 13, 2023, issued by the Issuer to Searchlight IV KOR (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed on December 13, 2023). Exhibit 5 Common Stock Purchase Warrant (Penny Warrant), dated as of December 13, 2023, issued by the Issuer to Searchlight IV KOR (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed on December 13, 2023). Exhibit 6 Amended and Restated Investor Rights Agreement, dated as of November 15, 2023, by and among the Issuer, Searchlight IV KOR and certain stockholders of the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on November 16, 2023). Exhibit 7 Certificate of Designations of Series A-1 Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on November 16, 2023). Exhibit 8 Certificate of Designations of Series A-2 Preferred Stock (incorporated by reference to Exhibit 3.2 to the Issuer's Current Report on Form 8-K filed on November 16, 2023). Exhibit 9 Agreement by and between the Issuer and Searchlight IV KOR, L.P., dated as of August 1, 2025 (incorporated by reference to Exhibit 9 to Amendment No. 3 to Schedule 13D of Searchlight IV KOR, L.P. filed on August 5, 2025). Exhibit 10 Letter to Special Committee, dated as of November 3, 2025, from Searchlight and Abry (incorporated by reference to Exhibit 10 to Amendment No. 4 to Schedule 13D of Searchlight IV KOR, L.P. filed on November 4, 2025). Exhibit 11 Amendment to August 1 Agreement by and between the Issuer and Searchlight IV KOR, L.P., dated as of November 25, 2025. Exhibit 12 Amendment No. 2 to August 1 Agreement by and between the Issuer and Searchlight IV KOR, L.P., dated as of January 2, 2026. Exhibit 13 Amendment No. 3 to August 1 Agreement by and between the Issuer and Searchlight IV KOR, L.P., dated as of February 13, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Searchlight IV KOR, L.P.

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	02/13/2026

Signature:	/s/ Searchlight Capital Partners IV GP AGG, LLC
Name/Title:	General Partner
Date:	02/13/2026

Searchlight Capital Partners IV GP AGG, LLC

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	02/13/2026

Searchlight Capital Partners IV GP, L.P.

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	02/13/2026

Signature:	/s/ Searchlight Capital Partners IV GP, LLC
Name/Title:	General Partner
Date:	02/13/2026

Searchlight Capital Partners IV GP, LLC

Signature:	/s/ Andrew Frey
Name/Title:	Andrew Frey, Authorized Person
Date:	02/13/2026

FAQ

What ownership stake in KORE (KORE) do the Searchlight entities report?

The Searchlight entities report beneficial ownership of 2,404,942 KORE common shares. These shares are issuable upon warrant exercise and represent 13.7% of KORE’s common stock, based on 17,539,937 shares outstanding as of November 10, 2025.

How are the 2,404,942 KORE shares held by Searchlight structured?

The 2,404,942 KORE shares are issuable from two penny warrants. One warrant covers up to 2,360,000 common shares and an additional warrant covers up to 44,942 shares, each with a $0.05 per share exercise price, reflecting KORE’s 1-for-5 reverse stock split.

What change did the February 13, 2026 amendment disclose for KORE (KORE)?

The amendment discloses that on February 13, 2026, KORE and Searchlight IV KOR, L.P. extended the “Holiday Period” in their August 1, 2025 agreement to March 15, 2026, updating the prior contractual timeline between the parties.

Which Searchlight entities are listed as reporting persons for KORE (KORE)?

Reporting persons include Searchlight IV KOR, L.P., Searchlight Capital Partners IV GP AGG, LLC, Searchlight Capital Partners IV GP, L.P., and Searchlight Capital Partners IV GP, LLC. Each reports beneficial ownership of the same 2,404,942 KORE shares issuable upon warrant exercise.

How was the 13.7% KORE ownership percentage calculated in this filing?

The 13.7% figure is based on 2,404,942 KORE common shares deemed beneficially owned divided by 17,539,937 shares of common stock outstanding as of November 10, 2025, as reported in KORE’s Quarterly Report on Form 10-Q filed November 12, 2025.

What key agreements related to KORE (KORE) and Searchlight are referenced?

Referenced agreements include the November 9, 2023 Investment Agreement, December 13, 2023 amendments and warrants, an amended Investor Rights Agreement, Series A-1 and A-2 preferred stock designations, and the August 1, 2025 agreement and its subsequent amendments through February 13, 2026.