Tucows unit to transfer lease with ~$323M obligations
Ting says customer service will continue through a transition to be completed no later than June 30, 2027.
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Form Type
8-K
Rhea-AI Filing Summary
Tucows Inc. (TCX) said its indirect wholly owned subsidiary Ting Fiber, LLC entered into an agreement to transfer its tenant rights and obligations under a dark fiber network lease with Colorado Springs Utilities to Google Fiber Colorado, LLC. The transfer is expected to close on March 31, 2027, subject to customary closing conditions, including no uncured material breach of Ting’s transition obligations and no order prohibiting closing.
Ting’s aggregate payment obligations under the lease were estimated at approximately $322.8 million for the remaining term. Tucows’ Parent Guaranty is expected to terminate after closing and satisfaction of certain post-closing obligations to Colorado Springs Utilities, expected by the end of April 2027. Ting says it will continue serving Colorado Springs customers through the transition, which is to be completed no later than June 30, 2027; customers do not need to act now and will receive direct notice before service changes.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Estimated aggregate lease payment obligations: Approximately $322.8 million
Expected Closing Date: March 31, 2027
Expected Parent Guaranty termination: By the end of April 2027
+1 more
4 metrics
Estimated aggregate lease payment obligations
Approximately $322.8 million
For the remaining term of the Lease; previously disclosed for the quarter ended June 30, 2026
Expected Closing Date
March 31, 2027
Transfer is subject to customary closing conditions
Expected Parent Guaranty termination
By the end of April 2027
After closing and satisfaction of certain post-closing obligations to Colorado Springs Utilities
Customer transition completion
No later than June 30, 2027
Ting’s Colorado Springs customer transition
Key Terms
dark fiber, colocation space, Parent Guaranty, Novation Agreement
4 terms
dark fiber technical
"leases dark fiber and colocation space on CSU’s municipal fiber network"
Dark fiber is unused or unlit optical fiber cable installed in the ground or buildings that can carry data but currently has no active equipment powering it. Investors care because it’s a physical, long-lived infrastructure asset that can be leased or activated to quickly expand network capacity without laying new cable, offering steady, contract-based revenue potential but also requiring upfront capital and facing technology and demand risks.
colocation space technical
"leases dark fiber and colocation space on CSU’s municipal fiber network"
Parent Guaranty financial
"guaranteeing the payment and performance of Ting’s obligations under the Lease"
A parent guaranty is a written contractual promise by a parent company to pay or perform obligations if its subsidiary fails to do so. It creates explicit legal liability for the parent for specified debts or performance obligations (for example loans, leases, or contractual duties) and can be unconditional or subject to conditions and limits set in the guaranty document; its enforceability and priority in insolvency depend on the guaranty’s wording and applicable law.
Novation Agreement financial
"Assignment, Assumption, Novation and Transition Agreement (the Novation Agreement)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is Tucows (TCX) transferring from Ting Fiber?
Ting Fiber is transferring its tenant rights and obligations under a dark fiber network lease with Colorado Springs Utilities to Google Fiber Colorado, LLC. The lease covers dark fiber and colocation space on Colorado Springs Utilities’ municipal fiber network, where Ting serves as an anchor internet service provider.
When is the Tucows (TCX) lease transfer expected to close?
The transfer is expected to close on March 31, 2027, subject to customary closing conditions. Those include the absence of an uncured material breach by Ting of its transition obligations, accurate representations and warranties, and the absence of a pending order prohibiting closing.
Will Ting customers in Colorado Springs need to take action?
Ting says customers do not need to take any action now. It will continue providing the same service and support through the transition, which will be completed no later than June 30, 2027; customers will receive direct notice in advance of service changes.
When is Tucows’ Parent Guaranty expected to terminate?
The Parent Guaranty is expected to terminate after the transfer closes and Ting satisfies certain post-closing obligations to Colorado Springs Utilities. Those obligations are expected to be satisfied by the end of April 2027.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 21, 2026
(Exact Name of Registrant Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (416 ) 535-0123
Not Applicable
___________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing 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 (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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 ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Item 1.01 Entry into a Material Definitive Agreement.
On October 21, 2026, Ting Fiber, LLC (“Ting”), an indirect wholly owned subsidiary of Tucows Inc. (the “Company”), entered into an Assignment, Assumption, Novation and Transition Agreement (the “Novation Agreement”) that will transfer to Google Fiber Colorado, LLC (“gFiber”) Ting’s rights and obligations as tenant under its Dark Fiber Network Lease Agreement with Colorado Springs Utilities (“CSU”), dated as of December 17, 2021, as amended (the “Lease”).
Under the Novation Agreement, on March 31, 2027 (the “Closing Date”), Ting will assign the Lease to gFiber and gFiber will be substituted for Ting as tenant. The closing is subject to customary conditions, including the absence of an uncured material breach by Ting of transition obligations to each of CSU and gFiber, the absence of a material adverse change in the physical or operational condition of CSU’s network, the accuracy of the parties’ representations and warranties as of the Closing Date, and the absence of a pending order prohibiting the closing.
Under the Lease, Ting leases dark fiber and colocation space on CSU’s municipal fiber network in Colorado Springs, Colorado and serves as an anchor internet service provider on that network. In connection with the Lease, the Company executed and delivered to CSU a Parent Guaranty dated as of December 17, 2021 (the “Parent Guaranty”), guaranteeing the payment and performance of Ting’s obligations under the Lease. As previously disclosed in the Company’s Form 10-Q for the quarter ended June 30, 2026, Ting’s aggregate payment obligations under the Lease were estimated at approximately $322.8 million for the remaining term of the Lease. Following the Closing Date and satisfaction of certain post-closing obligations to CSU which are expected to occur by the end of April 2027, the Parent Guaranty will be terminated.
The foregoing description of the Novation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Novation Agreement, a copy of which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
Item 7.01 Regulation FD Disclosure.
On October 21, 2026, the Company issued a press release announcing the transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01, Regulation FD Disclosure, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press Release of Tucows Inc., dated October 22, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K and in any exhibits furnished or filed herewith that relate to the Company’s future plans, objectives, expectations, performance, events and the like may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts and can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “likely,” “could,” “should,” “project,” “plan,” “goal,” “potential,” “pro forma,” “seek,” “estimate,” “intend” or “anticipate” or the negative thereof, and may include statements regarding the expected timing and completion of the transactions described above, the satisfaction of the conditions to closing, the termination and release of the Parent Guaranty and of Ting’s obligations under the Lease, the migration of Ting’s Colorado
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Springs customers, and the anticipated effects of the transactions on the Company. These statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the failure of any condition to closing to be satisfied or waived; delay in, or failure to complete, the customer migration within the contemplated periods; the Company’s continuing obligations under the Lease and the Parent Guaranty until the applicable releases become effective; disputes with, or the failure to perform by, CSU or gFiber; the costs and charges associated with the transactions; and the other risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent filings with the Securities and Exchange Commission and on SEDAR+. Forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update them except as required by law.
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SIGNATURES
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.
| TUCOWS INC. | ||||||||
| By: | /s/ Ivan Ivanov | |||||||
| Ivan Ivanov | ||||||||
| Chief Financial Officer | ||||||||
Dated: October 22, 2026
Tucows Announces Agreement for Ting Fiber to Exit Colorado Springs
TORONTO, October 22, 2026 — Tucows Inc. (NASDAQ: TCX, TSX: TC) today announced that its indirect wholly owned subsidiary, Ting Fiber, LLC (“Ting”), has entered into agreements to transfer its dark fiber network lease in Colorado Springs.
The transfer is expected to close on March 31, 2027, subject to customary closing conditions. Tucows’ related parent guaranty is expected to terminate by the end of April 2027, following closing and satisfaction of certain post-closing obligations.
Ting will continue to serve its Colorado Springs customers through the transition, which will be completed no later than June 30, 2027. Customers do not need to take any action at this time and will receive direct notice in advance of any changes to their service.
“Our priority throughout this process is our Colorado Springs customers and Ting will continue to provide the same service and support through the transition,” said Dave Woroch, President and CEO of Tucows. “The move also aligns with Tucows’ ongoing strategic process for Ting.”
Additional information is available in Tucows’ Current Report on Form 8-K filed on October 21, 2026, available at www.sec.gov and on SEDAR+.
About Tucows
Tucows helps connect more people to the benefit of internet access through domain services, communications service technology, and fiber-optic infrastructure. Tucows Domains (https://tucowsdomains.com) manages over 21 million domain names and millions of value-added services through a global reseller network of 32,000 web hosts and ISPs. Hover (https://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. Wavelo (https://wavelo.com) is a telecommunications software suite for service providers that simplifies the management of mobile and internet network access; provisioning, billing and subscription; developer tools; and more. Ting (https://ting.com) delivers fixed fiber Internet access with outstanding customer support. More information can be found on Tucows’ corporate website (https://tucows.com).
Tucows, Hover, Wavelo, and Ting are registered trademarks of Tucows Inc. or its subsidiaries.
This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding our expectations regarding our future financial results. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Information about other potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All
forward-looking statements are based on information available to Tucows as of the date they are made. Tucows assumes no obligation to update any forward-looking statements, except as may be required by law.
Contact:
Monica Webb
Vice President, Investor Relations
647.898.9924
mwebb@tucows.com