TUCOWS INC /PA/

As of June 30, 2026, Ting had not paid the preferred return due to Generate for five consecutive quarters amounting to $25.1 million in the aggregate. Ting received a notice from Generate on December 1, 2025 stating that Ting is in a Return Breach and a Trigger Event under the LLC Agreement, and Generate has the right to pursue certain remedies as described in "Note 19. Redeemable Preferred Units" of the Notes to the Condensed Consolidated Financial Statements included in Part I, of this Quarterly Report.

On July 27, 2026, the Company, Ting and certain of its affiliated entities, the “Ting Entities,” entered into a series of related, definitive agreements (collectively, the "Generate Exit Transaction") with Generate TF Holdings, LLC (“Generate”) and certain of its affiliated entities the (“Generate Entities”). See “ Notes to Condensed Consolidated Financial Statements (unaudited) - Note 22. Subsequent Events.” The Generate Exit Transaction resolved the conditions disclosed with respect to Ting, including the accrued and unpaid preferred return and the Return Breach and corresponding Trigger Event asserted by Generate and described in the Company's Current Report on Form 8-K filed on December 5, 2025 and the items discussed above in “Note 19. Redeemable Preferred Units.” As a result of the Generate Exit Transaction, Generate ceased to be a preferred member of Ting, waived and released all rights, powers and preferences associated with the Series A Preferred Units (including all redemption, mandatory-redemption, conversion and call rights), and withdrew all outstanding notices, including the notice asserting a Return Breach and Trigger Event. The parties also exchanged mutual releases.