TUCOWS INC /PA/

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

1. Organization of the Company

Tucows Inc. (referred to throughout this report as the “Company”, “Tucows”, “we”, “us” or through similar expressions) is a corporate parent, allocating capital and providing efficient shared services to its three businesses Ting, Wavelo and Tucows Domains Services. Ting provides retail consumers and small businesses with high-speed fixed Internet access in a number of towns and cities across the United States. Wavelo offers platform services which provide solutions to support Communication Service Providers ("CSPs") including subscription and billing management, network orchestration and provisioning, individual developer tools, and other professional services. Tucows Domains Services is a global distributor of Internet services, including domain name registration, digital certificates, and email. It provides these services primarily through a global Internet-based distribution network of Internet Service Providers, web hosting companies and other providers of Internet services to end-users.

2. Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements reflect all adjustments, including normal recurring adjustments, that are, in the opinion of management, necessary for a fair statement of the financial position of Tucows and its subsidiaries as of September 30, 2026 and the results of operations and cash flows for the interim periods ended September 30, 2026 and 2025. The results of operations presented in this Quarterly Report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for future periods.

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared by Tucows in conformity with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and U.S. Generally Accepted Accounting Principles (“GAAP”). Certain information and footnote disclosures normally included in the Company's annual audited consolidated financial statements and accompanying notes have been condensed or omitted. These interim Condensed Consolidated Financial Statements and accompanying notes follow the same accounting policies and methods of application used in the annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included in Tucows' 2025 Annual Report on Form 10-K filed with the SEC on March 12, 2026 (the “2025 Annual Report”). There have been no material changes to our significant accounting policies and estimates during the three and nine months ended September 30, 2026 as compared to the significant accounting policies and estimates described in our 2025 Annual Report.

Subsidiary financial condition

Beginning in the fourth quarter of 2025, the Company initiated and continues to conduct a review of strategic alternatives for the Company's subsidiary, Ting Fiber, LLC ("Ting"). In the first and second quarter 2026 financial statements, the Company disclosed that substantial doubt existed about Ting’s ability to meet its obligations within one year of the issuance date of those financial statements. During the third quarter of 2026, the Company took several actions to address the conditions giving rise to substantial doubt. On July 27, 2026, the Company entered into the Third Amendment (as defined in "Note 7. Long Term Debt" below) to its syndicated credit agreement, which among other amendments, amended a negative covenant that restricted the Company from investing funds in Ting, to permit the Company to make additional investments in Ting, including through intercompany debt. On July 27, 2026, the Company purchased all of the Series A Preferred Units of Ting held by Generate TF Holdings, LLC (“Generate”) for $3.0 million in cash and contingent consideration as described in "Note 19. Redeemable Preferred Units", and the units were cancelled and retired, which removed Ting’s preferred-unit redemption obligation, accrued preferred return and related Return Breach (as defined in "Note 19. Redeemable Preferred Units") exposure. In connection with the purchase of the Series A Preferred Units, the Company provided Ting with a $5.0 million intercompany term loan. In addition, Ting sold its Centennial, Colorado data center to the Company for $6.0 million cash consideration and has implemented other cost efficiency measures to reduce its cash requirements. As a result of these actions, management has concluded that the substantial doubt about Ting’s ability to meet its obligations within one year of the issuance date of these financial statements has been alleviated.

Ting’s third-party debt has no recourse to the Company. Accordingly, the Company’s direct financial exposure to Ting is limited to the intercompany loan, which eliminates on consolidation, and certain contractual guarantees as disclosed in "Note 19. Redeemable Preferred Units" and “Note 20. Commitments and Contingencies." The Company does not believe that Ting's financial condition gives rise to substantial doubt about the Company's ability to continue as a going concern.

3. Recent Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (ASU 2024-03), which requires that a public entity disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation and (d) intangible asset amortization included in each relevant expense caption presented on the face of the income statement. The standard also requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively as well as disclose the total amount of selling expenses and, annually, the entity’s definition of selling expenses. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026, with either retrospective or prospective application. The standard allows for early adoption of these requirements and we are currently evaluating the disclosure impacts of our adoption.

In September 2025, the FASB issued ASU 2025‑06 “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The amendments update the accounting model for internal-use software by eliminating the prescriptive “development-stage” framework and replacing it with a “probable-to-complete” threshold and a “significant development uncertainty” evaluation. The amendments also remove separate guidance for website development costs and require entities to apply the property, plant, and equipment disclosure requirements in Subtopic 360-10 to capitalized internal-use software. The amendments are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its Consolidated Financial Statements and related disclosures.

4. Derivative Instruments and Hedging Activities

Foreign Exchange Hedges

The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed using derivative instruments is foreign exchange rate risk.

Since October 2012, the Company has employed a hedging program with a Canadian chartered bank to limit the potential foreign exchange fluctuations incurred on its future cash flows related to a portion of payroll, taxes, rent and payments to Canadian domain name registry suppliers that are denominated in Canadian dollars and are expected to be paid by its Canadian subsidiaries. The Company does not use forward contracts for trading or speculative purposes. The foreign exchange contracts typically mature betweenone andtwelve months.

The Company has designated certain of these foreign exchange transactions as cash flow hedges for forecasted transactions. Where the critical terms of the hedging instrument and the entire hedged forecasted transaction are the same, in accordance with ASC 815 Derivatives and Hedging ("ASC 815"), the Company concludes that changes in fair value and cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis. The Company designated the foreign exchange hedge as a cash flow hedge of expected future payments at the inception of the contract. Accordingly, for the foreign exchange contracts, unrealized gains or losses on the effective portion of these contracts were included within other comprehensive income (loss) and reclassified to earnings when the hedged transaction is settled. Cash flows from hedging activities were classified under the same category as the cash flows from the hedged items in the Condensed Consolidated Statements of Cash Flows. The fair value of the foreign exchange contracts, as of September 30, 2026 and December 31, 2025, is recorded as derivative instrument assets or liabilities. For certain contracts where the hedged transactions are no longer probable to occur, the loss on the associated forward contract is recognized in earnings.

As of September 30, 2026, the notional amount of forward contracts that the Company held to sell U.S. dollars in exchange for Canadian dollars was $9.4 million, all of which met the requirements of ASC Topic 815 and were designated as hedges.

As of December 31, 2025, the notional amount of forward contracts that the Company held to sell U.S. dollars in exchange for Canadian dollars was $27.2 million, all of which met the requirements of ASC Topic 815 and were designated as hedges.

As of September 30, 2026, we had the following outstanding forward contracts to trade U.S. dollars in exchange for Canadian dollars:

Fair value of derivative instruments and effect of derivative instruments on financial performance

The effects of these derivative instruments on our Condensed Consolidated Financial Statements were as follows (amounts presented do not include any income tax effects).

Fair value of derivative instruments in the Condensed Consolidated Balance Sheets

Movement in Accumulated other comprehensive income (AOCI) balance for the three months ended September 30, 2026 (Dollar amounts in thousands of U.S. dollars)

Movement in AOCI balance for the nine months ended September 30, 2026 (Dollar amounts in thousands of U.S. dollars)

Effects of derivative instruments on income and AOCI for the three months ended September 30, 2026 and 2025 are as follows (Dollar amounts in thousands of U.S. dollars)

Effects of derivative instruments on income and AOCI for the nine months ended September 30, 2026 and 2025 are as follows (Dollar amounts in thousands of U.S. dollars)

5. Property and Equipment

Property and equipment consist of the following (Dollar amounts in thousands of U.S. dollars):

(1)Fiber network is presented net of $0.2 million of government grants ($0.1 million as of December 31, 2025), with an impact of less than $0.1 million on accumulated depreciation ($0.1 million as of December 31, 2025).

Depreciation of property and equipment (Dollar amounts in thousands of U.S. dollars):

Impairment of Property and Equipment

During the three months ended September 30, 2026 and September 30, 2025, the Company recognized a total impairment expense ofnil and $10.9 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company recognized total impairment expense of $0.6 million and $11.5 million, respectively.

In the third quarter of 2025, management completed a review of remaining construction assets following the implementation of the 2024 Capital Efficiency Plan. As part of this review, certain assets were determined to no longer be usable or recoverable in ongoing operations or future network builds. Management concluded that these assets met the definition of ‘assets disposed of by abandonment’ under ASC 360-10.

As part of this assessment, management re-evaluated the estimated salvage values of the abandoned construction assets based on current market conditions and expected recoveries. This reassessment resulted in a reduction in estimated recoverable amounts, and a corresponding write-down was recorded to reflect the updated estimates as of September 30, 2025.

In total, $14.9 million of abandoned computer equipment and assets under construction were impaired, with an estimated salvage value of $4.9 million, resulting in a recorded impairment charge of $10.0 million for the three and nine months ended September 30, 2025. This charge is recorded within “Impairment of property and equipment” in the Condensed Consolidated Statement of Operations and Comprehensive Loss. Additionally, an impairment loss of $0.7 million was recognized related to ROU assets which is discussed under the "Note 13. Leases".

The Company recognized impairment charges on specific network assets that were identified through routine inspections as damaged and no longer in use of $0.2 million and $0.8 million for the three and nine months ended September 30, 2025, respectively, andnil and $0.6 million for the three and nine months ended September 30, 2026, respectively. These charges are recorded in “Network, other costs” in the Condensed Consolidated Statements of Operations and Comprehensive Loss, which is included in cost of revenues.

Asset Dispositions

During the third quarter of 2026, the Company sold property and equipment and intangibles for gross proceeds of $0.4 million. The net book value of the assets at the time of the sales was $0.4 million, resulting in a gain of less than $0.1 million, which is included in "(Gain) loss on disposition of property and equipment" in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the nine months ended September 30, 2026, the Company sold property and equipment and intangibles for gross proceeds of $2.4 million. The net book value of the assets at the time of the sales was $3.2 million, resulting in a loss of $0.8 million, which is included in "(Gain) loss on disposition of property and equipment" in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the third quarter of 2025, the Company sold property and equipment and intangibles for total consideration of $8.5 million, comprising cash proceeds and a $0.4 million indemnification holdback. The net book value of the assets at the time of the sales was $4.5 million, resulting in a gain of $4.0 million, which is included in "(Gain) loss on disposition of property and equipment" in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the nine months ended September 30, 2025, the Company sold property and equipment and intangibles for gross proceeds of $20.8 million, comprising cash proceeds and a $1.0 million indemnification holdback. The net book value of the assets at the time of the sales was $15.0 million, resulting in a gain of $5.8 million, which is included in "(Gain) loss on disposition of property and equipment" in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

6. Goodwill and Other Intangible Assets

Goodwill:

Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in our acquisitions.

The Company's Goodwill balance remained consistent at $130.4 million as of September 30, 2026 and December 31, 2025. The Company's goodwill relates 83% ($107.7 million) to the Tucows Domains operating segment and 17% ($22.7 million) to the Ting operating segment.

Goodwill is not amortized, but is subject to an annual impairment test, or more frequently if impairment indicators are present. No impairment charge was recognized during the three and nine months ended September 30, 2026 and 2025.

Other Intangible Assets:

Intangible assets consist of acquired brand, technology, customer relationships, surname domain names, direct navigation domain names and network rights. The Company considers its intangible assets consisting of surname domain names and direct navigation domain names as indefinite life intangible assets. The Company has the exclusive right to these domain names as long as the annual renewal fees are paid to the applicable registry. Renewals occur routinely and at a nominal cost. The indefinite life intangible assets are not amortized but are subject to annual impairment assessments and more frequently if events or changes in circumstances indicate that the assets may be impaired. As part of the normal renewal evaluation process during the periods ended September 30, 2026 and September 30, 2025, the Company assessed that all domain names that were originally acquired in the June 2006 acquisition of Mailbank.com Inc. that were up for renewal, should be renewed.

Finite-life intangible assets, comprising brand, technology, customer relationships and network rights are being amortized on a straight-line basis over periods oftwo tofifteen years. The weighted average remaining amortization period for all finite-life intangible assets is 2.6 years.

For the three and nine months ended September 30, 2026, the Company acquired customer relationship assets through hosting agreements fornil and $0.9 million. These assets are being amortized over seven years.

Net book value of acquired intangible assets consists of the following (Dollar amounts in thousands of U.S. dollars):

(1) Includes less than $0.1 million of indefinite life intangible assets.

The following table shows the estimated amortization expense for each of the next 5 years and thereafter, assuming no further additions to acquired intangible assets are made (Dollar amounts in thousands of U.S. dollars):

7. Long Term Debt

2023 Credit Facility

On September 22, 2023, the Company and its wholly owned subsidiaries, Tucows.com Co., Ting Inc., Tucows (Delaware) Inc., Wavelo, Inc. and Tucows (Emerald), LLC (each, a “Borrower” and together, the “Borrowers”) and certain other subsidiaries of the Company, as guarantors, entered into a Credit Agreement (the “2023 Credit Agreement”) with Bank of Montreal, as administrative agent (“BMO” or the “Agent”), and the lenders party thereto (the “Lenders”), to, among other things, provide the Borrowers with a revolving credit facility in an aggregate amount not to exceed $240 million (the “2023 Credit Facility”). The Borrowers may request an increase to the Credit Facility through new commitments of up to $60 million if the Total Funded Debt to Adjusted EBITDA Ratio (as defined in the 2023 Credit Agreement) is less than 3.75:1.00. In connection with the 2023 Credit Facility, the Company incurred $0.9 million of fees paid to the Lenders and $0.3 million of legal fees related to the debt issuance. These fees were reflected as a reduction to the carrying amount of the loan payable and were fully amortized over the term of the 2023 Credit Agreement.

On September 8, 2025, the Borrowers entered into aone-year Extension Agreement (the “Extension Agreement”). The Extension Agreement extended the term of the 2023 Credit Agreement through September 22, 2027. The material terms of the 2023 Credit Agreement remained unchanged; however, the Extension Agreement amended certain definitions relating to the treatment of specified expenses in the calculation of Adjusted EBITDA for purposes of the Total Funded Debt to Adjusted EBITDA Ratio financial covenant. In connection with the Extension Agreement, the Company incurred $0.4 million of fees paid to the Lenders. These fees were reflected as a reduction to the carrying amount of the loan payable and were being amortized over the term of the agreement from September 2025 to September 2027.

On July 27, 2026, the Company entered into a third amendment to the 2023 Credit Agreement (the “Third Amendment”). The Third Amendment extended the maturity date of the 2023 Credit Facility from September 22, 2027 to July 27, 2029, except with respect to the commitment ofone syndicate member in the amount of $27.5 million, which continues to mature on September 22, 2027 unless assigned to a replacement lender. The Company has commenced discussions to replace this lender with an existing or new syndicate member. The outstanding balance attributable to this lender’s commitment is classified as a current liability, as its maturity now falls within twelve months of the balance sheet date. The Company is required to maintain a Total Funded Debt to Adjusted EBITDA Ratio of not more than 3.75:1.00 and an Interest Coverage Ratio of not less than 3.00:1.00. The Third Amendment amends the negative covenants to permit the Company to make investments in the Ting business, subject to specified conditions and the existing financial covenants. In connection with the Third Amendment, the Company incurred $0.6 million of fees paid to the Lenders and a $0.1 million arrangement fee paid to the Agent. These fees have been reflected as a reduction to the carrying amount of the loan payable and will be amortized over the extended term from September 2026 to July 2029.

During the three and nine months ended September 30, 2026, the Company made repayments of $6.0 million. During the three and nine months ended September 30, 2025, the Company made repayments of $2.5 million and $5.0 million, respectively, on the 2023 Credit Facility.

2023 Credit Facility Terms

The 2023 Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default. The 2023 Credit Facility requires that the Company comply with certain customary non-financial covenants and restrictions. In addition, the Company has agreed to comply with the following financial covenants: (1) a leverage ratio by maintaining at all times a Total Funded Debt to Adjusted EBITDA Ratio of not more than 3.75:1.00; and (2) an interest coverage ratio by maintaining as of the end of each rolling four financial quarter period, an Interest Coverage Ratio (as defined in the Third Amendment) of not less than 3.00:1.00. Required principal repayments of $21.1 million and $163.3 million are due in September 2027 and July 2029, respectively.

During the three and nine months ended September 30, 2026, and September 30, 2025 the Company was in compliance with the covenants under its credit agreements in effect at the time. During the three and nine months ended September 30, 2026 and September 30, 2025, the Company recognized $0.1 million, and $0.1 million, $0.3 million and $0.4 million of interest expense related to the amortization of the debt issuance costs of the 2023 Credit Facility, respectively.

Borrowings under the 2023 Credit Facility will accrue interest and standby fees based on the Company's Total Funded Debt to Adjusted EBITDA ratio and the availment type as follows:

The following table summarizes the Tucows businesses excluding Ting's borrowings under the credit facilities (Dollar amounts in thousands of U.S. dollars):

Unused Commitments and Lines of Credit

As of September 30, 2026, the 2023 Credit Facility provided for aggregate borrowings of up to $240.0 million of which $184.4 million was drawn and $4.3 million was committed to letters of credit, leaving $51.3 million available for future borrowings.

8. Notes Payable

2023 Term Notes

On May 4, 2023 (the “Closing Date”), Tucows Inc. through its indirect and wholly owned subsidiaries, including Ting, entered into a definitive agreement relating to a securitized financing facility related to a privately placed securitization transaction. On the Closing Date, Ting Issuer LLC, a Delaware limited liability company (the “Issuer”), a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company issued (i) $168,357,000 of its 5.95% Secured Fiber Revenue Notes, Series 2023-1, Class A-2, (ii) $23,289,000 of its 7.40% Secured Fiber Revenue Notes, Series 2023-1, Class B and (iii) $46,859,000 initial principal amount of 9.95% Secured Fiber Revenue Notes, Series 2023-1, Class C, together, the “2023 Term Notes”. The offering was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the issuance of the 2023 Term Notes were $220.5 million, after deducting a debt discount of $11.2 million and issuance costs of $6.7 million.

The debt discount and issuance costs of the 2023 Term Notes are being amortized using the straight-line method over afive-year period between the Closing Date and the anticipated repayment date.

The 2023 Term Notes are issued under an indenture, dated May 4, 2023 (the “Base Indenture”) between the Issuer and Citibank, N.A., as trustee (the “Indenture Trustee”) as supplemented by the Series 2023-1 supplemental indenture dated May 4, 2023, (the “Series 2023-1 Supplement” and, together with the Base Indenture, the “Indenture”), between the Issuer and the Indenture Trustee. Interest payments on the 2023 Term Notes are payable on a monthly basis. The legal final maturity date of the 2023 Term Notes is in April of 2053, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment date of the 2023 Term Notes will be in April 2028. If the Issuer has not repaid or refinanced the 2023 Term Notes prior to the anticipated repayment date, additional interest will accrue on the 2023 Term Notes in an amount equal to the greater of (A)5.00% per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of the following exceeds the original interest rate of such 2023 Term Note (i) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on such anticipated repayment date of the United States Treasury Security having a term closest to 10 years, plus (ii)5.00%, plus (iii) (x) for the 2023 Class A-2 Notes,3.50%, (y) for the 2023 Class B Notes,5.00% and (z) for the 2023 Class C Notes,7.82%.

2024 Term Notes

On August 20, 2024, Tucows Inc., through its indirect and wholly owned subsidiaries, including Ting, entered into a definitive agreement relating to a securitized financing facility related to a privately placed securitization transaction. On August 20, 2024, Ting Issuer LLC, the Issuer, a limited purpose, bankruptcy-remote, indirect wholly owned subsidiary of the Company, issued: (i) $55,000,000 of its 5.63% Secured Fiber Revenue Notes, Series 2024-1, Class A-2 (the “2024 Class A-2 Notes”), (ii) $8,000,000 of its 6.85% Secured Fiber Revenue Notes, Series 2024-1, Class B (the “2024 Class B Notes”), and (iii) $16,000,000 initial principal amount of 9.15% Secured Fiber Revenue Notes, Series 2024-1, (the “Class C Notes” together with the 2024 Class A-2 Notes and the 2024 Class B Notes, the “2024 Term Notes”). The Tranche C notes were not sold in this transaction. The net proceeds from the issuance of the 2024 Term Notes were $61.0 million, after deducting a debt discount of nil and issuance costs of $2.0 million.

The 2024 Term Notes were issued under the Base Indenture (the “Base Indenture”) dated May 4, 2023, and the related Series 2024-1 Supplement (the “Series 2024-1 Supplement”), dated August 20, 2024, by and between the Issuer, the asset parties thereto, and Citibank, N.A., as trustee (in such capacity, the “Indenture Trustee”) and securities intermediary. The Base Indenture and the Series 2024-1 Supplement allow the Issuer to issue additional series of notes in the future, subject to certain conditions set forth therein. Interest payments on the 2024 Term Notes are payable on a monthly basis. The legal final maturity date of the 2024 Term Notes is in August of 2054, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment date of the 2024 Term Notes will be in August 2029.

The debt discount and issuance costs of the 2024 Term Notes are being amortized using the straight-line method over afive-year period between August 20, 2024 and the anticipated repayment date.

The 2023 Term Notes and 2024 Term Notes are secured by certain of the Company’s revenue-generating assets, consisting principally of fiber-network related agreements, fiber-network assets and customer contracts (collectively, the “Securitized Assets”) that are owned by certain other limited-purpose, bankruptcy-remote, wholly owned indirect subsidiaries of the Company that act as the guarantors (collectively with the Issuer, the “Obligor”) under the Base Indenture. The 2023 Term Notes and 2024 Term Notes are subject to a series of covenants, restrictions and other investor protections including (i) that the Issuer maintains specified reserve accounts to be used to make required payments in respect of the 2023 Term Notes and 2024 Term Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, (iii) certain indemnification payments, (iv) the guarantors comply with standard bankruptcy-remoteness covenants, including not guaranteeing or being liable for other affiliates debts or liabilities, and (v) covenants relating to recordkeeping, access to information, and similar matters.

As of September 30, 2026, the Company was in compliance with all required covenants. As of September 30, 2026, the Company’s scheduled principal repayments for the 2023 Term Notes of $238.5 million is due in April 2028 and 2024 Term Notes of $63.0 million is due in August 2029.

During the three and nine months ended September 30, 2026, the Company recognized $1.0 million and $3.0 million, respectively, and during the three and nine months ended September 30, 2025, the Company recognized $1.0 million and $3.0 million, respectively, of interest expense related to the amortization of the debt discount and issuance costs of the 2023 Notes and 2024 Notes.

The following table summarizes Ting's borrowings under the 2023 and 2024 Term Notes (Dollar amounts in thousands of U.S. dollars):

(1)During each of the three and nine months ended September 30, 2026, the Company capitalized less than $0.1 million of interest expenses pertaining to the 2023 and 2024 Term Notes directly attributable to the development of certain Assets Under Construction ("AUC") assets. Comparatively, for each of the three and nine months ended September 30, 2025, the Company capitalized $0.1 million and $0.2 million of interest expenses pertaining to the 2023 Term Notes and 2024 Term Notes directly attributable to the development of certain AUC assets, respectively.

Restricted Cash

Under the terms of the Indenture, revenues generated from the Securitized Assets are deposited into accounts controlled by the Indenture Trustee within two business days of receipt. The Company has no access to or control of the funds held in trust until they are disbursed by the Indenture Trustee on the 20th day of each calendar month (the “Payment Date”). In accordance with the Indenture, on each Payment Date the Indenture Trustee disburses, on behalf of the Obligor, administration fees to service providers, interest payments to the noteholders, liquidity reserve top-ups (if required), and the remaining funds to accounts controlled by the Obligor. Funds held in trust with the Indenture Trustee at the reporting date are presented as “Restricted cash” on the Company’s Condensed Consolidated Balance Sheet.

As of September 30, 2026, and December 31, 2025, Restricted cash totaled $5.1 million and $5.3 million, respectively.

Under the terms of the Indenture, the Company is also required to maintain a liquidity reserve fund equal to the sum of (A) six times the total amount of fund administration fees payable on each payment date after May 20, 2023 and (B) six times the total amount of monthly interest on the 2024 and 2023 Term Notes due and payable on each payment date after May 20, 2023. The liquidity reserve is maintained with the Indenture Trustee until the maturity of the 2024 and 2023 Term Notes and the balance is presented as “Secured notes reserve funds” on the Company’s Condensed Consolidated Balance Sheet.

As of September 30, 2026, and December 31, 2025, secured notes reserve funds totaled $11.1 million and $12.2 million, respectively.

9. Income Taxes

The Company’s provision for income taxes for interim periods is determined by using an estimated annual effective tax rate, adjusted for discrete items arising during the quarter. At each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to volatility due to several factors, including accurately forecasting the Company’s net loss before tax, taxable loss, the mix of tax jurisdictions to which they relate, intercompany transactions, and changes in statutes, regulations, and case law.

For the three and nine months ended September 30, 2026, the Company recorded an income tax expense of $2.0 million and $7.5 million, on net loss before income taxes of $8.3 million and $41.3 million respectively, using an estimated effective tax rate for the fiscal year ending December 31, 2026. Our effective tax rates for the three and nine months ended September 30, 2026 differ from the U.S. federal statutory rate primarily due to an increase in valuation allowance on net operating losses, the impact of foreign earnings and tax return adjustments.

Comparatively, for the three and nine months ended September 30, 2025, the Company recorded an income tax expense of $2.5 million and $6.9 million, on net loss before income taxes of $20.6 million and $46.9 million, respectively, using an estimated effective tax rate for the fiscal year ending December 31, 2025. Our effective tax rates for the three months and nine months ended September 30, 2025 differ from the U.S. federal statutory rate primarily due to an increase in valuation allowance on net operating losses and the impact of foreign earnings.

10. Basic and Diluted Loss per Common Share:

The following table reconciles the numerators and denominators of the basic and diluted loss per common share computation (Dollar amounts in thousands of U.S. dollars, except for share data):

For the three and nine months ended September 30, 2026, the Company recorded a net loss, thus all outstanding options were considered anti-dilutive and excluded from the computation of diluted loss per common share.

For the three and nine months ended September 30, 2025, the Company recorded a net loss, thus all outstanding options were considered anti-dilutive and excluded from the computation of diluted loss per common share.

11. Revenue

Significant accounting policy

The Company’s revenues are derived from (a) the provisioning of retail fiber Internet services through Ting, (b) the CSP solutions and professional services through Wavelo; and (c) domain name registration contracts, other domain related value-added services, domain sale contracts, and other advertising revenue through Tucows Domains Services. Certain revenues are disclosed under Corporate and other as they are considered non-core business activities including retail mobile services, Transition Services Agreement ("TSA") revenue and eliminations of intercompany revenue. Amounts received in advance of meeting the revenue recognition criteria described below are recorded as contract liabilities. All products are generally sold without the right of return or refund.

Revenue is measured based on the consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

Nature of goods and services

The following is a description of principal activities – separated by reportable segments – from which the Company generates its revenue. For more detailed information about reportable segments, see "Note 14. Segment Reporting".

(a)Ting

The Company generates Ting revenues primarily through the provisioning of fixed high-speed Internet access, and the design and construction of fiber optic network assets for a specific customer.

Ting Internet contracts provide customers Internet access at their home or business through the installation and use of our fiber optic network. Ting Internet contracts are generally prepaid and grant customers with unlimited bandwidth based on a fixed price per month basis. Because consideration is collected before the service period, revenue is initially deferred and recognized as the Company performs its obligation to provide Internet access. Though the Company does not consider the installation of fixed Internet access to be a distinct performance obligation, the fees related to installation are immaterial and therefore revenue is recognized as billed.

Ting Internet access services are primarily contracted through the Ting website, for one month at a time and contain no commitment to renew the contract following each customer’s monthly billing cycle. The Company’s billing cycle for all Ting Internet customers is computed based on the customer’s activation date. Incentive marketing credits given to customers are recorded as a reduction of revenue.

The Company records expected refunds, rebates and credit card charge-backs as a reduction of revenues at the time of the sale based on historical experiences and current expectations.

Our construction services relate to revenue earned from the design, construction and installation of a fiber optic network for a specific customer contract. Control of the network infrastructure transfers to the customer as it is constructed.

Revenue from network construction is recognized over time, as Ting’s performance creates or enhances an asset that the customer controls as it is being constructed. Progress toward completion is measured using an output method, based primarily on network build milestones such as served addresses completed and accepted by the customer. Amounts billed in advance of revenue recognition are recorded as contract liabilities, while amounts recognized in excess of billings are recorded as contract assets.

The Company has determined that it acts as principal in providing construction services, as it is primarily responsible for fulfilling the contract, controls construction inputs, and bears the risk associated with design, materials procurement, and subcontracted construction activities. Accordingly, construction revenue is recognized on a gross basis.

(b)Wavelo

The Company generates Wavelo revenues by providing billing and provisioning platform services to CSPs to whom we also provide other professional services.

Platform service agreements contain both platform services and professional services. Platform services offer a variety of solutions that support CSPs, including subscription and billing management, network orchestration and provisioning, and individual developer tools through a single, cloud-based service. Professional services provided under platform service arrangements can include implementation, training, consulting or software development/modification services. Platform services and professional services are considered to be separate performance obligations.

Consideration under platform service arrangements includes both a variable component that changes each month depending on the number of subscribers hosted on the platform, as well as a fixed component of platform payments and credits.

Platform payments and associated credits are allocated between the platform services and professional services performance obligations by estimating the standalone selling price (“SSP”) of each performance obligation.

The Company estimates the SSP of professional services based on observable standalone sales. The SSP of platform services is derived using the residual approach by estimating the total contract consideration and subtracting the SSP of professional services.

Each month of providing access to the platform is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, therefore, the performance obligation consists of a series of distinct service periods. Accordingly, the platform services represent a single promise to provide continuous access (i.e. a stand-ready performance obligation) to the platform. The platform payment revenue allocated to platform services is recognized evenly over the term of the contract. Variable subscriber fees are allocated to the platform services and are recognized as the fees are invoiced.

Revenues related to professional services are distinct from the other promises in the contract(s) and are recognized as the related services are performed, on the basis of hours consumed.

Other professional services consist of professional service arrangements with platform services customers which are billed based on separate Statement of Work (“SOW”) arrangements for bespoke feature development. Revenues for professional services contracted through separate SOWs are recognized at a point-in-time when the final acceptance criteria have been met.

(c)Tucows Domains

The Company generates Tucows Domains revenues primarily through Wholesale Domains Services, Wholesale Value Added Services and Retail.

Wholesale Value Added Services comprise Domain-related value-added services provided to resellers, as well as expiry and advertising revenue streams.

Retail services comprise Domain registration contracts provided to retail customers along with related email and WHOIS privacy services.

The Company is an Internet Corporation for Assigned Names and Numbers ("ICANN") accredited registrar. The Company is the primary obligor with our reseller and retail registrant customers and is responsible for the fulfillment of our registrar services to those parties. As a result, the Company reports revenue in the amount of the fees we receive directly from our reseller and retail registrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to those customers. Accordingly, the Company does not recognize any revenue related to transactions between our reseller customers and their ultimate retail customers.

Domain registration and WHOIS Privacy Services

Domain registration contracts, which can be purchased for terms of one to ten years, provide our resellers and retail registrant customers with the exclusive right to a personalized internet address from which to build an online presence. The Company enters into domain registration contracts in connection with each new, renewed and transferred-in domain registration. At the inception of the contract, the Company charges and collects the registration fee for the entire registration period. Though fees are collected upfront, revenue from domain registrations is recognized ratably over the registration period as the Company provides the customer with a domain registration service, which represents a distinct performance obligation satisfied over time. The registration period begins once the Company has confirmed that the requested domain name has been appropriately recorded in the registry under contractual performance standards.

WHOIS Privacy is an ongoing service that protects the personal information of Registrants from public access.

Tucows Registry Services

Tucows Registry Services (“TRS”) provides registry platform and related technical services to operators of generic top-level domains (“gTLDs”), branded top-level domains, and country code top-level domains. These services include processing domain name transactions and maintaining the related infrastructure and support systems required to operate the registry. Revenue is primarily transaction-based and is calculated as a fixed fee per financial transaction processed during the month.

Because customers simultaneously receive and consume the benefits of the registry services as they are provided, revenue is recognized in the period in which the transactions occur. Service level credits are treated as variable consideration and are recorded as a reduction of revenue in the period in which they are incurred.

Value Added Services

Domain related value-added services like digital certificates and hosted email provide our resellers and retail registrant customers with tools and additional functionality to be used in conjunction with domain registrations. All domain related value-added services are considered distinct performance obligations which transfer the promised service to the customer over the contracted term. Fees charged to customers for domain related value-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of the performance obligations.

Expiry

The Company also sells the rights to the Company’s portfolio domains or names acquired through the Company’s domain expiry stream. The domain expiry stream involves domain names whose registration has expired and as per ICANN regulations are placed into a 40-day grace period. Though the domain names do not belong to the registrant during the 40-day grace period, the Company is restricted from allowing others to register them. The Company monetizes its domain expiry stream both through the sale of names and by allowing advertisers to place parked pages advertisements on the domains. Revenue from the sale of domain-name rights through the domain expiry stream is recognized at a point in time when control of the domain-name rights is transferred to the customer.

Advertising

Advertising revenue is derived through domain parking monetization, whereby the Company contracts with third-party Internet advertising publishers to direct web traffic from the Company’s domain expiry stream domains, surname domains and direct navigation domains to advertising websites. Compensation from Internet advertising publishers is calculated variably on a cost-per-action basis based on the number of advertising links that have been visited in a given month. Given that the variable consideration is calculated and paid on a monthly basis, no estimation of variable consideration is required.

Disaggregation of Revenue

The following is a summary of the Company’s revenue earned from each significant revenue stream (Dollar amounts in thousands of U.S. dollars):

*Corporate and other includes costs from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280 Segment Reporting ("ASC 280"). Ting Mobile is not managed as a separate reportable segment and is included within Corporate and other for purposes of segment reporting. Intersegment revenues and expenses are eliminated on consolidation.

During the three and nine months ended September 30, 2026, one customer within the Wavelo segment accounted for 11% of the Company's total revenue amounting to $11.1 million and $33.3 million, respectively. During the three and nine months ended September 30, 2025, one customer within the Wavelo segment accounted for 12% of the Company's total revenue amounting to $11.3 million and $34.4 million, respectively.

At September 30, 2026, one customer represented 46% of accounts receivables. As of December 31, 2025, one customer represented 44% of total accounts receivable.

The following is a summary of the Company’s cost of revenue from each significant revenue stream (Dollar amounts in thousands of U.S. dollars):

*Corporate and other includes costs from Ting Mobile, corporate overhead functions, and other activities that do not meet the criteria for separate reportable segment disclosure under ASC 280. Ting Mobile is not managed as a separate reportable segment and is included within Corporate and other for purposes of segment reporting. Intersegment revenues and expenses are eliminated on consolidation.

Contract Balances

The following table provides information about contract liabilities from contracts with customers. The Company accounts for contract assets and liabilities on a contract-by-contract basis, with each contract presented as either a net contract asset or a net contract liability accordingly.

Some of the Company’s long-term contracts with customers are billed in advance of service, such as domain contracts and some professional service contracts. Consideration received from customers related to performance obligations which have not yet been satisfied are recorded as contract liabilities.

Contract liabilities primarily relate to the portion of the transaction price received in advance related to the unexpired term of domain name registrations and other domain related value-added services, on both a wholesale and retail basis, net of external commissions.

Significant changes in contract liabilities for the nine months ended September 30, 2026 and year ended December 31, 2025 were as follows (Dollar amounts in thousands of U.S. dollars):

Remaining Performance Obligations

As the Company fulfills its performance obligations, the following table includes revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2026 (Dollar amounts in thousands of U.S. dollars):

The table above presents the aggregate amount of the transaction price allocated to remaining performance obligations for contracts with an original expected duration greater than one year. These amounts primarily relate to fixed consideration associated with long-term customer contracts and are expected to be recognized as the related performance obligations are satisfied over the remaining contract terms.

For retail mobile and internet access services, where the performance obligation is part of contracts that have an original expected duration of one year or less (typically one month), the Company has elected to apply a practical expedient to not disclose revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied).

Although domain registration contracts are deferred over the lives of the individual contracts, which can range fromone toten years, approximately 86% of our contract liabilities balance related to domain contracts is expected to be realized within the next twelve months.

Professional services revenue related to platform services agreements is deferred and recognized as hours are incurred over the contract term. Any revenue for unused professional service hours is recognized as revenue at the end of the contract period.

12. Costs to obtain and fulfill a contract

(a)Deferred costs of acquisition

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the period of benefit of those costs to be longer than one year and those costs are expected to be recoverable under the term of the contract. We have identified certain sales incentive programs and other customer acquisition fees that meet the requirements to be capitalized, and therefore, capitalized them as contract costs in the amount of $2.6 million at September 30, 2026.

Capitalized contract acquisition costs are amortized into operating expense typically over three years, based on the transfer of goods or services to which the assets relate.

The breakdown of the movement in the deferred costs of acquisition balance for the nine months ended September 30, 2026 and the year ended December 31, 2025 is as follows (Dollar amounts in thousands of U.S. dollars):

(b)Deferred costs of fulfillment

Deferred costs to fulfill contracts primarily consist of domain registration costs which have been paid to a domain registry and are capitalized as deferred costs of fulfillment. These costs are deferred and amortized over the life of the domain which generally ranges fromone toten years. The Company also defers certain technology design and data migration costs it incurs to fulfill its performance obligations contained in our platform services arrangements. There wereno impairment losses recognized in relation to the costs capitalized during the nine months ended September 30, 2026. Amortization expense is included in cost of revenue.

The breakdown of the movement in the deferred costs of fulfillment balance for the nine months ended September 30, 2026 and year ended December 31, 2025 is as follows (Dollar amounts in thousands of U.S. dollars).

13. Leases

The Company leases datacenters, corporate offices, warehouses and fiber-optic cables under operating leases. The Company does not have any leases classified as finance leases.

The Company's leases have remaining lease terms of 1 year to 20 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year .

The components of lease expense were as follows (Dollar amounts in thousands of U.S. dollars):

Lease expense is presented in general and administrative expenses and network expenses within our Condensed Consolidated Statements of Operations and Comprehensive Loss.

Variable lease payments are determined based on specific terms and conditions outlined in the lease agreements. These may include payments for utilities, which are based on actual usage, and maintenance costs, which are determined based on expenses incurred. They also include amounts payable to Ting’s network partners that vary with subscriber activity or revenue, such as per-subscriber fees and service fees calculated as a percentage of retail revenue in excess of contractual minimums.

Information related to leases was as follows (Dollar amounts in thousands of U.S. dollars):

Maturity of lease liability as of September 30, 2026 (Dollar amounts in thousands of U.S. dollars):

Operating lease payments include payments under the non-cancellable term, without any additional amounts related to options to extend lease terms that are reasonably certain of being exercised.

The Company has agreements with several third-party network partners who construct and operate fiber networks used to deliver our internet services. Under these arrangements, the partners build and activate new serviceable addresses each month. The financial terms of these arrangements may include fixed fees, variable fees, or a combination of both. The partners control and manage the construction. The Company does not control the construction process and is therefore not considered the owner during build out. The leases for these addresses will commence once the lessor makes the underlying assets available for the Company's use, to deliver services to its customers.

The Company has elected to use the single exchange rate approach when accounting for lease modifications. Under the single exchange rate approach, the entire right of use asset is revalued at the date of modification in the Company’s functional currency provided the re-measurement is not considered a separate contract or if the re-measurement is related to change the lease term or assessment of a lessee option to purchase the underlying asset being exercised.

During the quarter ended September 30, 2026 Ting Memphis Co. and mStreet Fiber Memphis, LLC entered into a Wholesale Master Service Agreement that terminated and replaced the 2023 Network Access and Use Agreement and reduced the Company's minimum lease commitments. The Company concluded that the arrangement continues to contain a lease and accounted for the change as a lease modification that is not a separate contract. Effective September 1, 2026, the Company remeasured the operating lease liability from $11.5 million to $3.1 million, and reduced the right-of-use asset from $9.2 million to $0.8 million. No gain or loss was recognized. The lease continues to be classified as an operating lease.

Impairment of ROU asset

During the quarter ended September 30, 2025, the Company recognized an impairment loss of $0.7 million related totwo warehouse related ROU assets that were written down to their fair value. Management concluded that these assets met the definition of ‘assets disposed of by abandonment’ under ASC 360-10. In accordance with ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The impairment loss is recorded within “Impairment of property and equipment” in the Condensed Consolidated Statement of Operations and Comprehensive Loss and the related lease liabilities remain on the balance sheet and continue to be measured using the effective interest method.

14. Segment Reporting

Reportable operating segments

The Company is organized and managed based onthree operating segments which are differentiated primarily by their services, the markets they serve and the regulatory environments in which they operate. No operating segments have been aggregated to determine the Company's reportable segments.

The Company's reportable operating segments and their principal activities consist of the following:

1. Ting - This segment derives revenue from providing retail high speed Internet access services to individuals and small businesses and the design and construction of fiber optic network assets for a specific customer. Revenues are generated in the United States.

2. Wavelo – This segment derives revenue from platform and other professional services related to communication service providers, including Mobile Network Operators and Internet Service Providers, and are primarily generated in the United States.

3. Tucows Domains – This segment includes wholesale and retail domain name registration services, value added services and portfolio services. The Company primarily earns revenues from the registration fees charged to resellers in connection with new, renewed and transferred domain name registrations; and the sale of retail Internet domain name registration and email services to individuals and small businesses. Tucows Domains revenues are attributed to the country in which the contract originates, which is primarily in Canada and the U.S for OpenSRS and ENom brands whereas it is primarily in European nations for Ascio and EPAG.

The Company's segmented results include shared services allocations, including a profit margin, for Finance, Human Resources and other technical services, to the operating units. In addition, Wavelo charges Ting a subscriber-based monthly charge for services rendered. Financial impacts from these allocations and cross segment charges are eliminated as part of the consolidation.

Key measure of segment performance

The CEO, as the chief operating decision maker ("CODM"), regularly reviews the operations and performance by segment. The CODM reviews Segment Adjusted EBITDA (as defined below) as (i) key measures of performance for each segment and (ii) to make decisions about the allocation of resources. Depreciation of property and equipment, amortization of intangible assets, impairment of indefinite life intangible assets, gain on currency forward contracts and other expenses, net are organized along functional lines and are not included in the measurement of segment profitability. Total assets and total liabilities are centrally managed and are not reviewed at the segment level by the CODM.

The Company's key measure of segment performance is Segment Adjusted EBITDA.

The Company calculates this as segment revenue together with recurring income earned on sale of transferred assets, less cost of revenue, network expenses and certain operating expenses attributable to each segment, such as sales and marketing, technical operations and development, general and administration expenses. Segment Adjusted EBITDA excludes unrealized gains (losses) on foreign exchange, stock-based compensation and transactions that are not indicative of on-going performance, including acquisition, transaction and transition costs. Certain revenues and expenses are excluded from segment Adjusted EBITDA results as they are centrally managed and not monitored by or reported to the CODM by segment, including mobile retail services, eliminations of intercompany transactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate IT.

The Company believes that Adjusted EBITDA is an important indicator of the operational strength and performance of its segments, by identifying those items that are not directly a reflection of each segment’s performance or indicative of ongoing operational and profitability trends.

The CODM uses Adjusted EBITDA to evaluate the overall recurring profitability of each operating segment after accounting for overhead costs. Adjusted EBITDA is evaluated by the CODM by comparing current period to historical and forecasted results and is used to inform strategic decisions over segment profitability, operational efficiency, pricing strategies, cost optimization, customer churn, competitor benchmarking and cash flow.

Information by reportable segments (with the exception of disaggregated revenue, which is discussed in “Note 11. Revenue”), which is regularly reported to the chief operating decision maker, and the reconciliations thereof to the Company's income before taxes, are set out in the following tables (Dollar amounts in thousands of U.S. dollars):

(1)Intercompany revenues earned for provision of services on the ISOS and Subscriber Management ("SM") platforms between Wavelo and Ting are included in Wavelo's segment revenues for purposes of segment analysis, but are ultimately eliminated upon consolidation.

(2)Effective beginning in 2026, Network, other costs, Sales and marketing, Technical operations and development and General and administrative costs presented in segment reporting to the CODM are shown excluding stock‑based compensation expenses for all business units. This presentation reflects a change from prior periods, in which stock‑based compensation expenses was included within each expense category and subsequently adjusted in “Other segment” line items. To ensure comparability, the 2025 segment expense figures have been recast to conform to the 2026 presentation.

(3)Effective beginning in 2026, General and administrative costs presented in segment reporting to the CODM are shown excluding Gains and losses from unrealized foreign currency. This presentation reflects a change from prior periods, in which gains and losses from unrealized foreign currency was included within each expense category and subsequently adjusted in “Other segment” line items. To ensure comparability, the 2025 segment expense figures have been recast to conform to the 2026 presentation.

(4)Other segment items for each reportable segment includes other income, as well as adjustments to add back (deduct) acquisition and transition costs, which are included in other line items but are excluded from our definition of Segment Adjusted EBITDA.

The following table reconciles Segment Adjusted EBITDA for the period to Net loss before tax for the three and nine months ended September 30, 2026 and September 30, 2025:

(1)Items that are centrally managed and not monitored by or reported to the CODM by segment, including retail mobile services, eliminations of intercompany transactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate IT.

(2)Acquisition and other costs represent transaction-related expenses and transitional expenses. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.

Revenue from sources outside of Canada and the United States of America comprises less than 10% of the Company's total operating revenue.

(a)The following is a summary of the Company’s property and equipment by geographic region (Dollar amounts in thousands of U.S. dollars):

(b)The following is a summary of the Company’s amortizable intangible assets by geographic region (Dollar amounts in thousands of U.S. dollars):

Under ASC 326, "Financial Instruments - Credit Losses", the Company assesses the adequacy of its allowance for expected credit losses based on historical loss experience, current economic conditions and reasonable forecasts. The Company's evaluation considers the short-term nature of receivables and the high credit quality of the Company's customer base, which mitigates significant credit risk exposure.

(c)The following table summarizes the Company's expected credit losses ("ECL") (Dollar amounts in thousands of U.S. dollars):

15. Stockholders' Deficit

The following table summarizes stockholders' deficit transactions for the three and nine months ended September 30, 2026 (Dollar amounts in thousands of U.S. dollars):

The following table summarizes stockholders' deficit transactions for the three and nine months ended September 30, 2025 (Dollar amounts in thousands of U.S. dollars):

(1)The Company capitalizes stock-based compensation costs directly attributable to the development of qualifying assets. Qualifying assets include internal use software (“IUS”), AUC, equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350 "Intangibles - Goodwill and Other" ("ASC 350"). During the three and nine months ended September 30, 2026, the Company capitalized less than $0.1 million of stock-based compensation directly attributable to the development of certain IUS assets. During the three and nine months ended September 30, 2025, the Company capitalized $0.1 million and $0.2 million of stock-based compensation directly attributable to the development of certain IUS assets.

2026 Stock Buyback Program

On February 12, 2026, the Company announced that its Board of Directors (“Board”) approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. The $40 million buyback program commenced on February 13, 2026 and is expected to terminate on February 12, 2027. For the three and nine months ended September 30, 2026, the Company didnot repurchase shares under this program.

2025 Stock Buyback Program

On February 13, 2025, the Company announced that its Board approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. The $40 million buyback program commenced on February 14, 2025 and terminated on February 12, 2026. For the three and nine months ended September 30, 2026, the Company didnot repurchase shares under this program.

2024 Stock Buyback Program

On February 22, 2024, the Company announced that its Board approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. Purchases were to be made exclusively through the facilities of the NASDAQ Capital Market. The stock buyback program commenced on February 23, 2024 and terminated on February 22, 2025. For the three and nine months ended September 30, 2025, the Company didnot repurchase shares under this program.

16. Share-based Payments

2006 Tucows Equity Compensation Plan

On November 22, 2006, the shareholders of the Company approved the Company’s 2006 Equity Compensation Plan (the “2006 Plan”), which was amended and restated effective July 29, 2010 and which serves as a successor to the 1996 Plan. The 2006 Plan has been established for the benefit of the employees, officers, directors and certain consultants of the Company. The maximum number of common shares which had initially been set aside for issuance under the 2006 Plan is 1.25 million shares. The plan was amended to increase the number of shares set aside for issuance by an additional 0.475 million shares,0.75 million shares and 1.53 million shares in October 2010, September 2015 and November 2020, respectively, increasing the maximum to a total of 4.0 million shares. Generally, options issued under the 2006 Plan vest over afour-year period and have a term not exceeding seven years, except for automatic formula grants of non-qualified stock options, which vest afterone year and have afive-year term. Prior to the September 2015 amendment to the 2006 Plan, automatic formula grants of non-qualified stock options vested immediately upon grant.

The Company's current equity-based compensation plans include provisions that allow for the “net exercise” of stock options by all plan participants. In a net exercise, any required payroll taxes, federal withholding taxes and exercise price of the shares due from the option holder can be paid for by having the option holder tender back to the Company a number of shares at fair value equal to the amounts due. These transactions are accounted for by the Company as a purchase and retirement of shares.

The fair value of each option grant ("Company Option") is estimated on the date of grant using the Black-Scholes option-pricing model. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on historical volatility of the Company’s common shares. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on historical exercise experience. The Company evaluated historical exercise behavior when determining the expected term assumptions. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company determines the expected dividend yield percentage by dividing the expected annual dividend by the market price of Tucows Inc. common shares at the date of grant.

Details of Company stock option transactions for the three and nine months ended September 30, 2026 and September 30, 2025 are as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

As of September 30, 2026, the exercise prices, weighted average remaining contractual life of outstanding options and intrinsic values were as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

Total unrecognized compensation cost relating to unvested stock options at September 30, 2026, prior to the consideration of expected forfeitures, is approximately $2.1 million and is expected to be recognized over a weighted average period of 2.2 years.

2022 Wavelo Equity Compensation Plan

On November 9, 2022 the Board of Wavelo approved Wavelo's Equity Compensation Plan (“ECP”), which has been established for the benefit of the employees, officers, directors and certain consultants of Wavelo or Tucows. The Wavelo stock options were introduced in order to provide variable compensation that helps retain executives and ensures that our executives' interests are aligned with shareholders of the business to grow long-term value. The maximum number of Wavelo common shares which have been set aside for issuance under the 2022 Plan is 20 million shares. In June 2024, the Board approved an increase in the authorized share count to 120 million shares, with a corresponding increase in the option pool to 25 million shares. The options issued under the ECP primarily vest over a period ofthree years and have aseven-year term. For the initial grants under the plan, the first 25% became exercisable within three months and after the third year, the remaining 75% vest ratably monthly. Compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the share-based instrument at the time of the grant and are recognized as expense over the vesting period of the share-based instrument. The Company recognizes forfeitures as they occur.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on the actual volatility of comparable publicly traded companies. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company assumes the expected dividend yield to bezero.

Details of Wavelo's stock option transactions for the three and nine months ended September 30, 2026 and September 30, 2025 are as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

As of September 30, 2026, the exercise prices, weighted average remaining contractual life of outstanding options and intrinsic values were as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

Total unrecognized compensation cost relating to unvested stock options at September 30, 2026, prior to the consideration of expected forfeitures, is approxi mately$2.4 million and is expected to be recognized over a weighted average periodof 2.8 years.

2022 Ting Equity Compensation Plan

On January 16, 2023, the Board of Ting approved Ting's Equity Compensation Plan ("Ting ECP"), which has been established for the benefit of the employees, officers, directors and certain consultants of Ting or Tucows. The Ting stock options were introduced in order to provide variable compensation that helps retain executives and ensure that our executives' interests are aligned with shareholders of the business to grow the long-term value. The maximum number of Ting common units that have been set aside for issuance under the plan is 10 million units, currently there are 100 million common units outstanding. Generally, options issued under the Ting ECP vest over afour-year period and have a term not exceeding seven years. Compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the share-based instrument at the time of the grant and are recognized as expense over the vesting period of the share-based instrument.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. As option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. Ting calculates expected volatility based on the actual volatility of comparable publicly traded companies. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company assumes the expected dividend yield to bezero.

Details of Ting's stock option transactions for the three and nine months ended September 30, 2026 and September 30, 2025 are as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

As of September 30, 2026, the exercise prices, weighted average remaining contractual life of outstanding options and intrinsic values were as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

Total unrecognized compensation cost relating to unvested stock options at September 30, 2026, prior to the consideration of expected forfeitures, is less than $0.1 million and is expected to be recognized over a weighted average period of 0.6 years.

The Company recorded total stock-based compensation expense of $1.0 million and $3.2 million for the three and nine months ended September 30, 2026, respectively. The Company recorded total stock-based compensation expense of $1.4 million and $4.3 million for the three and nine months ended September 30, 2025, respectively. The details of the Company's stock-based compensation expense are as follows:

During the three and nine months ended September 30, 2026 and September 30, 2025, the Company capitalized less than $0.1 million, $0.1 million, less than $0.1 million and $0.2 million, respectively, of stock based compensation directly attributable to the development of certain IUS assets.

17. Fair Value Measurement

For financial assets and liabilities recorded in our financial statements at fair value we utilize a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Equity investments without readily determinable fair values include ownership rights that do not provide the Company with control or significant influence. Such equity investments are recorded at cost, less any impairment, and adjusted for subsequent observable price changes as of the date that an observable transaction takes place. Subsequent adjustments are recorded in other income (expense), net.

The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as of September 30, 2026 (Dollar amounts in thousands of U.S. dollars):

The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as of December 31, 2025 (Dollar amounts in thousands of U.S. dollars):

18. Other income (expense)

On August 1, 2020, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”), by and between the Company and DISH Wireless L.L.C. ("EchoStar", DISH's post-merger parent). Under the Purchase Agreement and in accordance with the terms and conditions set forth therein, the Company sold to EchoStar its mobile customer accounts that are marketed and sold under the Ting brand (other than certain customer accounts associated with one network operator) (“Transferred Assets”). For a period of 10 years following the execution of the Purchase Agreement, EchoStar will pay a monthly fee to the Company generally equal to an amount of net revenue received by EchoStar in connection with the transferred customer accounts minus certain fees and expenses, as further set forth in the Purchase Agreement.

The Company accounts for investment in entities over which it has the ability to exert significant influence, but does not control and is not the primary beneficiary of, using the equity method of accounting. The Company includes the proportionate share of earnings (loss) of the equity method investees in Other Income. The Company also incurred other non-operational expenses during the period amounting to less than $0.1 million.

The Company recognized the amounts noted in the table below during the three and nine months ended September 30, 2026 and September 30, 2025.

The following table provides additional information relating to Interest expense, net (Dollar amounts in thousands of U.S. dollars):

19. Redeemable Preferred Units

Generate Exit Transaction

On July 27, 2026 (the "Closing"), Tucows entered into the Unit Purchase and Exit Agreement with Generate (the "Exit Agreement"), pursuant to which Tucows acquired all of the outstanding Series A Preferred Units of Ting from Generate, and the units were surrendered, cancelled and retired. The Company evaluated this transaction under ASC 470-60, Troubled Debt Restructurings by Debtors, and concluded that the partial settlement is within the scope of that guidance, as Ting was experiencing financial difficulties at the time of the restructuring and Generate granted a concession it would not otherwise have considered absent those difficulties.

The principal changes in terms effected by the Exit Agreement were the cancellation of Series A Preferred Units, which had a carrying amount, including accrued Preferred Return of $149.3 million immediately prior to the Closing, in exchange for $3.0 million in cash paid to Generate at Closing, together with certain contingent payment obligations payable by Ting and Tucows, each described below. In connection with the settlement, Generate 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 previously asserted notices, including a notice of Return Breach and Trigger Event delivered to the Company in December 2025.

The Exit Agreement includes a $2.0 million contingent payment obligation of Ting, payable to Generate if a separate option held by a Generate-affiliated entity to acquire certain Ting network assets is not exercised within its term (the “Option Expiry Payment”). The Exit Agreement also includes contingent obligations of Tucows to Generate consisting of (i) a payment of $5.0 million payable to Generate if the Company does not make a required $12.5 million investment in Ting within twelve months of Closing (the “Investment Shortfall Payment”); and (ii) a contingent payment equal to any excess proceeds from a qualifying sale of Ting within twelve months of Closing in excess of a specified threshold (the “Excess Proceeds Payment”).

Under ASC 470-60, the total future cash payments specified by the new terms, including contingent payments, are compared with the carrying amount of the obligation being restructured, without regard to the probability that the contingent payments will occur. No gain is recognized on a restructured payable involving indeterminate future cash payments as long as the maximum total future cash payments may exceed the carrying amount of the payable. The Company evaluated the Option Expiry Payment, the Investment Shortfall Payment and the Excess Proceeds Payment and concluded that each is a contingent payment within the scope of this guidance. As the Excess Proceeds Payment is not subject to a stated maximum, the maximum total future cash payments under the new terms is indeterminate, and accordingly, no gain was recognized on the restructuring for the three and nine months ended September 30, 2026.

The $3.0 million paid to Generate at Closing was recorded as a reduction of the carrying amount of the Series A Preferred Units. The remaining carrying amount of $146.1 million is presented as “Deferred gain on restructured debt” within current liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2026. This amount, net of any payments made, will be recognized in earnings when the contingencies are resolved or expire. Under the Exit Agreement, the contingent payment obligations related to the Excess Proceeds Payment and the Investment Shortfall Payment will resolve on or before July 27, 2027, and the contingent payment obligation related to the Option Expiry Payment of $2 million will resolve on or before December 24, 2027.

Series A Preferred Units

On August 8, 2022 (the “Effective Date”), Ting and certain affiliated entities (the "Ting Entities") entered into a Series A Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with Generate; and certain affiliated entities (the "Generate Entities") and closed the transaction on August 11, 2022 (the “Transaction Close”). Ting issued and sold 10,000,000 Series A Preferred Units to Generate at $6.00 per unit, resulting in gross proceeds of $60.0 million. The investment provided an additional $140 million of capital commitments available to Ting over the subsequent three year period, if certain milestones were achieved.

On December 5, 2022, Ting issued and sold an additional 4,583,333 Series A Preferred Units for gross proceeds of $27.5 million. During the year ended December 31, 2023, Ting issued an aggregate of 5,833,333 additional Series A Preferred Units for gross proceeds of $35.0 million. On May 4, 2023, Ting redeemed 5,173,067 Series A Preferred Units for $45.7 million, including a make-whole premium of $14.7 million. The redemption was accounted for as a debt restructuring, and the associated loss was recognized in other income (expense).

Immediately prior to the closing of the Exit Agreement,15,243,600 units were outstanding with an aggregate liquidation preference of $91.5 million, plus a make-whole premium should redemption occur before the fourth anniversary of the Transaction Close and are senior to the Ting common units with respect to sale, dissolution, liquidation or winding up of Ting.

Ting had the option to issue additional Series A Preferred Units through August 8, 2025, subject to milestone achievement. Until this date, Ting was required to pay a standby fee of 0.50% per annum on the undrawn commitment, payable quarterly.

The Series A Preferred Units accrued a preferred return at 15% per annum, subject to adjustment between 13% and 17% based on certain project approval and contribution conditions. The preferred return accrued daily and compounded quarterly. The preferred return accrued during the firsttwo years is not payable unless and until the Series A Preferred Units are redeemed. The preferred return accrued after the second anniversary of the Transaction Close is payable by Ting quarterly.

Ting incurred $0.8 million of legal fees related to the redeemable preferred unit issuance, which had been reflected as a reduction to the carrying amount of the redeemable preferred unit balance and was amortized to interest expense, net in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss over the expectedsix-year term of the instrument.

The liability was initially recorded at fair value and subsequently recorded at the present value of the settlement amount, which includes the preferred return payments required until the instrument's expected maturity on the sixth anniversary of the Transaction Close, August 10, 2028 using the implicit rate of return of the instrument,15%. For the nine month period ended September 30, 2026, Ting recorded an interest expense of $12.1 million, the total of which was accreted. For the year ended December 31, 2025, Ting recorded an interest expense of $19.3 million, of which $14.7 million was accreted. Interest expense related to amortization of issuance costs was $0.1 million in each of those periods.

The following table summarizes the changes in Ting's redeemable preferred units and the remaining obligation to Generate arising from the Exit Agreement (Dollar amounts in thousands of U.S. dollars):

(1)Ting capitalized interest expenses directly attributable to the development of qualifying assets. Qualifying assets include IUS, AUC, equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350. During the three and nine months ended September 30, 2026 Ting capitalized less than $0.1 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets. During the three and nine months ended September 30, 2025 Ting capitalized $0.1 million and $0.2 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets.

Return Breach and Trigger Event

On December 1, 2025, Ting received written notice from Generate asserting that a Return Breach had occurred due to Ting’s failure to pay the quarterly preferred return for the second and third quarter of 2025 and the failure to cure such nonpayment within 60 days of notice from Generate thereof. Generate further asserted that such Return Breach constituted a Trigger Event under the Ting Fiber LLC Amended and Restated Limited Liability Company Agreement, dated as of August 11, 2022 (the "LLC Agreement") and reserved its rights to pursue available remedies under the LLC Agreement and applicable law. Such remedies included the right to elect conversion of the Series A Preferred Units into common units of Ting and a call right to purchase certain fiber network assets of Ting at the lower of the fair market value of such assets, and the aggregate invested capital in such assets plus 10%. These rights were terminated in connection with the Exit Agreement.

Additionally, as a result of the Return Breach and related Trigger Event asserted by Generate on December 1, 2025, until the closing date of the Exit Agreement, Generate had the ability, at its option, to make a request for redemption of all Series A Preferred Units, requiring Ting to redeem all outstanding Series A Preferred Units within 30 days of such request (a "Redemption Request"). The redemption price under such a request included the original issue price, any unsatisfied preferred return, as well as a make-whole premium. As Ting would have been required to settle the obligation within 30 days of a Redemption Request being submitted, the redeemable preferred units were reclassified from long term to current liabilities in the Condensed Consolidated Balance Sheet as of December 31, 2025. If Ting did receive a Redemption Request from Generate, Ting would have been required to pay Generate an estimated $204.9 million, representing the redemption price. Generate never submitted a redemption request, and payment of the Redemption Price did not become due.

20. Commitments and Contingencies

(a)The Company has several non-cancelable lease and purchase obligations primarily for general office facilities, service contracts for mobile telephone services and equipment that expire over the nextten years. Future minimum payments under these agreements are as follows (Dollar amounts in thousands of U.S. dollars):

(1)Purchase obligations include all other legally binding service contracts for mobile telephone services and other operational agreements to be delivered during the remainder of 2026 and subsequent years

(2)Purchase obligations include minimum revenue commitments of $16.3 million with the Company's Mobile Network Operator partner for the term of the agreement

(b)On February 9, 2015 Ting Fiber, Inc. (“Ting Fiber”) entered into a lease and network operation agreement with the City of Westminster, Maryland (the “City”) relating to the deployment of a new fiber network throughout the Westminster area (“WFN”). Under the agreement, the City will finance, construct, and maintain the WFN which will be leased to Ting for a period of ten years. The network will be constructed in phases, the scope and timing of which shall be determined by the City, in cooperation with Ting.

Under the terms of the agreement, Ting may be required to advance funds to the City in the event of a quarterly shortfall between the City’s revenue from leasing the network to Ting and the City’s debt service requirements relating to financing of the network. Ting could be responsible for shortfalls between $50,000 and $150,000 per quarter. In 2016, the City entered into financing for the construction of the WFN which allows the City to draw up to $21.0 million from their lenders over the next five years with interest only payments during that period with a loan maturity of 30 years. As of September 30, 2026, the City has drawn $16.2 million and the City’s revenues from Ting exceeded the City’s debt service requirements. The Company does not believe it will be responsible for any shortfall in the remainder of 2026.

(c)On November 4, 2019 Ting entered into an access and use agreement with Netly, LLC (“Netly”). Netly was subsequently acquired by Ubiquity California, LLC ("Ubiquity"). The agreement establishes atwelve-year term wherein Ting will be granted the right to act as an Internet service provider for fiber-optic networks to be constructed in and around the cities of Solana Beach, Encinitas and Carlsbad California. Under the terms of the agreement, Ting will have a 3-year “Headstart” period over each completed segment of the network, whereby Ting shall be the exclusive provider of services to subscribers during the “Headstart” period. Netly is fully responsible for constructing, operating and maintaining a wholesale fiber optic network, as well as the financing of those activities.

Ting is responsible for paying a fee per subscriber to Netly, as well as an unlit door fee for each serviceable address not subscribed. Through a “take or pay” arrangement, Ting has agreed to certain minimum charges based on minimum subscriber rates. To the extent that construction of the fiber optic network is complete, our minimum commitments have been included in the contractual lease obligations in "Note 13. Leases". The Company has had an ongoing billing dispute with Netly regarding the rates and methodology under which it can invoice our Ting Fiber division for our operations. In July 2026, Netly executed a release of approximately $0.9 million of previously accrued amounts relating to periods prior to the settlement, in resolution of the dispute. The release did not require any payment by the Company and relates only to the historical disputed invoicing; Netly has agreed to apply a corrected invoicing methodology prospectively however the release does not cover invoices for periods after that date and the dispute remains open for periods since July 2026. As of September 30, 2026, the Company has accrued $0.2 million for amounts it considered probable and estimable.

(d)On January 7, 2022, Ting Fiber entered into a 25-year lease agreement with Colorado Springs Utilities (“CSU”), a municipally owned utility. The lease agreement named Ting Fiber the anchor tenant on a city-wide fiber network that is intended to pass a maximum of 275,000 homes in Colorado Springs, Colorado. CSU began construction in Q2 of 2023. The lease obligates Ting Fiber, and its ultimate parent the Company, to pay a per month fee for addresses passed by the network (as they are passed and become serviceable for customers to connect to the network) and for certain fiber infrastructure, including co-location space. Based on the Company's current projection of approximately 150,000 homes to be passed, total lease costs over the remaining term are estimated at approximately $322.8 million, however the minimum fees are variable based on the percentage completion of the fiber optic network and these costs may be higher should the timing of delivery or amount of addresses passed be different from our estimate. Future committed fees associated with completed portions of the network have been included in the contractual lease obligations. Future fees associated with portions of the network that have yet to be constructed have not been considered an unconditional purchase obligation. On October 21, 2026, Ting entered into agreements to assign this lease to Google Fiber Colorado, LLC and to terminate the Company’s parent guaranty, following closing and satisfaction of certain post-closing obligations to CSU. Closing is currently scheduled for March 31, 2027 and is subject to customary conditions. Until closing, Ting remains the tenant and the obligations described above continue to apply. See "Note 22. Subsequent Events" for further information.

(e)On May 11, 2022, Ting, entered into a "Rights-of-Way" agreement with the City of Alexandria, Virginia whereby the City granted Ting the right to install, place, construct, maintain, operate, upgrade, repair, and replace a Communications System to provide Broadband Services within the Public Rights-of-Way (a space in, upon, above, along, across, over and below the public and City-owned property that is used as a public rights-of-way) for a fee. Per the agreement, Ting is to pay the City throughout the 20-year term of the agreement, an amount equal to 3% of Ting's Broadband Revenues once the network is live, and subscribers are obtained, and this fee is to be paid on a quarterly basis. The agreement commenced once Ting Fiber launched its network in Alexandria in March 2023. Since these fees are currently variable in nature, they have not been considered an unconditional purchase obligation for the purposes of the table in Note 20(a).

(f)On November 1, 2023, the Company, entered into a Network Access and Use Agreement with Blue Suede Networks, LLC, (now mStreet Fiber Memphis, LLC), which granted Ting Fiber the right to use the fiber communications network to be constructed by Blue Suede Networks, LLC to provide high-speed broadband Internet Access services to end-user residential and small and medium sized business customers in the city of Memphis, Tennessee. On July 31, 2026, the Company and mStreet Fiber Memphis, LLC entered into a Wholesale Master Service Agreement, which terminated and replaced the original agreement without a termination penalty.

The Wholesale Master Service Agreement reduced the Company's minimum commitments as disclosed in Note 13. Future fees associated with portions of the network that have not yet been constructed have not been considered an unconditional purchase obligation for the purposes of the table in Note 20(a).

(g) In connection with the Exit Agreement, on June 24, 2026, Ting, entered into an Option Purchase Agreement (the "Option Agreement") with Ubiquity, an entity affiliated with Generate. The Option Agreement grants Ubiquity an exclusive option to acquire specified Ting network assets, subscriber contracts and property access agreements located in Solana Beach, Encinitas and Carlsbad, California, for a fixed purchase price of $2.0 million. Ubiquity may exercise this option during an initial period oftwelve months from June 24, 2026, which Ubiquity may elect to extend for a furthersix months.

(h) In the normal course of its operations, the Company becomes involved in various legal claims and lawsuits. The Company intends to vigorously defend these claims. While the final outcome with respect to any actions or claims outstanding or pending as of September 30, 2026 cannot be predicted with certainty, management does not believe that the resolution of these claims, individually or in the aggregate, will have a material adverse effect on the Company’s financial position.

21. Additional Financial Information

The following tables provide additional financial information related to our Condensed Consolidated Financial statements:

Inventories

The components of the inventories as of September 30, 2026 and December 31, 2025 were as follows (Dollar amounts in thousands of U.S. dollars):

22. Subsequent Events

(a) Ting Exit of Colorado Springs Market

On October 21, 2026 Ting, an indirect wholly owned subsidiary of Tucows Inc., 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 CSU, as of December 17, 2021, as amended (the “CSU 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. CSU has irrevocably consented to the assignment and novation. gFiber will not assume any liability of Ting relating to periods before the Closing Date, and Ting will have no liability under the CSU Lease for obligations arising on or after the Closing Date. The closing is subject to customary conditions, including the absence of an uncured material breach by Ting of its 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 CSU 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 CSU 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 disclosed in "Note 20. Commitments and Contingencies" Ting's aggregate payment obligations under the CSU Lease were estimated at approximately $322.8 million for the remaining term of the CSU 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 Company is currently assessing the impact of these agreements on its consolidated financial statements. The agreements were entered into after September 30, 2026 and have not been reflected in these condensed consolidated financial statements.