ATN International, Inc.

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Pay Ratio Disclosure

Pursuant to rules adopted pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K we have included in this Proxy Statement a reasonable estimate of our Chief Executive Officer to median employee pay ratio for 2025 annual compensation. We identified the median employee based on 2025 taxable wages for all individuals, excluding our former Chief Executive Officer, Mr. Martin, employed by us on December 31, 2025 (whether employed on a full-time, part-time, or seasonal basis). For such employees, we annualized compensation for any full-time employees not employed for the entire 2025 fiscal year, but not for any part-time employees. Other than as set forth above, we did not make any assumptions, adjustments, or estimates with respect to taxable wages. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2025 Summary Compensation Table set forth elsewhere in this Proxy Statement. The annual total compensation of our median employee for 2025 was approximately $55,308. As disclosed in the Summary Compensation Table, our former Chief Executive Officer’s annual total compensation for 2025 was $3,035,458. Based on the foregoing, our estimate of the ratio of the annual total compensation of our former Chief Executive Officer for 2025 to the median of the annual total compensation of all other employees was approximately 55:1.

Pay Versus Performance Table

The SEC has adopted rules (as required by the Dodd-Frank Act) requiring disclosure of the relationship between the executive compensation actually paid and the financial performance of the Company. The below table outlines, in addition to the amounts listed in the Company’s Summary Compensation Table, the total Compensation Actually Paid (“CAP”) for the principal executive officer, which is the Company’s Chief Executive Officer (“CEO”), and the average of the total compensation actually paid for the Non-CEO Named Executive Officers (“NEOs”), which include the Company’s Executive Chairman, Chief Financial Officer, Senior Vice President and General Counsel, and Senior Vice President, Corporate Development, for the year as indicated. Additionally, the table includes the Company-Selected Measure of Adjusted EBITDA, a non-GAAP financial measure, as defined and described in more detail below. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis section beginning on page 26.

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(a)

Each year is from January 1−December 31 of the indicated year.

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(b)

The dollar amounts reported for the fiscal year 2025 are the amounts of total compensation reported for our CEO, Mr. Martin, in the Summary Compensation Table (“SCT”). The dollar amounts reported for fiscal years 2023, 2022, and 2021 are the amounts of total compensation reported for our CEO, Mr. Prior, in the SCT.

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(c)

The dollar amounts donot reflect the actual amounts of compensation paid to or received by our CEO or other NEOs during the applicable year but rather are “Compensation Actually Paid” as such term is defined under applicable SEC rules. The amounts include the year-end value of equity awards granted during the reported year and the change in the value of equity awards, granted in previous years that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. See below for calculation of CAP to the CEO and

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Non-CEO NEOs. For 2024, our Non-CEO NEOs were Messrs. Doglioli, Leon and Prior and, Ms. Mabey. For 2023 and 2022, our Non-CEO NEOs were Messrs. Benincasa, Leon and Martin and, Ms. Mabey. For 2021, our Non-CEO NEOs were Messrs. Benincasa, Kreisher and Martin, and Ms. Mabey.

(d)

Calculated as cumulative total shareholder return as if $100 was invested in Company common stock on December 31, 2020 measured through the end of the applicable year.

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(e)

We used our peer group for purposes of Item 201(e) of Regulation S-K to calculate peer group total shareholder return, the Nasdaq Small Cap Telecommunications Services Index. Calculated as cumulative total shareholder return as if $100 was invested in the Nasdaq Small Cap Telecommunications Services Index on December 31, 2020 measured through the end of the applicable year.

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(1)

The dollar amounts shown are average amounts for all NEO’s other than the CEO.

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The Board currently considers Adjusted EBITDA, a non-GAAP financial measure, to be the most important financial performance measure used to link CAP of the CEO and Non-CEO NEOs to Company performance. The Company defines Adjusted EBITDA as operating income (loss) before depreciation and amortization expense, transaction-related charges, one-time impairment or special charges, non-cash stock-based compensation and the gain (loss) on disposition of assets. The Company regularly reports on this metric to investors in its quarterly earnings releases and believes that the inclusion of these non-GAAP financial measures (and the associated reconciliations to the nearest GAAP financial measures) helps investors gain a meaningful understanding of the Company’s core operating results and enhances the usefulness of comparing such performance with prior periods. Accordingly, the Board considers Adjusted EBITDA as the best measure to track Company performance, as well as to align executive compensation with such performance.