TUCOWS INC /PA/

COMPENSATION DISCUSSION AND ANALYSIS

Philosophy

We recognize that our success depends to a great degree on the integrity, knowledge, imagination, skill, diversity and teamwork of our employees. To this end, attracting and retaining the level of executive talent we need to be successful in accomplishing our mission of providing simple useful services that help people unlock the power of the Internet is a key objective of our executive compensation program. Our executive compensation program is designed to ensure we have the talent we need to maintain our current high-performance standards and grow our business for the future. As such, we aim to provide competitive compensation packages for all our key positions, including our Named Executive Officers (“NEOs”) that are guided by market rates and tailored to account for the specific needs and responsibilities of the particular position as well as the performance and unique qualifications of the individual employee. For Fiscal2025, our NEO's included Messrs. Woroch, Ivanov, Reilly, and Fausett. Mr. Noss is also an NEO for Fiscal2025 due to his position as Chief Executive Officer until* November 6, 2025.We donot* have any other executive officers.

This Compensation Discussion and Analysis (“CD&A”) provides comprehensive information about our executive compensation program for our Fiscal2025 NEOs, who are listed below, and provides context for the decisions underlying the compensation reported in the executive compensation tables in this Annual Report. Our NEOs are:

Mr. Woroch became Chief Executive Officer of Tucows on November 6, 2025,Mr. Ivanov become the Chief Executive Officer of Ting on November 6, 2025.Mr. Noss served as Chief Executive Officer until his resignation effective November 6, 2025.*

Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long- term performance goals in a market-competitive and fiscally responsible manner, while creating value for our shareholders. We design our executive compensation program so that a substantial amount of our NEOs’ compensation is performance-based to ensure that the actual compensation paid to our executives is appropriately aligned with Company performance and long-term shareholder interests. Beginning Fiscal2023 the Company enhanced the linkage between individual compensation and Company performance by determining variable compensation based on scorecards comprised of organizational targets aligned to each executive's area of responsibility. In addition, long-term equity awards, including parent company and subsidiary stock options, further align executive interests with shareholder value creation. More specifically, our executive compensation programs are designed to:

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Overview of Pay Elements and Linkage to Compensation Philosophy and Objectives

We believe the following elements of our compensation program help us to realize our compensation philosophy and objectives:

The weight of each of these components has to datenot been determined by any particular formula, although our overall mix of total compensation has historically emphasized retention value. The specific mix of components has been and will continue to be within the discretion and business judgment of our Board and the Compensation Committee, which has placed greater emphasis on considerations specific to the individual holding a particular executive position rather than on general market data.

At the2023 Annual Meeting, a majority of our stockholders approved, as recommended by our Board, a proposal for our stockholders to be provided with the opportunity to cast a non-binding advisory vote on compensation of our NEOs everythree years. Our Board believed that this frequency would be appropriate as a triennial vote would provide the Company with sufficient time to engage with stockholders to understand and respond to the “say-on-pay” vote results and to put in place any changes to the Company’s compensation program as a result of such discussions, if necessary. The next stockholder advisory (non-binding) vote on executive compensation will be held at our2026 Annual Meeting.

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Stock Grant Practices

The Company maintains a structured process for granting stock options to ensure consistency, transparency, and adherence to corporate governance practices. Stock option awards to executive officers and employees are granted by and at meetings of the Compensation Committee on a predetermined schedule. The Compensation Committee doesnot consider material nonpublic information when determining the timing or terms of stock option awards. Historically, annual equity awards for executive officers have been granted on or around the date of the Company’s annual meeting of shareholders.

In addition to the annual grant cycle, stock awards* may*be issued at other times throughout the year for new hires, employee promotions, and other special circumstances. The Compensation Committee has delegated the authority to approve off-cycle grants to employees, other than executive officers, to the People Team, subject to the guidelines established by the Compensation Committee.

Stock option grants to non-employee directors are based on a predetermined formula and are automatically granted on the date of the annual meeting of shareholders to each non-employee director serving immediately following such meeting. Additional information regarding non-employee director compensation can be found in the “Item10. Director, Executive Officers and Corporate Governance –Director Compensation” of this Annual Report.

During Fiscal2025, the Company didnot grant equity awards to its named executive officers within thefour business days preceding or theone business day following the filing of a periodic report on Form10-Q or Form10-K or the filing or furnishing of a Form8-K that disclosed material nonpublic information. The Company doesnot time the disclosure of material nonpublic information for the purpose of influencing the value of stock option grants or executive compensation.

Determining Total Compensation

Base Salary

With respect to each NEO, in determining total compensation, the Compensation Committee considers the Company’s compensation philosophy as outlined above, comparative market data and specific factors relative to each NEO’s responsibilities and performance. We donot specifically benchmark compensation for our NEOs in terms of picking a particular percentile relative to other people with similar titles at peer group companies. We believe that many subjective factors unique to each NEO’s responsibilities and performance arenot adequately reflected or otherwise accounted for in a percentile-based compensation determination.

In addition, in determining the appropriate level of total compensation for our NEOs, the Compensation Committee (i) reviews and considers the performance of each NEO, and (ii) considers, for each NEO, the estimated amount of total compensation:

Management, including the VP People, reviews comparative data derived from market research and other publicly available information and develops compensation recommendations for the NEOs. The CEO provides input with respect to the compensation of executive officers other than himself, and the Compensation Committee reviews and determines the total compensation for each NEO as it deems appropriate.

The CEO’s total compensation is determined by the Compensation Committee outside the presence of the CEO. The Committee’s decision regarding total compensation for the CEO is based on the philosophy outlined above and includes a review of comparative data and consideration of the accomplishments of the CEO in developing the business strategy for the Company, the performance of the Company relative to this strategy and his ability to attract and retain senior management. In establishing the CEO’s total compensation, the Compensation Committee is also mindful of the prior results of the shareholder’s Advisory Vote on Executive Compensation.

We provide a base salary to our NEOs to compensate them for the scope and responsibilities of their roles and to provide a stable component of total compensation. The base salaries of all NEOs are reviewed annually and adjusted, when appropriate, to reflect individual roles and performance as well as market conditions.

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In Fiscal2025, the Company discontinued the monthly car allowance previously provided to Mr. Noss and Mr. Woroch. To maintain total cash compensation at substantially the same level, the annual value of the automobile allowance was incorporated into their respective base salaries. Mr. Woroch and Mr. Ivanov received base salary adjustments as part of the annual compensation review process.

Annual Cash Incentive Bonuses

We use annual cash incentive bonuses to communicate specific goals that are of primary importance during the coming year and motivate our senior officers and NEOs to achieve these goals. Each year, we assess if our corporate financial and strategic objectives are optimally aligned with our management incentive compensation plan to motivate and reward our senior executives, including our NEOs, to attain specific short-term performance objectives that, in turn, further our long-term business objectives. These objectives are based upon corporate or service-related targets, rather than individual objectives. In setting target payout levels under our management incentive compensation plan, our Compensation Committee considers historical payouts, the total cost to the Company should performance objectives be achieved and our retention needs.

The Compensation Committee determines the initial level of funding for the annual incentive bonus pools during the annual budgeting process and approves provisional semi-annual payments, computed on a pro-rata basis, based on semi-annual minimum year-to-date targets for our senior officers, including NEOs, taking into account the Company’s actual performance on a year-to-date basis. The future holdback percentage could be adjusted for each semi-annual period should circumstances warrant it. The Compensation Committee retains the right to interpret, rescind, prescribe, amend or suspend payment under our management incentive compensation plan at any time. Changes made by the Compensation Committee will however only be on a prospective basis so willnot impact any semi-annual rights our NEO’s and senior officers* may*have up to the date of the change.

The performance goals under our management incentive compensation plan consists oftwo components; namely, an incentive bonus and an overachievement bonus, each with established thresholds and maximum achievement levels.

For the incentive bonus component, achievement of established targets for each NEO will equate to100% of the bonus being paid. Where75% of an established target is achieved (“floor level”) this will result in50% of the bonus being paid. Below the floor levelno bonus is payable. In those cases, where achievement is between the floor level and the established target, straight-line interpolation is applied from the established target levels.

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The table below summarizes the2026 and2025 incentive bonus opportunities for our NEOs.

Our Compensation Committee determined the achievement of the financial objectives applicable under the management incentive compensation plan for2025 had been partially achieved.

In connection with the Compensation Committee’s annual review process, the Committee also approved a new set of performance goals under our management incentive compensation plan for Fiscal** 2026 and decidednot to increase the incentive bonus target opportunity for our NEOs.

Equity-Based Awards

We believe that equity-based awards encourage our NEOs to focus on the long-term performance of our business. Our Board grants equity awards to executives and other employees in order to enable them to participate in the long-term appreciation of our stock price. Additionally, we believe our equity awards provide an important retention tool for our NEOs, as they are subject to multi-year vesting. The equity awards can be Company Options and Subsidiary Options. To date, we havenot adopted stock ownership guidelines for our NEOs.

Historically, we have granted equity-based awards in the form of Company Options, including options granted at the commencement of employment and additional awards each year. The size of the initial option grant made to each NEO upon joining our company is primarily based on competitive conditions applicable to the NEO's specific position. For subsequent equity grants to our NEOs, our Corporate Governance, Nominating and Compensation Committee receives input from our CEO and the People Team leadership.

In connection with its annual review process, the Corporate Governance, Nominating and Compensation Committee approved, effective* June 17, 2025,the following Company Option awards to Messrs. Noss, Woroch and Fauset. These options vest in equal installments on each of thefirst* four anniversaries of the grant date, generally subject to the NEO's continued employment with us.

In connection with his promotion to Chief Executive Officer, the Compensation Committee approved a grant of20,000 stock options to Mr. Woroch on* November 26, 2025under the Company’s equity compensation plan. The Committee determined that this award supports the Company’s executive compensation objectives by aligning Mr. Woroch’s interests with long-term shareholder value and promoting retention. The options vest infour* equal annual installments beginningone year after the grant date and have an exercise price equal to the fair market value of the Company’s common stock on the date of grant.

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In* September 8, 2025,the Compensation Committee approved a grant of20,000* stock options to Mr. Ivanov, Chief Financial Officer, in recognition of his increased responsibilities and contributions to the Company. The award was granted under the Company’s equity compensation plan to reinforce alignment with the Company’s long-term performance objectives and support retention. These options vest infour equal annual installments beginningone year after the grant date and have an exercise price equal to the fair market value of the Company’s common stock on the date of grant.

Please see “Note15. Stock Option Plans” to Consolidated Financial Statements, for a detailed description of these plans.

The following table sets forth the number of Company Options granted in Fiscal2025 and their corresponding aggregate grant date fair value as of* December 31, 2025*.

The following table sets forth the number of Subsidiary Options granted in Fiscal2025 and their corresponding aggregate grant date fair value as of* December 31, 2025*

(1) Mr. Woroch became Chief Executive Officer of Tucows Inc on* November 6, 2025.Mr. Noss served as Chief Executive Officer until his resignation effective November 6, 2025.*

During Fiscal2025 options exercised and vested for our named executive officers were as follows:

(1) Mr. Woroch became Chief Executive Officer of Tucows Inc on* November 6, 2025.Mr. Noss served as Chief Executive Officer until his resignation effective November 6, 2025.*

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Severance and Change of Control Benefits

Our Board believes that it is necessary to offer senior members of our executive team severance benefits to ensure that they remain focused on executing our strategic plans, including in the event of a proposed or actual acquisition. We have entered into employment agreements with our NEOs to provide them with additional severance benefits upon an involuntary termination of employment under specified circumstances prior to and following a change of control. The terms of these agreements are described below in "Potential Payments on Termination or Change in Control."

Perquisites

We donot provide any significant perquisites or other personal benefits to our NEOs.

Benefits

We provide the following benefits to our NEOs. We believe these benefits are typical of the companies with which we compete for employees:

Certain Corporate Governance Considerations

We currently donot require our executive officers to own a particular number of shares of our common stock. The Compensation Committee is satisfied that stock and option holdings among our executive officers are sufficient at this time to provide motivation and to align their interests with those of our stockholders. However, we prohibit all directors and employees from hedging their economic interest in the Company securities that they hold.

Tax Considerations

We donot provide any tax gross-ups to our executive officers or directors.

In designing our compensation programs, the Compensation Committee considers the financial accounting and tax consequences to Tucows as well as the tax consequences to our employees. In determining the aggregate number and mix of equity grants in any fiscal year, the Compensation Committee and management consider the size and share-based compensation expense of the outstanding and new equity awards.

Section162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies for annual compensation over*$1* million (per individual) paid to their chief executive officer, chief financial officer and the nextthree most highly compensated executive officers (as well as certain other officers who were covered employees in years after2016). As a result, most of the compensation payable to our NEOs in excess of*$1* million per person in a year willnot be fully deductible.

Tax deductibility isnot the primary factor used by the Committee in setting compensation, however, and corporate objectives* maynot* necessarily align with the requirements for full deductibility under Section162(m). Our Compensation Committee hasnot adopted a formal policy regarding tax deductibility of compensation paid to our NEOs. We believe it is important and in the best interests of our shareholders to preserve flexibility in administering compensation programs as corporate objectives* maynot* always be consistent with the requirements for full deductibility under Section162(m).

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Compensation Risk Assessment

The Compensation Committee oversaw the performance of a risk assessment of our Executive Compensation Program to ascertain any potential material risks that* maybe created by this program. Because performance-based incentives are used in our executive compensation program, it is important to ensure that these incentives donot* result in our NEOs taking unnecessary or excessive risks or any other actions that* may*conflict with our long-term interests. The Compensation Committee considered the following attributes of our Executive Compensation Program:

The Compensation Committee focuses primarily on the compensation of our NEOs because risk-related decisions depend predominantly on their judgment. The Compensation Committee believes that risks arising from our policies and practices for compensation of other employees arenot reasonably likely to have a material adverse effect on us.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing CD&A with management and, based on such review and discussions, the Compensation Committee has recommended to the Board that the CD&A be included in this Annual Report.

Submitted by the following members of the Compensation Committee:

Stephan Uhrenbacher (Chair) Laurenz Nienaber Allen Taylor

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Summary Compensation Table

The following Summary Compensation table provides a summary of the compensation earned by our NEOs, comprising our Chief Executive Officer, our Chief Financial Officer, and ourtwo most highly compensated executive officers for services rendered in all capacities during2025. Specific aspects of this compensation are dealt with in further detail in the tables that follow. All dollar amounts below are shown in U.S. dollars. If necessary, amounts that were paid in Canadian dollars during Fiscal2025 were converted into U.S. dollars based upon the exchange rate of1.3979 Canadian dollars for each U.S. dollar, which represents the average exchange rate for2025.

Of the2025 amount, the following amounts representing the bonus for thethird andfourth quarter will be paid in* March 2026:*

Of the2024 amount, the following amounts representing the bonus for thethird andfourth quarter were paid in* March**2025*:

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Of the2023 amount, the following amounts representing the bonus for thethird andfourth quarter were paid in* February**2024*:

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Executive Pay Ratio

During Fiscal2025 more thanone individual served as PEO at different times during the year. In accordance with Instruction10 to Item402(u) of Regulation S-K, the Company determined to use the annual total compensation of the individual serving as PEO on* December 31, 2025,Mr. Woroch, for purposes of calculating the pay ratio. Mr. Woroch’s compensation was annualized based on his base salary and target annual incentive opportunity in effect as of December 31, 2025.For Fiscal2025,* the annualized total compensation of our PEO was*$949,520* and the annual total compensation of our median employee was*$75,493.* Based on this information, the ratio of the annual total compensation of our PEO to that of our median employee was approximately13 to1.

The pay ratio was determined using a measurement date of* December 31, 2025and based on employees active as of that date. To identify the median employee, the company used annual base salary plus target annual incentive opportunity as the consistently applied compensation measure. The Company (i) calculated the sum of annual base salary and target annual incentive opportunity for each employee (excluding the PEO), (ii) ranked such amounts from lowest to highest, and (iii) identified the median employee. For employees paid in currencies other than U.S. dollars, compensation amounts were converted to U.S. dollars using the applicable exchange rates in effect as of December 31, 2025.*

Grants of Plan-Based Awards

The following table sets forth information concerning Company plan-based awards granted to our NEOs in2025:

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The following table sets forth information concerning Subsidiary plan-based awards granted to our NEOs in2025:

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning Company Stock Options held by the named executive officers as of* December 31, 2025*:

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The stock options grants listed in the above table were issued under our2006 Plan.

Under the2006 Plan, these options primarily vest over a period offour years and have a7-year term. These options arenot exercisable forone year after the grant. Thereafter they become exercisable at the rate of25% per annum, becoming fully exercisable after thefourth year.

The following table sets forth information concerning subsidiary stock options held by the named executive officers as of* December 31,*2025:

(1)Mr. Noss served as Chief Executive Officer until his resignation effective* November 6, 2025.*

The stock option grants listed in the above table were issued under the Wavelo, Inc.2022 Equity Compensation Plan ("Wavelo ECP") and the2022 Ting Equity Compensation Plan ("Ting ECP") adopted in2022 and2023 respectively.

Under the Wavelo ECP, these options primarily vest over a period ofthree years and have a7-year term. For the initial grants under the plan, thefirst 25% became exercisable withinthree months and vesting ratably monthly thereafter, after thethird year.

Under the Ting ECP, these options primarily vest over a period offour years and have a10-year term.

Director Compensation

The required information regarding our director compensation is set forth in Part III, Item 10 “Directors, Executive Officers and Corporate Governance” of this Annual Report and is incorporated herein by reference.

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Potential Payments on Termination or Change in Control

We have certain agreements that require us to provide compensation to our NEO in the event of a termination of employment or a change in control of Tucows. These agreements are summarized following the table below and donot include any payment for termination for cause. The tables below show estimated compensation payable to each NEO upon various triggering events. Actual amounts can only be determined upon the triggering event.

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Employment Agreements—Termination

Employment contracts are currently in place for each of the NEOs. These employment contracts detail the severance payments that will be provided on termination of employment and the consequent obligations of non-competition and non-solicitation.

The following details the cash severance payment that will be paid to each of the named executive officers in the event of termination without cause.

Upon termination without cause, Messrs. Ivanov, Reilly and Fausett are each entitled to a severance payment as set forth in their respective employment agreements. Severance payments can be made in equal monthly installments. Messrs. Ivanov, Reilly and Fausett are each bound by a standard non-competition covenant for a period oftwelve months following their termination.

For Mr. Ivanov, severance consists oftwelve months of base salary if termination occurs prior to the18-month anniversary of* July 15, 2024,and thereaftersix* months of base salary plusone week of base salary for each completed year of service, subject to a maximum oftwenty-four months of base salary.

For Mr. Fausett, severance consists ofsix months of base salary plusone additional month of base salary for each completed year of service, subject to a maximum oftwenty-four months of base salary.

For Mr. Reilly, severance costs oftwelve months of base salary plusone additional month of base salary for each completed year of service, subject to a maximum oftwenty-four months of base salary.

Effective* November 6, 2025,Mr. Woroch was appointed President and Chief Executive Officer and entered into a new fixed-term employment agreement with an initial term ending November 30, 2029.*Under this fixed term employment agreement, upon termination without cause, Mr. Woroch is entitled to:

These payments and benefits are subject to applicable withholdings and deductions and constitute Mr. Woroch’s exclusive contractual entitlements upon termination without Cause, subject to statutory entitlements under applicable employment standards legislation.

For purposes of the employment agreements, “cause” is defined to mean the executive’s conviction (or plea of guilty or nolo contendere) for committing an act of fraud, embezzlement, theft or other act constituting a felony or willful failure or an executive’s refusal to perform the duties and responsibilities of his position, which failure or refusal isnot cured within30 days of receiving a written notice thereof from our Board.

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Employment Agreements—Change in Control

Under his employment agreement, Mr. Woroch’s agreement, in the event of a Change in Control (as defined in the agreement) and a termination of Mr. Woroch’s employment in connection therewith, Mr. Woroch would be entitled to an enhanced severance package consisting of:

For purposes of the agreement, a “Change in Control” generally includes: (i) the sale or disposition of all or substantially all of the Company’s assets for cash proceeds; (ii) the acquisition by any person or group of more than50% of the combined voting power of the Company’s outstanding securities; or (iii) the consummation of a merger or similar transaction resulting in cash proceeds to shareholders, unless the Company’s pre-transaction shareholders continue to hold more than50% of the voting power of the surviving entity in substantially the same proportions.

The employment agreements of Messrs. Ivanov, Fausett and Reilly donot provide for enhanced cash severance upon a Change in Control, and equity awards under the Company's equity compensation plan accelerate only at the discretion of the Plan Administrator.

All payments are subject to applicable withholdings and deductions.

Separation of Elliot Noss

On* November 6, 2025,Tucows Inc. (the “Company”) announced that Elliot Noss stepped down from his position as President and Chief Executive Officer of the Company, effective November 6, 2025 (the “Separation Date”), and from any other positions held with the Company and any of the Company’s subsidiaries. In connection with his departure, the Company and Mr. Noss entered into a mutual separation agreement dated as of November 6, 2025 (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Noss is entitled to receive severance benefits, including: (i) a cash payment of$2,500,000;* (ii) accelerated vesting of certain outstanding equity awards which hadno intrinsic value as of the Seperation Date because the Company's exercise price exceeded the Company's closing stock price on* November 6, 2025; (iii) continuation of group health and dental benefits (including executive health benefits) through November 6, 2027with an estimate aggregate cost of the Company of approximately$25,000;* and (iv) reimbursement of legal fees incurred in connection with the Separation Agreement, up to a maximum of*$15,000*. Receipt of these benefits is conditioned upon Mr. Noss’s execution of a Release and Indemnity Agreement and continued compliance with the post-employment restrictive covenants contained in his employment agreement with the Company dated* January 22, 2003 (the “Employment Agreement”), including the confidentiality and non-solicitation provisions therein, except that the Company has waived the requirements of Section7*(a) of the Employment Agreement. For additional information regarding potential payments upon termination of employment, see “Potential Payments Upon Termination or Change in Control” included elsewhere in this Annual Report on Form10-K.

Compensation Committee Interlocks and Insider Participation

The members of the Governance Committee, which prior to* May 21, 2025was the Corporate Governance, Nominating and Compensation Committee, are Mr. Matheson (Chair), Dr. Matz, and Mr. Uhrenbacher. As of May 21, 2025,the Company formed a separate Compensation Committee whose members are Mr. Uhrenbacher (Chair), Mr. Nienaber, and Mr. Taylor. To ensure that our compensation policies are administered in an objective manner, our prior Corporate Governance, Nominating and Compensation Committee and, as of May 21, 2025,the Compensation Committee are comprised entirely of independent directors.No member of our prior Corporate Governance, Nominating and Compensation Committee and, as of May 21, 2025,the Compensation Committee has ever been an officer or employee of the Company or its subsidiaries.None of our executive officers serves as a member of the board of directors or compensation committee of any entity that hasone* or more executive officers on our Board or our prior Corporate Governance, Nominating and Compensation Committee and, as of* May 21, 2025,*the Compensation Committee.

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