Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-32600 Tucows Inc. (Exact Name of Registrant ...

Core Viewpoint - Tucows Inc. has shown resilience in its stock performance, outperforming the broader market despite challenges in the subindustry and has reported a strategic focus on long-term growth initiatives [1][2]. Financial Performance - In Q4 2025, Tucows reported net revenues of $98.7 million, a 6% increase from $93.1 million year-over-year [3]. - Gross profit for the quarter rose 14% year-over-year to $24.1 million, driven by a favorable revenue mix and improved margins [3]. - The company posted a net loss of $22 million, or $1.98 per share, an improvement from a net loss of $42.5 million, or $3.86 per share, in the same quarter last year [4]. - For the full year 2025, revenues reached $390.3 million, an 8% increase from 2024, while adjusted EBITDA increased by 45% year-over-year to $50.6 million, surpassing management's guidance [4]. Segment Performance - The Domains and Wavelo segments generated combined revenues of $78.1 million in Q4 2025, with Domains Services contributing $66.4 million [5]. - Gross profit from Domains increased to $19.2 million, and adjusted EBITDA rose to $12.5 million, supported by strong demand for value-added services [5]. - Wavelo's revenues grew to $11.7 million from $9.9 million year-over-year, with gross profit at $6.6 million, although adjusted EBITDA slightly declined to $3.4 million due to increased investments [7][8]. Ting Internet and Strategic Initiatives - Ting Internet generated Q4 revenues of $18.5 million, up from $15.7 million a year earlier, with gross profit improving to $1.6 million [9]. - The company is exploring strategic alternatives for the Ting segment, including a potential divestiture, to enhance financial flexibility and focus on core businesses [10]. - Ting is positioned to benefit from the shift towards fiber-based broadband in the U.S., which could support subscriber growth [11]. Capital-Light Strategy - Tucows is shifting towards a capital-light operating model focused on scalable technology platforms, with core businesses generating recurring revenue streams [12]. - The Domains segment manages over 21 million domain names through a global network of more than 33,000 resellers [13]. - Wavelo is designed to meet the rising demand for modern telecom infrastructure software amid industry changes [14]. Outlook - For 2026, Tucows anticipates adjusted EBITDA for Domains to be between $47 million and $49 million, while Wavelo is projected to deliver between $14.5 million and $15.5 million [15]. - Corporate adjusted EBITDA is expected to reflect a loss of $6 million to $9 million due to legacy mobile commitments [15]. - Management believes that focusing on capital efficiency and optimizing the portfolio will enhance long-term value creation [16].

Group 1 - Tucows Inc. reported a full-year 2025 revenue increase of 8% to $390.3 million and a 45% surge in Adjusted EBITDA to $50.6 million, despite a 14% year-over-year decline in Q4 Adjusted EBITDA to $11.1 million due to legacy mobile business obligations [1][4] - The company is actively divesting its Ting assets, with management stating that the sale process is ongoing and not affected by market volatility, although the timeline is dependent on complex diligence and stakeholder coordination [2] - For 2026, Tucows issued a conservative margin outlook for its Wavelo division, considering potential losses from Ting-related service fees and the impact of internal investments made in mid-2025 [4] Group 2 - Tucows operates in the domain name registration, email, and internet-related services sectors in North America and Europe, through three segments: Ting, Wavelo, and Tucows Domains [5] - The company reported $20.9 million in unrestricted cash (excluding Ting) and is committed to continuing the deleveraging of its syndicated debt [4]

Woroch also addressed why the company’s 2026 guidance implies a year-over-year decline in Wavelo adjusted EBITDA margin. He pointed to the presence of Ting Fiber and mobile customers on the Wavelo platform and said that, depending on different outcomes for the Ting process, Wavelo could see a reduction in fees associated with those customers.He added that Tucows continues to work closely with its financial advisors on determining the “optimal path forward” and emphasized that transactions of this type typic ...

Financial Data and Key Metrics Changes - The company is focused on maintaining liquidity and balance sheet strength, with approximately $20.9 million of unrestricted cash available, excluding Ting [6][7] - The ongoing paydown of syndicated debt is expected to enhance borrowing capacity, with each dollar repaid increasing available limits [6][7] Business Line Data and Key Metrics Changes - The adjusted EBITDA margin for Wavelo is expected to decline year-over-year due to potential reductions in fees related to Ting Fiber and mobile customers on the Wavelo platform [4] - Investments made in 2025 are now fully annualized costs in 2026, which will impact Wavelo's financials while the company continues to invest in top-line growth [4] Market Data and Key Metrics Changes - The company is actively engaged in the Ting asset sale process, which is ongoing and not delayed despite external market volatility [3][4] Company Strategy and Development Direction - The company is developing a formal framework for capital allocation that balances deleveraging, reinvestment, potential acquisitions, and share repurchases [7] - The focus remains on consistent free cash flow generation and strengthening the balance sheet, particularly through the successful divestiture of Ting [6][7] Management's Comments on Operating Environment and Future Outlook - Management acknowledges a "wait and see" approach from investors regarding the Ting process, indicating awareness of market sentiment [3] - The company is committed to achieving the best outcome from the Ting divestiture, emphasizing thorough diligence and coordination among stakeholders [4] Other Important Information - The annual stock buyback authorization provides flexibility but is not a commitment, with any buyback decisions evaluated against liquidity and return thresholds [5] Q&A Session Summary Question: Update on the sale of Ting assets - The Ting asset sale process is ongoing and not delayed by market conditions, with the company working closely with financial advisors [3] Question: Reason for expected decline in Wavelo's adjusted EBITDA margin - The decline is attributed to potential fee reductions related to Ting customers and the impact of fully annualized costs from investments made in 2025 [4] Question: Company's access to liquidity and stock buyback program - Liquidity remains sound with $20.9 million in unrestricted cash, and the stock buyback program is flexible, evaluated against liquidity considerations [5][7]

Financial Data and Key Metrics Changes - The company is focused on liquidity and balance sheet strength, with approximately $20.9 million of unrestricted cash available, indicating sound liquidity [8] - The ongoing paydown of syndicated debt is expected to enhance available borrowing capacity, with each dollar repaid increasing this capacity up to the committed limit [6] Business Line Data and Key Metrics Changes - The adjusted EBITDA margin for Wavelo is expected to decline year-over-year due to potential reductions in fees related to Ting Fiber and mobile customers on the Wavelo platform [4] - Investments made midway through 2025 are now fully annualized costs in 2026, which will impact Wavelo's financials while the company continues to invest in top-line growth [4] Market Data and Key Metrics Changes - The company is actively engaged in the Ting asset sale process, which is ongoing and not delayed despite external market volatility [3] Company Strategy and Development Direction - The company is developing a formal framework to balance deleveraging, reinvestment, potential acquisitions, and share repurchases, indicating a conservative and deliberate capital allocation strategy [7] - The successful divestiture of Ting is seen as a way to enhance liquidity and improve consolidated free cash flow and adjusted EBITDA profile [6] Management's Comments on Operating Environment and Future Outlook - Management acknowledges a "wait and see" approach from investors regarding the Ting process, indicating awareness of market sentiment [3] - The company remains focused on achieving the best outcome from the Ting divestiture while maintaining a strong liquidity profile [6] Other Important Information - The annual buyback authorization provides flexibility for stock repurchases, but any deployment will be evaluated against return thresholds and liquidity considerations [5] Q&A Session Summary Question: Update on the sale of Ting assets - The Ting asset sale process is ongoing and not delayed by market conditions, with the company working closely with financial advisors [3] Question: Reason for expected decline in Wavelo's adjusted EBITDA margin - The decline is attributed to potential fee reductions from Ting customers on the Wavelo platform and increased annualized costs from investments made in 2025 [4] Question: Company's access to liquidity and stock buyback program - Liquidity remains a priority, with $20.9 million in unrestricted cash, and the buyback program is flexible, not a commitment, pending the conclusion of the fiber divestiture [5][8]

Financial Data and Key Metrics Changes - The company is focused on improving liquidity and balance sheet strength, with approximately $20.9 million of unrestricted cash available, excluding Ting assets [6] - The ongoing paydown of syndicated debt is expected to enhance borrowing capacity, with each dollar repaid increasing available capacity up to the committed limit [6] Business Line Data and Key Metrics Changes - The adjusted EBITDA margin for Wavelo is expected to decline year-over-year due to potential reductions in fees related to Ting Fiber and mobile customers, as well as increased annualized costs from investments made in 2025 [4] Market Data and Key Metrics Changes - The company is actively engaged in the Ting asset sale process, which is not delayed despite external market volatility, indicating a stable approach to asset management [3] Company Strategy and Development Direction - The company is developing a formal framework for capital allocation that balances deleveraging, reinvestment, potential acquisitions, and share repurchases, emphasizing a conservative and deliberate approach [6] - Continued deleveraging of syndicated debt and the completion of the Ting divestiture are central to strengthening liquidity and financial flexibility [6] Management's Comments on Operating Environment and Future Outlook - Management acknowledges a cautious investor sentiment regarding the Ting process but reassures that the timeline remains unaffected by market conditions [3] - The company is focused on generating consistent free cash flow and strengthening the balance sheet as immediate priorities [6] Other Important Information - The annual stock buyback authorization provides flexibility but is not a commitment, with any buyback decisions evaluated against return thresholds and liquidity considerations [5] Q&A Session Summary Question: Update on the sale of Ting assets - The Ting asset sale process is ongoing and not delayed by market volatility, with the company working closely with financial advisors to determine the best path forward [3] Question: Reason for expected decline in Wavelo's adjusted EBITDA margin - The decline is attributed to potential fee reductions from Ting customers on the Wavelo platform and increased annualized costs from mid-2025 investments [4] Question: Company's access to liquidity and stock buyback program - Liquidity remains sound with $20.9 million in unrestricted cash, and the company emphasizes that the buyback program is flexible and will be evaluated based on financial conditions [5][6]

Core Viewpoint - Tucows Inc. reported mixed financial results for the fourth quarter of 2025, showing revenue growth but a net loss, with significant volatility in its stock performance compared to the S&P 500 index [1][2]. Earnings & Revenue Performance - Fourth-quarter 2025 net revenues reached $98.7 million, a 6% increase from $93.1 million year-over-year [2] - Gross profit rose 14% to $24.1 million from $21.2 million in the prior-year quarter [2] - The company reported a net loss of $22 million, or $1.98 per share, an improvement from a net loss of $42.5 million, or $3.86 per share, a year earlier [2] - For the full year 2025, revenues increased by 8% to $390.3 million, gross profit climbed 13% to $94 million, and adjusted EBITDA surged 45% to $50.6 million [3]. Segment Performance & Operating Metrics - The Domains and Wavelo Services segment generated $78.1 million in fourth-quarter revenues, up from $75.6 million a year ago [4] - Within Tucows Domain Services, total revenues increased to $66.4 million from $65.7 million, with gross profit rising to $19.2 million from $18.4 million [4] - Wavelo Services reported revenues of $11.7 million, up from $9.9 million, with gross profit increasing to $6.6 million from $6.1 million [5] - Ting Internet Services saw quarterly revenues of $18.5 million, up from $15.7 million, with gross profit improving to $1.6 million from a negative $1.2 million [6] - Operating metrics indicated Domains under management at 22.3 million, down from 24.5 million a year ago, while Ting Internet subscribers increased to 51.9 thousand from 50.7 thousand [7]. Management Commentary & Strategic Direction - CEO David Woroch described 2025 as a year of strong execution, highlighting improved profitability and adjusted EBITDA that exceeded annual guidance [8] - Management noted Wavelo's performance as its best year yet, supported by customer renewals and disciplined investment [9]. Factors Influencing Results - The decline in fourth-quarter adjusted EBITDA was primarily due to obligations associated with the legacy mobile business, along with elevated professional fees [10] - Cash and restricted cash totaled $64.2 million at the quarter end, down from $73.2 million a year earlier, with negative operating cash flow in the quarter [11]. Guidance - For 2026, excluding Ting, management expects Tucows Domains to deliver adjusted EBITDA of $47-$49 million and Wavelo to generate $14.5-$15.5 million [12] - Corporate adjusted EBITDA is projected at negative $6 million to negative $9 million, largely reflecting legacy mobile obligations [12]. Other Developments - Tucows is pursuing a strategic process to divest Ting, indicating it is not the best long-term owner of the business, which would enable self-funded growth and deleveraging [13].

Core Insights - Tucows has released its financial results for the fourth quarter of 2025, indicating a focus on business segment performance and future outlook [5]. Group 1: Management Commentary - The presentation will include remarks from David Woroch, President and CEO, discussing business segments and overall company performance [2]. - Ivan Ivanov, CFO, will provide a detailed analysis of the financial results [2]. - Closing remarks will include guidance for 2026 from David Woroch [2]. Group 2: Investor Engagement - Shareholders, analysts, and prospective investors are encouraged to submit questions via email to Tucows management until February 19 [3]. - Responses to submitted questions will be provided either directly or through a recorded audio response, which will be available on the Tucows website on February 25 [3]. Group 3: Financial Reporting - An updated investor presentation and a quarterly KPI summary are available, detailing key metrics for the last eight quarters and full years 2023, 2024, and 2025 [4]. - The company has revised its presentation of gross profit in press releases to reflect amounts net of network expenses, aligning external reporting with internal management practices [4].

Group 1 - The article does not provide any relevant content regarding the company or industry [1]