8-K - KORE Group Holdings, Inc. | StockGist

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KORE Group Holdings, Inc. entered into a merger agreement on February 26, 2026, with KONA Parent, L.P. and KONA Merger Sub Co., under which shareholders will receive $9.25 per share in cash, subject to stockholder and regulatory approvals. The transaction, approved unanimously by the Board upon Special Committee recommendation, will take KORE private with Searchlight and Abry as key investors.

Key Takeaways

1Merger Consideration: $9.25 per share of Company Common Stock in cash

2Agreement Date: February 26, 2026

3Parties: KONA Parent, L.P. (Parent), KONA Merger Sub Co. (Merger Sub)

4Equity Commitment: $175 million from Searchlight Capital IV entities

5Voting Agreements: Cerberus (8%), Abry (28%), Searchlight (Penny Warrants for 14% fully diluted)

6Termination Fees: Company $7.2 million, Parent $12 million

7Outside Date: August 26, 2026 (extendable to November 27, 2026)

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. Merger Agreement On February 26, 2026, KORE Group Holdings, Inc. (“KORE” or the “Company”) entered into an Agreeme

Material Agreement

8.01

. Other Events. On February 27, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attach

Other Event

9.01

. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of February 26, 2026, by and among KONA Pa

Exhibits Only

Transaction Details

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: KORE Group Holdings, Inc., KONA Parent, L.P., KONA Merger Sub Co.

•Merger Consideration $9.25 per share cash for common stock (excludes rollover shares, treasury, dissenting)
•Series A-1 Preferred Stock remains outstanding
•Penny Warrants contributed by Searchlight cancelled without consideration
•RSUs convert to Parent Equity Cash Awards at $9.25/share
•Cash Awards remain outstanding per original terms
•No financing condition
•Equity financing commitment $175,000,000 from Searchlight Capital IV, L.P., Searchlight Capital IV PV-A, L.P., Searchlight Capital IV PV-B, L.P.
•Requisite stockholder approval: majority of outstanding common stock votes and majority of disinterested stockholder votes
•Conditions include HSR Act clearance, CFIUS approval, no Material Adverse Effect
•Outside date August 26, 2026 (extendable)
•Company termination fee $7,200,000
•Parent termination fee $12,000,000

Exhibits (7)

10.1

EXHIBIT 10.1

10.2

EXHIBIT 10.2

10.3

EXHIBIT 10.3

10.4

EXHIBIT 10.4

2.1

EXHIBIT 2.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1