8-K
ATN International, Inc. (ATNI)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 1, 2026
ATN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-12593 | 47-0728886 |
|---|---|---|
| (State or other | (Commission File Number) | (IRS Employer |
| jurisdiction of incorporation) | Identification No.) |
500 Cummings Center
Beverly, MA 01915
(Address of principal executive offices and zip code)
(978) 619-1300
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | |
| Title of Each Class | Trading Symbol(s) | Name of each exchange on whichregistered |
| --- | --- | --- |
| Common Stock, par value $.01 per share | ATNI | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2026, the Board of Directors (the “Board”) of ATN International, Inc. (the “Company”) announced that Naji N. Khoury has been appointed (the “Appointment”) President and Chief Executive Officer (“CEO”) to be effective as of April 20, 2026 (the “Effective Date”).
Mr. Khoury, 59, previously served as the CEO of Liberty Communications Puerto Rico from 2012 to 2024 and as a member of the Executive Leadership Team of Liberty Latin America Ltd. (“Liberty”) from 2018 to 2024. Mr. Khoury joined Liberty in 2010 as the Managing Director of Liberty Cable Puerto Rico. Prior to Liberty, Mr. Khoury spent a decade holding several leadership positions at Centennial Communications, most recently serving as its Senior Vice President of Marketing, Business Development and Customer Service. Mr. Khoury earned a Master’s degree in engineering from The Johns Hopkins University and a Bachelor of Science degree in electrical engineering from Syracuse University.
There are no arrangements or understandings between Mr. Khoury and any other person pursuant to which Mr. Khoury was appointed principal executive officer. Mr. Khoury does not have any direct or indirect material interests in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor does he have any family relationships with any of the Company’s directors or executive officers.
In connection with the Appointment, the Board approved Mr. Khoury’s compensation, as set forth in that certain Offer of Employment Letter, dated as of April 1, 2026 (the “Offer Letter”). Beginning on the Effective Date, Mr. Khoury will receive an annual base salary of $600,000 for his services as President and CEO and will be eligible to receive an annual cash performance bonus of up to 150% of his base salary (pro-rated for calendar year 2026), with the actual amount of such bonus to be determined by the Board based upon, among other things, achievement of the corporate and individual performance objectives approved by the Compensation Committee of the Board (the “Compensation Committee”). Notwithstanding the foregoing, pursuant to the Offer Letter, Mr. Khoury’s 2026 annual cash performance bonus will not be less than 60% nor more than 100% of his pro-rated target bonus and is subject to his continued employment through the payout date.
The Offer Letter also provides that Mr. Khoury will be eligible to receive annual equity awards. For 2026, he will receive an equity award (the “2026 Equity Award”) with a grant date fair value of $2,000,000, based upon the average closing price of the Company’s common stock for the 20 trading days prior to and including the Friday before grant approval. The 2026 Equity Award will consist of 50% time-based restricted stock units (“RSUs”) and 50% performance-based performance stock units (“PSUs”), with the RSUs vesting in equal annual installments on each of the first, second, third, and fourth anniversaries of the grant date and the PSUs vesting based upon the Company’s total shareholder return relative to the Russell 2000 measured over a three-year performance period .
Pursuant to the Offer Letter, Mr. Khoury will also be eligible to receive an aggregate of $135,000 (the “Relocation Payment”) to cover certain relocation and temporary housing expenses. The Relocation Payment will be paid in three installments, provided that Mr. Khoury remains employed by the Company on the applicable payment date, and is subject to recoupment under certain circumstances as set forth in the Offer Letter.
Mr. Khoury will also be eligible to participate in all benefit plans of the Company that are generally available to the Company’s senior executives, and will be subject to the Company’s Executive Compensation Recoupment Policy.
The Company and Mr. Khoury also entered into the Company’s standard form of Restrictive Covenants Agreement, which includes customary confidentiality, non-solicitation, and non-competition restrictive covenants in favor of the Company (the “Restrictive Covenants Agreement”). It is anticipated that the Company and Mr. Khoury also will enter into an Executive Severance Agreement on the Company’s standard terms (the “Severance Agreement”). In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this Current Report on Form 8-K if and when the Severance Agreement is finalized and executed.
Brad Martin, the Company’s current CEO, ceased to serve as the Company’s principal executive officer and as a member of the Board, effective as of April 6, 2026. The Board intends to nominate Mr. Khoury as a director, effective upon election by stockholders at its upcoming Annual General meeting on June 16, 2026. On April 6, 2026, the Company and Mr. Martin entered into that certain Consulting Services Agreement (the “Consulting Agreement”), pursuant to which Mr. Martin has agreed to provide certain support services in connection with the leadership transition during the period beginning April 7, 2026 and ending May 31, 2026. In consideration of such services, the Company will pay Mr. Martin $25,000 in two equal installments on April 30, 2026 and May 31, 2026. For the avoidance of doubt, the payments pursuant to the Consulting Agreement are in addition to, and not in lieu of, any benefits that Mr. Martin may be entitled to pursuant to that certain Executive Severance Agreement, by and between the Company and Mr. Martin, effective January 1, 2024, subject to his timely execution and non-revocation of a release and waiver of claims in favor of the Company. The Company thanks Mr. Martin for his many years of service.
The foregoing summaries of the Offer Letter, the Restrictive Covenants Agreement, and the Consulting Agreement do not purport to be complete and are qualified in their entireties by reference to the full texts of the Offer Letter, the Restrictive Covenants Agreement, and the Consulting Agreement, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 hereto, respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 7, 2026, the Company issued a press release regarding the Appointment. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATN INTERNATIONAL, INC. | ||
|---|---|---|
| By: | /s/ Carlos Doglioli | |
| Carlos Doglioli | ||
| Chief Financial Officer | ||
| Dated: April 7, 2026 |
Exhibit10.1
April 1, 2026
Via Email
Naji N. Khoury
najikh@gmail.com
RE:Offer of Employment
Dear Naji,
We are delighted to offer you a position with ATN International, Inc. (“ATN” or “Company”). This letter confirms our offer and includes details on both the financial arrangements and the Company’s benefit programs.
Our vision at ATN looks to a future where all people and communities, regardless of geographic or economic circumstance, will have access to the resources and connections of the global data ecosystem. The vision and mission of ATN are important to both the employees and the Board of Directors, and help drive a culture focused on delivering for customers. The Board of Directors believes we can deliver on this promise while at the same time delivering attractive returns to our stockholders and accessing capital markets as we look to grow. In the Board’s discussions with you, we are convinced that you are the right person to lead ATN through the next phase of its development.
YourTitle, Compensation & Benefits
We have agreed that your start date will be April 20, 2026, and that you will report exclusively to the ATN Board of Directors (the “Board”) as President and Chief Executive Officer (“CEO”) and will have duties and responsibilities commensurate with such position. We will nominate you to serve as a member of the Board as long as you serve as the CEO of the Company.
Your annualized base salary will be $600,000, or $23,076.92 paid bi-weekly. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies and reduced for applicable taxes and deductions.
You will be eligible to earn an annual cash performance bonus, targeted at 150% of your base salary (pro-rated for calendar year 2026), pursuant to the Company’s annual bonus program for senior level executives, including its Compensation Recoupment Policy. The amount of any bonus earned will be based on the terms of the annual bonus program, including the corporate and individual performance objectives approved by the Compensation Committee (“Compensation Committee”) of the Board. The determination of whether you have achieved such objectives, and the amount of any bonus payment will be at the sole discretion of the Board; provided that, we agree that your 2026 annual cash performance bonus will not be less than 60% or more than 100% of your target bonus, in either case pro-rated for the portion of the 2026 calendar year you are employed with ATN. Any bonus is not earned until the time of payment, and you must be an employee of the Company in good standing at the time any bonus is paid (including the 2026 annual cash performance bonus) to be eligible to receive it.
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You also will be eligible for annual ATN equity grants as and when considered for other executives, which have typically been determined and granted towards the end of the first quarter of each calendar year. For 2026, the Compensation Committee will approve the issuance of an equity grant to you on or shortly after your employment start date with a grant date value of no less than $2,000,000, which is determined based on the average closing price of the Company’s common stock for the twenty trading days prior to and including the Friday before the grant approval. Half of this grant will consist of time-based Restricted Stock Units (RSUs) and half of performance-based Performance Stock Units (PSUs). The time-based RSUs will vest in equal annual installments on each of the first, second, third, and fourth anniversaries of the grant date and are payable in shares of ATN Common Stock. The PSUs vest over a three-year performance period, based on applicable performance objectives determined by the Compensation Committee, currently anticipated to be ATN’s TSR compared to the TSR for the Russell 2000, and are payable in shares of ATN Common Stock. In each case, any grant you may receive will be subject to the terms and conditions of our equity plan, the forms of equity award approved by the Compensation Committee, and the Company’s Compensation Recoupment policy (a copy of which is attached to this letter).
You will be eligible for ATN’s standard executive severance benefits after your start date, on substantially the same terms and conditions as applicable to other senior executives (the “Executive Severance Agreement”). Notwithstanding any term to the contrary in the Executive Severance Agreement (or otherwise), Good Reason shall also include a requirement that you report to a person other than the Board. We will provide you with the Executive Severance Agreement under separate cover.
In view of your plan to reside primarily in the Beverly or Boston area while serving in this role, you will be eligible to receive an aggregate amount of $135,000 (the “Relocation Payment”) to cover certain of your relocation and temporary housing expenses incurred in connection with your commencement of employment with ATN. The Relocation Payment will be paid in three installments, and, in order to receive any installment, you must be employed by the Company on the applicable payment date. The first installment will be equal to $65,000 and will be paid to you as soon as practicable following your start date; the second installment will be equal to $35,000 and will be paid to you as soon as practicable following your completion of two months of employment, and the third installment will be equal to $35,000 and will be paid to you as soon as practicable following your completion of three months of employment. Each installment of the Relocation Payment will be reduced by applicable taxes and deductions. If your employment is terminated by ATN for Cause or if you resign other than for Good Reason prior to the first anniversary of your start date, you shall be required to repay the Relocation Payment in accordance with the following: if your employment terminates within six months following your start date, you shall repay all installments of the Relocation Payment previously paid to you and if your employment terminates at least six months following your start date but prior to the first anniversary of your start date, you shall be required to repay half of the Relocation Payment. Any repayment shall occur within 30 days following your termination date. For purposes of the Relocation Payment, “Cause” and “Good Reason” will have the meaning set forth in your Executive Severance Agreement.
ATN is proud of the benefits we offer to our employees. In designing the program, we believe we have created a flexible mix of benefits intended to meet your needs and those of your family. You will be eligible to participate in the Company’s medical, dental, life and disability insurance plans the first of the month following your date of hire. Additionally, you will be eligible to participate in our 401(k) plan the 1st of the month following 30 days of employment. At such time as you become eligible for these benefits, you will receive enrollment information. You will accrue Earned Time Off (ETO) at the rate of 7.69 hours per bi-weekly pay period (200 hours annualized). Details of all the benefit plans, enrollment and employee contributions will be sent separately. The Company reserves the right to modify, suspend or discontinue any benefit at any time, without advance notice, and in its sole discretion.
Contingencies
This offer of employment is contingent upon your providing satisfactory documentation to ATN concerning your employment eligibility as required by Congress under applicable immigration laws. This documentation must be received by the Company within three (3) business days of your start date. ATN has completed a satisfactory investigation of your background by the time of your execution of this offer letter. You agree to release ATN, its employees and agents and any individuals who may provide the Company with information regarding your background and references from any liability in connection with this investigation.
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An electronic copy of the current Employee Handbook will be provided to you after your start date and will require you to sign and return a form acknowledging you have read and understood the Company’s policies and have been provided the opportunity to address any questions or concerns you may have. During your employment with the Company, you will be required to follow all the Company’s internal policies and to always conduct your business activities in accordance with the highest legal, ethical, and professional standards.
This offer of employment is also contingent upon your signing the Restrictive Covenants Agreement attached as Exhibit A, which includes provisions designed to protect the Company’s confidential and proprietary information and trade secrets, including non-solicitation and non-competition restrictions.
At-WillEmployment Relationship
If you accept this offer, you will be an employee-at-will, which means that either you or the Company are free to terminate the employment relationship at any time with or without cause. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise. Should you or the Company terminate your employment for any reason at any time during the calendar year, you will be entitled to receive only the pro rata portion of your base salary through the date of your termination, along with any other compensation or vested benefits to which you are entitled by law or under the terms of the Company’s compensation and benefit plans that are then in effect.
StatementRegarding Obligations to Former Employers and Other Third Parties
As a further condition of your employment with the Company, you hereby represent that you are not presently under, and will not become subject to, any obligation to any person or entity that is inconsistent or in conflict with your employment with the Company or which would prevent, limit, or impair in any way your performance of your duties to the Company. Specifically, you represent that you have not brought with you any confidential or proprietary information of any former employer or other third party, and you are not subject to any agreement with or obligation to a former employer or other third party that would prohibit your employment by the Company or otherwise limit or impair in any way your performance of your duties to the Company.
Interpretation,Amendment and Enforcement
This offer letter, together with the policies and any exhibit referenced herein, contains our entire understanding regarding the terms and conditions of your employment and supersedes any prior statements regarding your employment made to you at any time by any representative of the Company. Your signature acknowledges your understanding that your employment with the Company is at-will, as described above, and that neither this letter nor anything referenced herein, nor any Company practice, other oral or written policies or statements of the Company or its agents, shall create an employment contract, guarantee a definite term of employment, or otherwise modify in any way the agreement and understanding that employment with the Company is at-will. No representative of the Company, except for the General Counsel and/or Head of Human Resources, has any authority to enter into any agreement contrary to the foregoing. By accepting this offer of employment, you agree to all terms outlined in this letter, and you also certify that you are not under any legal or contractual obligation that would prevent or restrict you from fully performing any of your responsibilities at ATN.
AdditionalProvisions
The Company will provide you with an indemnification agreement consistent with the terms provided to other directors and officers of the Company.
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If the foregoing offer is acceptable to you, please accept by signing this letter agreement no later than April 1, 2026. If we do not hear from you by then, this offer will become null and void. We discussed a start date of Monday, April 20, 2026 (“Start Date”), and we should discuss the details around that, including public and internal communications prior to that time.
Along with my fellow members of ATN’s Board of Directors, I look forward to working with you and I am excited to have you lead ATN towards a bright future.
| Sincerely, |
|---|
| /s/ Michael T.<br> Prior |
| Michael T. Prior |
| Executive Chairman |
**BYSIGNING THIS OFFER LETTER AGREEMENT, I ACKNOWLEDGE THAT I HAVE READ IT,**I UNDERSTAND IT, AND I AGREE TO COMPLY WITHITS TERMS. I UNDERSTAND THAT I SHALL BE EMPLOYED AT-WILL AND THAT THE COMPANY OR I MAY TERMINATE MY EMPLOYMENT AT ANY TIME AND FORANY LAWFUL REASON OR NO REASON.
| /s/ Naji<br> N. Khoury |
|---|
| Naji N. Khoury |
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Exhibit10.2
RestrictiveCovenants Agreement
This Restrictive Covenants Agreement (the “Agreement”), dated as of April 1, 2026 and effective as of April 20, 2026 (the “Effective Date”), is made and entered by and between ATN International, Inc., a Delaware corporation (“ATN” or the “Company”), and Naji N. Khoury (the “Employee”). In consideration and as a condition of Employee’s employment by ATN, and the compensation now and hereafter paid to Employee, in addition to the other consideration specified herein, Employee hereby agrees to the terms of this Agreement as follows:
1. Confidentiality. The Employee hereby covenants and agrees that at all times while employed by the Company and thereafter, he or she will not disclose to any person not employed by the Company, or use for any purpose other than in furtherance of his or her duties to the Company, any Confidential Information (as defined below) of the Company.
| (a) | For<br> purposes of this Agreement, the term “Confidential Information” will include<br> all information of any nature and in any form that is owned by the Company and that is not<br> publicly available (other than by the Employee’s breach of this Agreement) or generally<br> known to persons engaged in businesses similar or related to those of the Company. Confidential<br> Information includes, without limitation, information regarding the Company’s financial<br> matters, customers, employees, industry contracts, strategic business plans, product development<br> (or other proprietary product data), marketing plans, consulting solutions and processes,<br> and all other secrets and all other information of a confidential and proprietary nature.<br> For purposes of the preceding two sentences, the term “Company” also includes<br> any subsidiary of the Company. The Employee understands and acknowledges that the above list<br> is not exhaustive, and that Confidential Information also includes other information that<br> is marked or otherwise identified as confidential, or that would otherwise appear to a reasonable<br> person to be confidential in the context and circumstances in which the information is known<br> or used. The Employee understands and agrees that any Confidential Information developed<br> by the Employee in the course of his or her employment by the Company shall be subject to<br> the terms and conditions of this Agreement as if the Company furnished the same Confidential<br> Information to the Employee in the first instance. The foregoing obligations imposed by this<br> Section 1 will not apply (i) in the course of the business of and for the benefit of the<br> Company as required in the performance of any of the Employee’s duties to the Company<br> (with the prior consent of an authorized officer acting on behalf of the Company in each<br> instance), (ii) if such Confidential Information has become, through no fault of the Employee,<br> generally known to the public, or (iii) if the Employee is required by law to make disclosure<br> (after giving the Company notice and an opportunity to contest such requirement). |
|---|---|
| (b) | Nothing<br> in this Agreement is intended to nor shall it limit or prohibit the Employee, or waive any<br> right on his or her part, to initiate or engage in communication with, respond to any inquiry<br> from, or otherwise provide information to, any federal or state regulatory, self-regulatory,<br> or enforcement agency or authority regarding possible violations of federal or state law<br> or regulation including under the whistleblower provisions of federal or state law or regulation.<br> The Employee is advised that federal law provides that an individual shall not be held criminally<br> or civilly liable under any federal or state trade secret law for the disclosure of a trade<br> secret under either of the following conditions (i) where the disclosure is made (A) in confidence<br> to a federal, state, or local government official, either directly or indirectly, or to an<br> attorney; and (B) solely for the purpose of reporting or investigating a suspected violation<br> of law, or (ii) where the disclosure is made in a complaint or other document filed in a<br> lawsuit or other proceeding, if such filing is made under seal. Federal law also provides<br> that an individual who files a lawsuit for retaliation by an employer for reporting a suspected<br> violation of law may disclose the trade secret to the attorney of the individual and use<br> the trade secret information in the court proceeding, if the individual files any document<br> containing the trade secret under seal and does not disclose the trade secret, except pursuant<br> to court order. |
| --- | --- |
2. Duty of Loyalty. During the term of the Employee’s employment by the Company, Employee will comply with all policies and rules that may from time to time be established by the Company, and will not engage directly or indirectly in any business or enterprise or activity that (a) is in any way competitive or conflicting with the interests or business of the Company; (b) occupies the Employee’s attention so as to interfere with the proper and efficient performance of the Employee’s duties for the Company; or (c) interferes with the independent exercise of the Employee’s judgment in the Company’s best interests. The Employee will comply with the Company’s policies regarding disclosure and approval of work outside of the Company, as those policies are amended and in effect from time to time. In addition, in consideration of the Employee’s employment by the Company, the Employee recognizes that the Employee owes a duty of loyalty to the Company and agrees that the Employee will not take personal advantage (whether directly or indirectly through family members or affiliates) of any business opportunity which is in the same or similar line of business as that engaged in by the Company. The Employee understands and agrees that the Employee is required to devote the Employee’s full time and use the Employee’s best efforts in the course of the Employee’s employment with the Company and to act at all times in the best interests of the Company.
3. Covenants Not to Compete and Not to Solicit.
| (a) | Covenant<br> Not to Compete. To protect the Company’s legitimate business interests as described<br> herein, including its Confidential Information and goodwill, during the term of the Employee’s<br> employment with the Company and for the twelve (12) months thereafter, the Employee agrees<br> and covenants not to engage in any activities or services in the United States and the Caribbean<br> that (i) are similar to the activities and services the Employee performed or managed for<br> the Company at any time during the last two years of employment with the Company, or (ii)<br> may reasonably require the Employee to use or disclose Confidential Information of the Company.<br> The Employee acknowledges that the geographic scope of this restriction is reasonable and<br> necessary given the geographic scope of the Employee’s work for the Company. In the<br> event that the Employee breaches his or her fiduciary duty to the Company or unlawfully takes<br> property belonging to the Company, the duration of the restrictions in this Section 3(a)<br> shall be extended to two (2) years from the date of cessation of employment. The Employee<br> and the Company agree that the equity grant the Company is issuing the Employee on or shortly<br> after his employment start date, in addition to the Relocation Payment he is eligible to<br> receive, constitute mutually-agreed upon consideration for the Employee’s post-employment<br> covenant in this Section 3(a). |
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| (b) | Non-solicitation<br> of Employees. The Employee understands and acknowledges that the Company has expended<br> and continues to expend significant time and expense in recruiting and training its employees<br> and that the loss of employees would cause significant and irreparable harm to the Company.<br> The Employee agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt<br> to hire or recruit, or induce the termination of employment of any employee of the Company<br> during the term of the Employee’s employment with the Company and for the twelve (12)<br> months thereafter. |
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| (c) | Non-solicitation<br> of Customers. The Employee understands and acknowledges that the Company<br> has expended and continues to expend significant time and expense in developing customer<br> relationships, customer information and goodwill, and that because of the Employee’s<br> experience with and relationship to the Company, the Employee has had access to and learned<br> about much or all of the Company ’s customer information. For purposes of this clause,<br> “customer information” includes, but is not limited to, names, phone numbers,<br> addresses, e-mail addresses, order history, order preferences, chain of command, pricing<br> information and other information identifying facts and circumstances specific to the customer.<br> The Employee understands and acknowledges that loss of customer relationships, customer information<br> and/or goodwill will cause significant and irreparable harm to the Company. |
| --- | --- |
| The<br> Employee agrees and covenants, during the term of the Employee’s employment with the<br> Company and for the twelve (12) months thereafter, not to directly or indirectly solicit,<br> transact business with, or contact (including but not limited to by e-mail, regular mail,<br> express mail, telephone, or instant message) or attempt to contact the Company’s current,<br> former or prospective customers for purposes of offering or accepting goods or services similar<br> to or competitive with those offered by the Company. | |
| --- | |
| (d) | Interpretation. The covenants contained in this Section 3 are intended to<br> be construed as a series of separate covenants. If, in any judicial proceeding, the court<br> shall refuse to enforce any of the separate covenants (or any part thereof), then such unenforceable<br> covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose<br> of those proceedings to the extent necessary to permit the remaining separate covenants (or<br> portions thereof) to be enforced. |
| --- | --- |
| (e) | Reasonableness.<br> The Employee hereby acknowledges and agrees that the foregoing restrictions in Section 3<br> are reasonable, proper and necessitated by the legitimate business interests of the Company<br> and will not prevent the Employee from earning a living or pursuing the Employee’s<br> career. In the event that the provisions of this Section 3 shall ever be deemed to exceed<br> the time, scope or geographic limitations permitted by applicable laws, then such provisions<br> shall be reformed to the maximum time, scope or geographic limitations, as the case may be,<br> permitted by applicable laws. |
| --- | --- |
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4. Remedies. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled, in addition to other available remedies, to a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
5. Miscellaneous.
| (a) | This<br> Agreement is binding upon and inures to the benefit of the Company and any successor to the<br> Company, including without limitation any persons acquiring directly or indirectly all or<br> substantially all of the business or assets of the Company whether by purchase, merger, consolidation,<br> reorganization or otherwise (and such successor will thereafter be deemed the “Company”<br> for the purposes of this Agreement). |
|---|---|
| (b) | The<br> validity, interpretation, construction and performance of this Agreement will be governed<br> by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts,<br> without giving effect to the principles of conflict of laws. The parties hereby expressly<br> consent to the personal jurisdiction of the Business Litigation Session of the Suffolk County<br> Superior Court of the Commonwealth of Massachusetts for any lawsuit arising from or related<br> to this Agreement. |
| --- | --- |
| (c) | If<br> any provision of this Agreement or the application of any provision hereof to any person<br> or circumstances is held by a court of competent jurisdiction to be invalid, unenforceable<br> or otherwise illegal, the remainder of this Agreement and the application of such provision<br> to any other person or circumstances will not be affected, and the provision so held to be<br> invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the<br> extent) necessary to make it enforceable, valid or legal. |
| --- | --- |
| (d) | No<br> provision of this Agreement may be modified, waived or discharged unless such waiver, modification<br> or discharge is agreed to in writing signed by the Employee and the Company. No waiver by<br> either party hereto at any time of any breach by the other party hereto or compliance with<br> any condition or provision of this Agreement to be performed by such other party will be<br> deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior<br> or subsequent time. |
| --- | --- |
| (e) | This<br> Agreement may be executed in one or more counterparts, each of which will be deemed to be<br> an original but all of which together will constitute one and the same agreement. |
| --- | --- |
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Acknowledgments. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS A RIGHT TO CONSULT WITH AN ATTORNEY OF HIS OR HER CHOICE BEFORE SIGNING THIS AGREEMENT AND THAT HE/SHE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS OR HER CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE RECEIVED THIS AGREEMENT ON THE EARLIER OF THE DATE THE EMPLOYEE RECEIVED A FORMAL OFFER OF EMPLOYMENT FROM THE COMPANY AND TEN BUSINESS DAYS BEFORE THE COMMENCEMENT OF EMPLOYMENT.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.
| ATN INTERNATIONAL, INC. | |
|---|---|
| By: | /s/ Michael T. Prior |
| Michael T. Prior | |
| Chairman of the Board | |
| ATN International, Inc. | |
| Employee: | /s/ Naji N. Khoury |
| --- | --- |
| Naji N. Khoury |
5
Exhibit 10.3
CERTAIN CONFIDENTIALPORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDEDFROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
Consulting Services Agreement
This Consulting Services Agreement (this “Agreement”) effective as of April 6, 2026 (the “Effective Date”) is made by and between ATN International Inc. having its registered office at 500 Cummings Center, Suite 2450, Beverly, MA 01915 (the “Company”) and Brad W. Martin, (“Consultant”).
The Company and Consultant agree as follows:
1. Engagement:
The Company hereby engages Consultant, and Consultant hereby agrees to perform the services as mutually agreed upon by the parties (the “Services”). The Services shall include, but are not limited to, the following projects for the Company:
| a) | The services and deliverables as further described on Schedule<br> A attached hereto; and |
|---|---|
| b) | Any other matters as the Company shall expressly request from time<br> to time. |
2. Performance
Consultant represents and warrants that it has the experience and ability to perform the Services and that he shall perform the Services in a professional, competent and efficient manner in accordance with the terms and conditions set forth in this Agreement. Consultant shall comply with all applicable laws, regulations and other requirements of any applicable governmental authority as well as the Company’s internal policies and procedures, including Company’s Code of Ethics (available at https://ir.atni.com/corporate-governance), in Consultant’s performance of the Services. Further, when processing personal data of any kind during the course of the Services Consultant shall comply with all relevant data protection legislation and/or any of the Company’s policies and procedures regarding data protection. Upon request, Consultant shall furnish the Company with written progress reports regarding the status of the Services being performed. Consultant shall not delegate or subcontract performance of the Services to any other person or entity without the Company’s prior written consent. Consultant shall coordinate the Services with Company’s representative, Michael T. Prior.
3. Compensation
3.1 In consideration for performance of the Services, the Company shall pay Consultant the fees described in Schedule A, plus reasonable out-of-pocket expenses incurred in accordance with Company’s Reimbursable Travel Expense Guidelines for ATN Suppliers located at https://www.atni.com/about-atn/supplier-information, during the period from the date of this Agreement to the date this Agreement is terminated in accordance with its terms.
3.2 All travel expense must be pre-approved in advance by Company in writing and any other expense items over $25.00 must be pre-approved by the Company in advance in writing.
3.3 The Consultant shall submit to the Company at the end of each month (or other period that may be specified in Schedule A) a reasonably detailed invoice, describing the hours worked, the Services performed during such month, reimbursable expenses, and receipts for reimbursable expenses incurred in such month during the course of performing the Services. The Company shall pay Consultant according to the payment terms described in Schedule A. Consultant hereby agrees to permit the Company and its agents to examine upon request its books and records as to any expenditures he might make, directly or indirectly, on the Company’s behalf.
4. Confidentiality,Nondisclosure and Data Protection
4.1 In the course of performing the Services, Consultant (including, if applicable, its directors, officers and employees (its “Representatives”)) may receive or otherwise learn information from the Company and its ultimate parent company, ATN International, Inc. (“ATN”), including, without limitation, information regarding the Services, potential acquisitions, investment opportunities, the Company’s billing and other systems, or the Company’s finances, plans, marketing, customers, vendors, products, technology, research and know how, in addition to information regarding other companies or persons (a “Third Party”) which the Consultant may have received from the Company, ATN or directly from such Third Party, and which has been designated as confidential information or would reasonably be considered confidential based on the nature of the information and the circumstances of the disclosure (collectively, the “Confidential Information”).
4.2 Consultant will hold the Confidential Information in confidence and protect it in accordance with the security measures by which he protects his own proprietary and/or Confidential Information of similar kind, provided that Consultant will use at least a reasonable degree of care. Consultant will use the Confidential Information solely for the performance of the Services and such Confidential Information will be kept confidential by Consultant, except that Consultant may disclose the Confidential Information, or portions thereof, to his Representatives who need to know such information for the purpose of performing the Services and who are bound by obligations of non-disclosure at least as restrictive as those imposed by this Agreement.
4.3 If Consultant or any of his Representatives become legally compelled by law, regulation, rule, or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, or is advised by legal counsel to disclose any of the Confidential Information, Consultant will use reasonable efforts to provide the Company with prompt notice of such requirement or advice prior to disclosure so that the Company or Third Party, as the case may be, may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained prior to the date that the Consultant or his Representative is compelled to disclose any of the Confidential Information, or the Company or such Third Party waives compliance with the provisions hereof, the Consultant or his Representative will furnish only that portion of the Confidential Information which he is legally required to so furnish and use reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. Notwithstanding anything herein to the contrary, nothing in this agreement shall (i) prohibit the consultant from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the United States Securities Exchange Act of 1934 or Section 806 of the United States Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of local, state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in clause (i).
4.4 Upon the Company’s request or in any event upon completion of the Services, Consultant will return to the Company all notes, data, documents, media and other items containing, or relating in any way to the Confidential Information or the Results (as defined below) and any copies in Consultant’s possession or control.
4.5 Consultant hereby acknowledges that he acquires no rights in or to any of the Confidential Information under this Agreement apart from the rights set forth in this Section 4.
4.6 Consultant agrees to indemnify and hold harmless the Company and ATN from and against any and all claims, losses, costs, liabilities, damages and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or in connection with any breach by Consultant or any of his Representatives of this Section 4.
4.7 Notwithstanding anything herein to the contrary, the confidentiality and nondisclosure obligations of the parties set forth in this Agreement will survive the expiration or termination of this Agreement.
4.8 Consultant acknowledges and agrees that personal data Consultant provides to the Company may be transferred, disclosed, stored, processed and maintained by Company electronically on servers, or in hard copy or original format, in a number of different jurisdictions, including without limitation, Bermuda, the Cayman Islands, Guyana, Trinidad & Tobago, the United States and its territories, and any of the other jurisdictions where the Company, its affiliates or subsidiaries have a presence. Consultant explicitly consents to the transfer of all personal data into and out of any such jurisdictions and to the processing of such personal data for the legitimate interests of the Company or that of its affiliates’ and/or for any purposes required by law.
5.****MaterialNonpublic Information
Consultant understands that in the course of performing the Services Consultant may obtain material, nonpublic information about the Company, ATN and certain other publicly traded companies, including companies that are considering entering into a transaction with the Company. Consultant agrees that if (s)he obtains any such information (s)he will not trade in the securities of the company concerned, and (s)he will take reasonable precautions to ensure that such information is not divulged to persons who are not under a similar obligation, during such time as such information is material and nonpublic.
**6.**Ownership
6.1 The Company’s employee or customer records and marketing or pricing strategy, business plans and financial projections, estimates, offers and term sheets relating to the Services and all other materials accumulated, authored, developed, first conceived, or first reduced to practice, by Consultant in performance of the Services, either alone or jointly with others, together with all proprietary rights associated with the any of foregoing (collectively the “Results”) shall be the exclusive property of the Company and shall be promptly disclosed and furnished to the Company by Consultant. The Company and Consultant expressly agree that the Results are “work made for hire” as defined in the United States Copyright Act and that the Company shall be considered the “author” of the Results for purposes of 17 USC. §§ 101 and 201 and other applicable copyright laws. If any Result does not constitute “work made for hire” Consultant hereby irrevocably assigns, transfers, and conveys to the Company, without separate compensation, all right, title and interest in and to such Result together with all associated patent, copyright, trade secret and other proprietary rights including the rights of registration and renewal worldwide. If all or any part of the Results or any rights therein are not legally assignable by Consultant to Company, or Consultant includes in the Results any invention, improvement, development, concept, discovery or other information or material not authored, developed, first conceived, or first reduced to practice, by Consultant during the performance of the Services, then Consultant hereby (a) grants the Company an unlimited, irrevocable, perpetual, worldwide, fully sub-licensable, transferrable, royalty-free, fully paid-up license to make, use, sell, offer for sale, copy, modify, and create derivative works of such Results for any purpose in all forms of media now known or hereafter created. Further, to the extent moral rights are not assignable under applicable law, Consultant hereby irrevocably and forever waives, and agrees not to assert, all such rights which Consultant may now have or which may accrue under any applicable law in the Results, including any right of integrity of any Results, right of attribution, and any other residual rights under any applicable law now in force or hereafter enacted. Consultant acknowledges receipt of equitable and adequate compensation for his assignment and waiver of such rights.
6.2 Consultant shall take, at the Company’s expense, all actions during or after the performance of the Services reasonably requested by the Company for the implementation of this Section 6 or to evidence, perfect or protect the Company’s ownership of the Results and associated proprietary rights (including the execution, acknowledgment and delivery of instruments of conveyance, patent, copyright, trademark or other proprietary right registration applications or other documents). Consultant hereby irrevocably designates and appoints Company as his agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and on his behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of this Section 6 with the same legal force and effect as if executed by Consultant.
**7.**Termand Termination
The Term of this contract shall begin on the Effective Date and expire on the date set forth in Schedule A. However, either party may terminate the Services at any time, with cause, by ten (10) days written notice of termination to the other party. Upon termination by either party, Consultant shall deliver to the Company the Results in their then current condition. Upon Company’s acceptance of the Results, the Company shall pay the Consultant for Services successfully rendered through the termination date. This Agreement shall survive the completion of any work performed and/or the termination of the Services under this Agreement.
8. ThirdParty Intellectual Property
Consultant represents and warrants to the Company that he is lawfully entitled to disclose or use any trade secrets, inventions, works of authorship or other intellectual property of a third party used in Consultant’s performance of the Services. Consultant agrees to indemnify and hold harmless the Company from and against any and all claims, losses, costs, liabilities, damages and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or in connection with any breach by Consultant of this Section.
**9.**Anti-Corruption.
9.1 Consultant understands that the laws the United States, specifically, the Foreign Corrupt Practices Act of 1977, as well as the laws of the jurisdictions in which the Services are conducted and other nations (such laws, including the rules and regulations thereunder, known as “Anti-Corruption Laws”), prohibit, among other things, the provision of any gift, contribution or bribe to a government official in order to obtain a competitive advantage. Consultant agrees not to take and to date not taken, any action, directly or indirectly, that would result in a violation by such persons of Anti-Corruption Laws, including, without limitation, offering, paying, promising to pay or authorizing the payment of any money or offering, giving, promising to give, or authorizing the giving of, anything of value to any government official or any political party or official thereof or any candidate for political office, in each case, in contravention of Anti-Corruption Laws. Consultant has conducted his business in compliance with all applicable Anti-Corruption Laws and has instituted and maintained policies and procedures designed to ensure, and that are reasonably expected to continue to ensure continued compliance therewith.
9.2 Consultant understands and agrees any false or misleading information provided herein may be grounds for treating any agreement between the Company and Consultant as void ab initio.
**10.**IndependentContractor. Consultant shall be and act as an independent contractor (and not as an employee, agent or representative of the Company) in the performance of the Services for the Company. Consultant shall: (a) not be entitled to any worker’s compensation,pension, retirement, health insurance or other benefits afforded to employees of the Company; (b) provide for all federal income tax and other withholding relating to Consultant’s compensation; (c) pay all social security, unemployment and other employer taxes and assessments relating to Consultant’s employment or compensation; (d) provide all worker’s compensation and other insurance relating to Consultant’s employment; (e) perform all reporting, recordkeeping, administrative and similar functions relating to Consultant’s employment or compensation; and (f) maintain his own insurance in such amounts adequate to cover his performance of the Services, including, but not limited to, comprehensive professional liability insurance. Upon request, Consultant shall provide the Company evidence of compliance with the foregoing. Consultant shall not be entitled to, and shall not attempt to, create or assume any obligation, express or implied, on behalf of the Company. This Agreement shall not be construed as creating an employment, agency, association, joint venture, partnership or franchise relationship between the parties, nor should this Agreement be construed as a guarantee or offer of future employment. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority. Consultant agrees to furnish all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly provided in Schedule A. If, notwithstanding the foregoing, Consultant is reclassified as an employee of Company, or any affiliate of Company, by any governmental authority or as the result of any administrative or judicial proceeding, Consultant agrees that Consultant will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or a retrospective basis, any employee benefits under any plans or programs established or maintained by Company. Consultant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, employee benefits, and labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Consultant.
11. InjunctiveRelief; Costs
11.1 Consultant acknowledges that any breach by Consultant of Sections 2, 4, 5 or 6 of the Agreement will cause irreparable injury to the Company for which financial recovery would be incomplete. In the event of such breach, the Company shall be entitled to injunctive relief or other equitable remedy. The rights and remedies of the Company under this Section are in addition to all other remedies.
11.2 Further, in any legal action or proceeding in connection with this Agreement (e.g., to recover damages or other relief), the prevailing party will be entitled to recover its reasonable attorneys’ fees and other costs incurred.
**12.**Limitationof Liability and Indemnification
12.1****The obligations of the Company under this Agreement are obligations solely of Company, without recourse to ATN or any other entity or person. In no event shall Consultant have or assert any claim against or recourse to ATN or the owners, affiliates, directors, officers, employees, agents or representatives of Company, whether by contract, operation of law or otherwise.
12.2 IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES OR SUBCONTRACTORS FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING DAMAGES OR CLAIMS IN THE NATURE OF LOST REVENUE, INCOME, PROFITS OR INVESTMENT OPPORTUNITIES) AND EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ANY SUCH LIABILITY.
12.3****Consultant shall defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from:
(a) bodily injury, death of any person or damage to real or tangible personal property resulting from Consultant’s acts or omissions arising under this Agreement;
(b) Consultant’s breach of any representation, warranty or obligation under this Agreement; and
(c) a determination by a court or agency that Consultant is not an independent contractor.
12.4 Consultant’s indemnity obligations arising under Section 12.3 shall be limited to the amount of fees payable under this Agreement.
**13.**Assignment;Beneficiaries
Consultant shall not assign all or any part of this Agreement or any work performed, by operating of law or otherwise, without the prior written consent of the Company. ATN is a third party beneficiary of this Agreement and entitled to enforce all of the rights of the Company and obligations of Consultant as if it were a party hereto.
14. GoverningLaw; Jurisdiction; Venue; Waiver of Jury Trial
14.1 This Agreement is governed by and to be construed in accordance with the laws of the Cayman Islands without regard to the choice or conflicts of laws provisions thereof that would give rise to the application of the domestic substantive law of any other jurisdiction. Consultant irrevocably consents to the jurisdiction and venue of the courts located in the Cayman Islands in connection with any action relating to this Agreement. Consultant will not bring any action relating to this Agreement in any other court.
14.2 EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
14.3 The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices, and legal proceedings entered into, given, or instituted pursuant hereto or relating directly hereto, be drawn up in English.
15. Notices
All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by electronic mail (with a confirmation copy sent by one of the other methods authorized in this Section), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service) or, deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:
If to the Company or ATN, addressed to:
ATN International Inc.
500 Cummings Center, Suite 2450
Beverly, MA 01915
Attention: General Counsel
Email: legalnotices@atni.com
If to Consultant, addressed to:
Brad W. Martin
[***]
16. Miscellaneous
This Agreement constitutes the entire agreement, and supersedes all prior agreements of the Company and its affiliates on the one hand and Consultant on the other hand, relating to the Services or any other services provided by Consultant to the Company or its affiliates.
In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If any provision of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument. Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile, .PDF or other digital or electronic transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| ATN<br> INTERNATIONAL, INC. | CONSULTANT | ||
|---|---|---|---|
| By: | /s/<br> Michael T. Prior | By: | /s/ Brad W. Martin |
| Name: | Michael<br> T. Prior | Name: | Brad W. Martin |
| Title: | Executive<br> Chairman | Title: | Consultant |
| Date: | April 6,<br> 2026 | Date: | April 6, 2026 |
| Signature Page to Consulting Services Agreement |
| --- |
Schedule A
SCOPE OF WORK
1. Descriptionof Services
1.1 General: Act as a resource to the executive team during the CEO transition to ensure a smooth transition of duties.
2. Compensationand Invoicing
2.1 Compensation: $12,500 USD to be paid by April 30, 2026, and $12,500 USD to be paid by May 31, 2026.
3. Termand Termination
3.1 Term. Services will begin on April 7, 2026, and expire on May 31, 2026, unless terminated earlier in accordance with this Agreement.
Exhibit99.1
ATNInternational, Inc. Appoints New Chief Executive Officer
Beverly,MA (April 7, 2026) – ATN International, Inc. (“ATN” or the “Company”) (Nasdaq: ATNI), a leading provider of digital infrastructure and communications services, today announced its Board of Directors has appointed Naji Khoury as President and Chief Executive Officer, effective April 20, 2026.
Mr. Khoury succeeds Brad Martin, who is stepping down as Chief Executive Officer and member of the Company’s Board of Directors and will remain in an advisory capacity through the end of May 2026 to support a smooth transition.
Mr. Khoury is an industry leader with nearly 30 years of experience in the telecommunications sector. Prior to joining ATN, he spent 14 years at Liberty Communications Puerto Rico, including the last six years as Chief Executive Officer, where he oversaw operations in Puerto Rico and the U.S. Virgin Islands, significantly scaling the business through organic growth initiatives and acquisitions. Earlier in his career, Mr. Khoury held senior leadership roles at Centennial Communications, a fixed and mobile carrier, and GE Capital Services within its Spacenet subsidiary, a provider of satellite-based services.
“Naji brings deep industry expertise and a proven track record in leadership, strategy, and operational execution,” said Michael Prior, ATN’s Executive Chairman. “We are pleased to welcome him to ATN – his extensive experience in the telecommunications industry and Caribbean markets positions us well for our next phase of growth and value creation. His background and strategic vision make him well-suited to build on our recent network investments and strategic positioning to deliver long-term value for our customers, employees, and stockholders.”
“I’m honored to serve as ATN’s next Chief Executive Officer,” said Mr. Khoury. “ATN has a strong portfolio of telecommunications businesses and an experienced team. I look forward to advancing our strategic priorities and serving our customers and communities.”
Mr. Prior concluded, “On behalf of the Board, I want to thank Brad for his leadership and many contributions during his tenure. Under his guidance, ATN strengthened its operational processes and made significant investments in expanding and upgrading our fiber networks. He leaves the Company with a strong foundation for the future, and we wish him continued success.”
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AboutATN
ATN International, Inc. (Nasdaq: ATNI), headquartered in Beverly, Massachusetts, is a leading provider of digital infrastructure and communications services for all. The Company operates in the United States and internationally, including the Caribbean region, with a focus on rural and remote markets with a growing demand for infrastructure investments. The Company’s operating subsidiaries today primarily provide: (i) advanced wireless and wireline connectivity to residential, business, and government customers, including a range of high-speed Internet and data services, fixed and mobile wireless solutions, and video and voice services; and (ii) carrier and enterprise communications services, such as terrestrial and submarine fiber optic transport, and communications tower facilities. For more information, please visit www.atni.com.
CautionaryLanguage Concerning Forward-Looking Statements
This press release contains forward-looking statements relating to, among other matters, the appointment of the Company’s Chief Executive Officer, the transition of leadership responsibilities, as well as the Company’s business goals and objectives and expectations regarding the Company’s future performance. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results. Actual future events and results could differ materially from the events and results indicated in these statements as a result of many factors, including, among others, (1) the general performance of the Company’s operations, including operating margins, revenues, capital expenditures; (2) the loss of, or an inability to recruit and retain, skilled personnel in the Company’s various operations, including key members of management; (3) the Company’s ability to realize expansion plans for its markets; (4) the impact (if any) of geopolitical instability and U.S. military presence in the Caribbean; (5) government regulation of the Company’s businesses, which may impact the Company’s telecommunications licenses, the Company’s revenue and the Company’s operating costs; (6) the Company’s ability to efficiently and cost-effectively upgrade the Company’s networks and information technology platforms to address rapid and significant technological changes in the telecommunications industry; (7) the Company’s continued access to capital and credit markets on terms it deems favorable; (8) ongoing risk of an economic downturn, political, geopolitical and other risks and opportunities facing the Company’s operations; (9) the Company’s ability to find investment or acquisition or disposition opportunities that fit the strategic goals of the Company; (10) the occurrence of weather events and natural catastrophes and the Company’s ability to secure the appropriate level of insurance coverage for these assets; and (11) increased competition. These and other additional factors that may cause actual future events and results to differ materially from the events and results indicated in the forward-looking statements above are set forth more fully under Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026, and the other reports the Company files from time to time with the SEC. The Company undertakes no obligation and has no intention to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors that may affect such forward-looking statements, except as required by applicable law.
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InvestorRelations Contacts
| Michele Satrowsky | Kelley Buchhorn |
|---|---|
| SVP, Head of IR & Treasury | Managing Director |
| ATN International, Inc. | Three Part Advisors, LLC |
| IR@atni.com | kbuchhorn@threepa.com |
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