SEC Form 4 · accession 0001628280-26-049430
KORE Group Holdings, Inc. · KORE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald Totton
Officer — President & CEO · Director
Period of report
Jul 21, 2026
Accepted (ET)
Jul 23, 2026 · 4:52 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001855457
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 21, 2026 | D | 92,036 | $9.25 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Jul 21, 2026 | D | 75,000 | D | — | — | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 26, 2026, by and among the Issuer, KONA Parent, L.P. and KONA Merger Sub Co., each share of the Issuer's common stock held by the Reporting Person were converted into the right to receive an amount in cash equal to $9.25 per share.
- F2The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock . Each RSU outstanding immediately prior to the effective time of the merger (the "Effective Time") was converted into the right to receive a cash-based award (a "Parent Equity Cash Award") in an amount equal to the product of (i) the number of shares of the Issuer's common stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) $9.25. Each Parent Equity Cash Award remains outstanding after the Effective Time and is subject to the same terms and conditions that applied to the corresponding RSU immediately prior to the Effective Time, including the applicable vesting schedule, acceleration (including double-trigger vesting protection) and payment-timing provisions.