Annual report [Section 13 and 15(d), not S-K Item 405]

RELATED PARTY TRANSACTIONS

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RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
Transactions with affiliates of the Company

On October 30, 2024, the Company entered into the second amended and restated Investor Rights Agreement (the “Investor Rights Agreement”) with Cerberus Telecom Acquisition Corp. (“CTAC”), Searchlight (as defined above), Abry Partners, LLC (“Abry”) such that, among other terms, the Company shall take all necessary action, to cause the Board of the Company to be composed of up to 10 directors consisting of:

•up to two directors designated by CTAC, provided CTAC and its affiliates continue to own greater than 5% of the total shares of common stock of the Company;
•up to two directors designated by Abry, provided Abry and its affiliates continue to own greater than 5% of the total shares of common stock of the Company;
•up to two directors designated by Searchlight, provided Searchlight and its affiliates continue to own greater than 7,866,666 shares of common stock of the Company;
•up to three independent directors; and
•the CEO of the Company.

As a result of the ownership and the investor rights agreement, each of CTAC, Searchlight and Abry are considered affiliates of the Company.

Searchlight

Searchlight is the current sole owner of the Series A-1 Preferred Stock, as described in Note 16 — Mandatorily Redeemable Preferred Stock - Due to Affiliate, Net. Searchlight is also a holder of the Penny Warrants, as described in Note 10 — Warrants on Common Stock, which if exercised, would allow Searchlight to obtain in excess of 10% of the Company’s outstanding common stock as of December 31, 2025 and 2024, respectively.

CTAC

CTAC was the initial private equity sponsor of the Company. CTAC owned an excess of 5% of the Company’s outstanding common stock as of December 31, 2025 and 2024, respectively. In addition, affiliates of CTAC own the Private Placement Warrants as described in Note 10 — Warrants on Common Stock.

Abry

Abry owned in excess of 10% of the Company’s outstanding common stock as at December 31, 2025 and 2024, respectively.

HealthEZ, an Abry portfolio company until mid-2025, was the Company’s health insurance third-party administrator during 2024. The administration costs incurred with HealthEZ were $0.6 million for the year ended December 31, 2024. Aggregate expenses are recorded as “selling, general, and administrative expenses incurred with affiliates” in the consolidated statement of operations and comprehensive loss. The Company moved to a different third-party administrator in 2025.