KORE Group Holdings, Inc., the Atlanta-based internet-of-things connectivity and eSIM company that traded on the New York Stock Exchange under the symbol KORE, completed its take-private merger on July 21, 2026, according to a Form 8-K the company filed with the Securities and Exchange Commission the same day. The filing reports the closing of the transactions contemplated by an Agreement and Plan of Merger dated as of February 26, 2026, among the company, KONA Parent L.P. and KONA Merger Sub Co. It is a closing report rather than a signing announcement: the merger has taken effect, the board has resigned, the debt stack has been refinanced, and the company has asked the NYSE to pull the stock.

The mechanics are conventional. Merger Sub merged with and into the company, with KORE surviving as a wholly owned subsidiary of an affiliate of Parent. Parent is a Delaware limited partnership affiliated with certain funds managed by affiliates of Searchlight Capital Partners, L.P. and Abry Partners, LLC and/or Abry Partners II, LLC. The filing states that as a result of the completion of the merger, a change of control occurred and the company became a wholly owned subsidiary of an affiliate of Searchlight.

The consideration is the number that defines the deal for outside holders. Each share of common stock outstanding immediately before the effective time — excluding shares held by Parent or Merger Sub, shares contributed to Parent under rollover agreements, treasury shares, and shares whose holders properly exercised and perfected Delaware appraisal rights — was, in the filing's words, automatically:

cancelled and converted into the right to receive an amount in cash equal to $9.25 per share, without interest and subject to any applicable withholding taxes (the “Merger Consideration”).— KORE Group Holdings, Inc., Form 8-K, filed July 21, 2026

What distinguishes this transaction from a straightforward third-party acquisition is that the buyer was already inside the capital structure. Searchlight held the company's Series A-1 Preferred Stock and warrants issued to Searchlight IV KOR, L.P. on November 15, 2023 and December 13, 2023 — referred to in the filing as the Penny Warrants. Searchlight IV KOR exercised all of those warrants on July 17, 2026, four days before closing, and contributed the underlying shares to Parent immediately prior to the effective time. This is a sponsor-led buyout by an existing securityholder, not an arm's-length bid from an outside acquirer.

Searchlight was not alone on the rollover side. Under six separate Rollover, Voting and Support Agreements — three dated February 26, 2026 and three dated March 17, 2026 — Searchlight IV KOR, L.P., ABRY Partners VII, L.P., ABRY Partners VII Co-Investment Fund, L.P., Dotmar Investments Limited, Richard Burston, and Terrdian Holdings Inc. transferred and contributed their shares to Parent in exchange for Class A partnership interests of Parent. Those holders did not take the $9.25; they rolled into the buyer vehicle.

The stockholder vote was structured around that conflict. At a special meeting held July 16, 2026, the merger agreement proposal had to clear two separate thresholds. The first was the Delaware statutory majority of outstanding shares, which drew 12,455,012 votes for, 179,815 against, and 24,019 abstentions. The second was a majority of votes cast by what the merger agreement defines as Disinterested Stockholders, which recorded 4,838,896 for against the same 179,815 opposed and 24,019 abstaining. There were 17,622,180 shares outstanding as of the June 11, 2026 record date. Both thresholds were met, and an advisory proposal on merger-related executive compensation also passed.

What Remained Outstanding

The filing is explicit that not every equity instrument was cashed out. Each share of Series A-1 Preferred Stock — all of which are held by Searchlight IV KOR — remained outstanding in accordance with the terms of the Series A-1 Certificate of Designations and now represents preferred stock of the surviving corporation on those same terms. Separately, each outstanding warrant to purchase common stock that had not been exercised as of the effective time remained outstanding after the merger in accordance with its terms. On the compensation side, restricted stock units converted into cash-based Parent Equity Cash Awards calculated at the number of underlying shares multiplied by the merger consideration, carrying over their original vesting schedules and double-trigger protection, while performance- and service-based long-term cash awards remained outstanding on their existing terms. The company also terminated its 2021 Long-Term Stock Incentive Plan at the effective time.

The delisting sequence began before the market opened. KORE notified the NYSE that the merger had been completed and asked the exchange to suspend trading and to file a Form 25 to remove the shares from listing and deregister them under Section 12(b) of the Exchange Act. The company said it intends to file a Form 15 to terminate registration under Section 12(g) and suspend its reporting obligations under Sections 13 and 15(d), along with post-effective amendments to its registration statements on Forms S-8, S-3 and S-1.

The Financing and the Retired Debt

The 8-K discloses the capital structure that replaces the public-company balance sheet. On July 21, 2026, subsidiary KORE Wireless Group Inc. entered into a new credit agreement with WhiteHorse Capital Origination, LLC as administrative and collateral agent, governing a $300 million term loan facility and a $25 million revolving facility, each maturing on the sixth anniversary of that date. The obligations are secured on a first-priority basis against the assets of certain KORE subsidiaries, subject to exclusions, and the filing describes the covenants and events of default as customary for facilities of this type.

Two prior obligations came off the books the same day. KORE Wireless Group repaid all loans and terminated all credit commitments under its November 9, 2023 credit agreement with WhiteHorse Capital Management, LLC and the lenders party to it. It also repurchased all outstanding 5.50% Exchangeable Senior Notes due 2028 issued under the amended and restated indenture dated November 15, 2021, and satisfied and discharged that indenture, the notes, and any related guarantees. The exchangeable notes had been a legacy of KORE's 2021 arrival on the public market via SPAC merger; as arithmetic, the $9.25 closing price sits below the $10.00 per-share reference price typical of that structure, though the filing makes no comparison and discloses no aggregate equity value for the transaction.

Governance turned over cleanly. Immediately prior to the effective time, every member of the board resigned — Ronald Totton, Timothy M. Donahue, Cheemin Bo-Linn, H. Paulett Eberhart, Andrew Frey, David Fuller, James Giesler, Jay M. Grossman, Robert P. MacInnis, and Michael K. Palmer — with the filing stating that no director resigned as a result of any disagreement over the company's operations, policies or practices. The directors of Merger Sub became the directors of the surviving corporation, while the company's existing officers continued in their roles. KORE's certificate of incorporation was amended and restated in its entirety, and its bylaws were replaced with those of Merger Sub. A press release announcing the closing was furnished under Item 7.01.