Form 8-K

8-K — ATN International, Inc.

Accession: 0001104659-26-070056

Filed: 2026-06-03

Period: 2026-06-02

CIK: 0000879585

SIC: 4813 (TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE))

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2616732d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2616732d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2616732d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2616732d1_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-06-02

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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):

June 2, 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

the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under

the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class

Trading Symbol(s)

Name of each exchange on which

registered

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 1.01 Entry into a Material Definitive Agreement.

The information set forth below in Item 2.01 of this Current Report

on Form 8-K (this “Form 8-K”) is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed in the Current Report

on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2026 (the “Initial

Form 8-K”), certain subsidiaries of ATN International, Inc. (the “Company”), including Commnet

Wireless, LLC (“Commnet”), Arizona Nevada Tower Company, LLC, Commnet Four Corners, LLC, Commnet of Arizona, LLC, Commnet

of Nevada, LLC, Excomm, LLC, and Mora Valley Wireless, LLC (collectively, the “Commnet Parties” and, individually,

each a “Commnet Party”), entered into that certain Purchase and Sale Agreement (the “Transaction Agreement”),

dated as of February 11, 2026, with EIP Holdings IV, LLC, an affiliate of Everest Infrastructure Partners, Inc. (“Everest”),

to sell certain tower portfolio sites (representing the substantial majority of the applicable Commnet Parties’ tower portfolio

and operations) to Everest (the “Tower Sale Transaction”) for up to $297 million in cash consideration (the “Aggregate

Consideration”).

On June 2, 2026 (the “Initial Closing

Date”), the Commnet Parties and Everest completed the initial closing of the Tower Sale Transaction (the “Initial Closing”)

and entered into an amendment to the Transaction Agreement (the “Amendment Agreement”) to waive certain conditions

to the Initial Closing and restate (i) the schedule of tower sites that were conveyed to Everest on the Initial Closing Date (the

“Assigned Sites”), (ii) the list of tower sites that will be managed by Everest but still subject to certain managed

site conditions prior to conveyance (the “Managed Sites”), and (iii) the list of tower sites that are still subject

to certain managed site conditions (the “Deferred Sites”).

At the Initial Closing, Everest paid the Commnet

Parties $153.4 million in consideration attributable to the Assigned Sites and $114.3 million in consideration attributable to the Managed

Sites. Everest will manage the Managed Sites until the conditions to their conveyance are satisfied, and such Managed Sites are transferred

to Everest at one or more subsequent closings (each, a “Subsequent Closing”). At any Subsequent Closing at which one

or more Deferred Sites are transferred, Everest will pay a portion of the Aggregate Consideration that is attributable to each Deferred

Site.

At the Initial Closing, the Commnet Parties and

Everest entered into, among other ancillary agreements, (i) the management agreement for the Managed Sites, (ii) master lease

agreements, pursuant to which the Sale Site Subsidiary (as defined in the Transaction Agreement) will lease to the applicable Commnet

Party the requisite ground, tower, or other space of the Assigned Sites (the “Leaseback”) for the Company’s continued

use, and (iii) a preferred backhaul agreement whereby Commnet and/or one or more of its affiliates will become the preferred backhaul

provider for Everest with respect to the Assigned Sites.

The foregoing descriptions of the Transaction Agreement and the Amendment

Agreement do not purport to be complete and are qualified in their entireties by reference to the full texts of the Transaction Agreement

and the Amendment Agreement, copies of which are filed as Exhibit 10.1 to the Initial Form 8-K and Exhibit 10.1 to this

Form 8-K, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 2, 2026, the Company issued a press

release regarding the Initial Closing of the Tower Sale Transaction. 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 8.01 Other Events.

As previously disclosed in the Initial Form 8-K, the Company entered

into a Consent Agreement (the “Consent”) with CoBank, ACB (“CoBank”) (as Administrative Agent) and

the Lenders and Voting Participants (constituting Required Lenders) party thereto, in connection with the Company’s Credit Agreement,

dated as of July 13, 2023, by and among the Company, certain of the Company’s subsidiaries as guarantors, CoBank (as Administrative

Agent, Lead Arranger, Swingline Lender, an Issuing Lender and a Lender), Fifth Third Bank, N.A. (as Joint Lead Arranger and a Lender),

and MUFG Bank, Ltd. (as a Joint Lead Arranger and a Lender) (the “Credit Agreement”).

Pursuant to the terms of the Consent, the Commnet Parties utilized

a portion of Net Cash Proceeds (as defined in the Consent) received from the Tower Sale Transaction to repay $68 million in outstanding

amounts under the Company’s revolving loan facility in the Credit Agreement (the “Revolving Loan”).

The foregoing description of the Consent does

not purport to be complete and is qualified in its entirety by reference to the full text of the Consent, a copy of which is filed as

Exhibit 10.2 to the Initial Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The following unaudited pro forma consolidated

financial information of the Company (giving effect to the Tower Sale Transaction) is attached as Exhibit 99.2 and incorporated herein

by reference (the “Unaudited Pro Forma Financial Information”):

· Unaudited Pro Forma Condensed Balance Sheet for

the Company as of March 31, 2026;

· Unaudited

Pro Forma Condensed Statement of Operations for the three months ended March 31, 2026; and

· Unaudited

Pro Forma Condensed Statement of Operations for the year ended December 31, 2025.

The Unaudited Pro Forma Financial Information

is presented for illustrative purposes only and is not intended to represent or be indicative of the Company’s consolidated results

of operations or financial position that would have been reported had the Tower Sale Transaction been completed as of the dates presented

in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information should not be taken as a representation

of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments in the Unaudited Pro

Forma Financial Information are based on available information and certain assumptions that management believes are reasonable under the

circumstances.

(d) Exhibits.

10.1* Amendment to Purchase and Sale Agreement, dated June 2, 2026, by and among Commnet Wireless, LLC, Alloy, Inc., Arizona Nevada

Tower Company, LLC, Commnet Four Corners, LLC, Commnet of Arizona, LLC, Commnet of Nevada, LLC, Excomm, LLC, Mora Valley Wireless, LLC,

and EIP Holdings IV, LLC.

99.1 Press Release, dated June 2, 2026.

99.2 Unaudited Pro Forma Condensed Consolidated Financial Information.

104 Cover page formatted in Inline XBRL (embedded within the

Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally

to the SEC a copy of any omitted schedule upon request.

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: June 3, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2616732d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE

BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS

(I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT

This AMENDMENT NO. 1 TO PURCHASE

AND SALE AGREEMENT (this “Amendment”), dated as of June 2, 2026 (the “Initial Closing Date”),

is by and among: (i) Commnet Wireless, LLC, a Delaware limited liability company (“Commnet”), Alloy, Inc.,

a Delaware corporation (“Alloy”), Arizona Nevada Tower Company, LLC, a Nevada limited liability company, Commnet Four

Corners, LLC, a Delaware limited liability company (“Commnet Four Corners”), Commnet of Arizona, LLC, a Delaware limited

liability company, Commnet of Nevada, LLC, a Delaware limited liability company, Excomm, LLC, a Delaware limited liability company, and

Mora Valley Wireless, LLC, a Delaware limited liability company (collectively with Commnet and Alloy, the “Commnet Parties”

and, individually, each a “Commnet Party”); (ii) EIP Holdings IV, LLC, a Delaware limited liability company (“Buyer”);

and (iii) Southwest Tower Holdings, LLC, a Delaware limited liability company (the “Sale Site Subsidiary”). Each

Commnet Party, Buyer, and the Sale Site Subsidiary may be referred to, individually, as a “Party” and, collectively,

as the “Parties”. Initially capitalized terms used in this Amendment have the meanings set forth in the PSA (as defined

below).

Background

A. The Parties are parties to the Purchase and Sale Agreement, dated as of February 11, 2026 (as

amended, modified, and supplemented from time to time, the “PSA”).

B. In connection with the Initial Closing, the Parties desire to make certain amendments to the PSA to and

acknowledge certain matters, as more particularly set forth in this Amendment.

Agreement

In consideration of the mutual

covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which

are acknowledged, the Parties agree as follows:

1. Amendments to PSA.

(a) The Portfolio Site Information List attached as Schedule 1 to the PSA is hereby amended and restated

in its entirety as set forth in Exhibit A hereto.

(b) The definition of “AT&T/Buyer Bifurcated License Agreements” in the PSA is hereby amended

and restated in its entirety as follows:

“AT&T/Buyer Bifurcated License Agreements”

means the bifurcated portion of the AT&T License Agreements that relates to the AT&T Sites and to which the Sale Site Subsidiaries

are a party, as landlord.

and restated in its entirety as follows:

“AT&T/Commnet Bifurcated License Agreements”

means the bifurcated portion of the AT&T License Agreements that relates to the AT&T Sites and to which Commnet is a party, as

landlord.

(d) The definition of “Consideration Base Amount” in the PSA is hereby amended and restated in

its entirety as follows:

“Consideration Base Amount” means an amount

equal to $[***].

(e) A new Section 7.2(f) is added to the PSA immediately after the existing Section 7.2(e),

which Section 7.2(f) state the following:

The Parties understand and agree that, as of the Initial Closing Date, certain Portfolio Sites are

subject to a zoning exemption (each, an “Exemption”) granted to the applicable Commnet Party(ies) by the [***]

(“County”). If any such Portfolio Site becomes a Sale Site, then, during the period commencing on the Initial

Site Closing Date for such Sale Site and continuing until the Final Subsequent Closing Date, Commnet shall take such actions and

execute and deliver such documents and instruments as may be reasonably requested by Buyer (at Buyer’s sole cost and expense)

to enable the applicable Sale Site Subsidiary to obtain any zoning, special use permits, variances, or governmental approvals

required by the County with respect to any such Sale Site. Commnet’s cooperation under this Section 7.2(f) shall

include, but not be limited to, within fifteen (15) days after receipt of a reasonable written request from Buyer: (i) the

execution of any petitions, applications, or other items reasonably required by the County from Comment; and (ii) the provision

to Buyer of any documents or information in Commnet’s possession that may assist Buyer in obtaining any permits, exemptions or

approvals from the County. Nothing in this Section 7.2(f) shall require any Commnet Party to incur any

out-of-pocket expenses or any financial liabilities.

(f) Notwithstanding anything in the PSA to the contrary, the definition of Included Property shall include,

and the definition of Excluded Assets shall not include, the buildings, huts, and equipment shelters (including common shelters) located

at the Portfolio Sites identified on Exhibit B hereto to the extent that such Portfolio Sites are Managed Sites or Assignable

Sites (collectively, the “Shelters”) unless, the Parties agree otherwise in the SLA for any such Portfolio Site. For

the avoidance of doubt, any cabinets (interior or exterior) located at such Portfolio Sites are Excluded Asserts.

(g) The definition of “Data Room” in the PSA is hereby amended and restated in its entirety as

follows:

“Data Room” means, collectively, those folders

of the electronic data room hosted by Datasite LLC that were established by Commnet under the name “Project Catapult” for

the transactions contemplated by this Agreement that contain the documents and data to which Buyer or any of its Representatives had

access as of the Initial Closing and all documents and data that were in the folders of such electronic data rooms at any time on or

subsequent to the date on which Buyer or any of its Representatives first obtained access to the folders of such electronic data rooms;

provided, however, that Data Room shall also be deemed to include all of the documents and data in the folders of the electronic

data room hosted by Box, Inc. that were established by Buyer under the name “EIP-ATN-Shared Files” for the transactions

contemplated by this Agreement.

2. Updated Sections of the Commnet Disclosure Schedule. In accordance with Section 8.2(h) of

the PSA, updated versions of Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.10, and 5.11

of the Commnet Disclosure Schedule are attached as Exhibit C hereto (which updated versions amend and restate such Sections

of the Commnet Disclosure Schedule in their entirety). Notwithstanding anything to the contrary in the PSA, the Parties agree that such

update was timely delivered by the Parties.

3. Waiver of Condition Precedent. The Commnet Parties hereby waive the condition precedent set forth

in Section 8.3(f) of the PSA.

4. Credit for Interest on Deposit Amount. The Parties acknowledge and agree that: (i) the Deposit

Amount paid to Commnet at the Initial Closing included interest that accrued through May 31, 2026, but did not include any interest

for June, 2026 (the “June Interest”); (ii) the June Interest will be paid to Commnet by the Deposit

Agent in July, 2026; and (iii) Buyer shall receive a credit equal to the amount of the June Interest toward any amounts payable

to Commnet at the first Subsequent Closing.

5. Further Assurances. Without limiting any provision of the PSA or the Collateral Agreements, from

time to time, each Party agrees to execute and deliver such further instruments, agreements, and other documents and take such other reasonable

actions as may be necessary, proper or advisable to carry out the purposes and intent of this Amendment and the transactions contemplated

by this Amendment.

6. Miscellaneous.

(a) PSA. This Amendment is subject to the terms and conditions of the PSA.

(b) Full Force and Effect. Except as specifically amended or modified in this Amendment, the terms

and provisions of the PSA and any Collateral Agreements shall not be affected by this Amendment and shall continue in full force and effect.

the State of Delaware as to all matters, including matters of validity, construction, effect, performance and remedies (without regard

to conflict of laws principles that would require the application of the laws of another jurisdiction).

(d) Counterparts. This Amendment may be executed by original, facsimile, or electronic signatures (complying

with the U.S. Federal ESIGN Act of 2000, 15 U.S.C. 96) and in any number of counterparts, all of which shall be considered one instrument.

Counterparts, signed facsimile and electronic copies of this Amendment, shall legally bind the Parties to the same extent as original

documents and shall have the same legal effect as original documents.

* * * Remainder of Page Blank -- Signature

Page Follows * * *

SIGNATURE PAGE TO AMENDMENT NO. 1 TO PURCHASE

AND SALE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this

Amendment as of the Initial Closing Date.

Commnet Wireless, LLC

Arizona Nevada Tower Company, LLC

Commnet Four Corners, LLC

Commnet of Arizona, LLC

Commnet of Nevada, LLC

Excomm, LLC

Mora Valley Wireless, LLC

Alloy, Inc.

By:

/s/ Naji Khoury

Naji Khoury, President

Southwest Tower Holdings, LLC

By:

Alloy, Inc., its Member

By:

/s/ Naji Khoury

Naji Khoury, President

EIP Holdings IV, LLC

By:

/s/ Michael Mackey

Michael Mackey, President

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2616732d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

ATN International, Inc. Completes Initial

Closing on the Sale of its Towers

and Updates 2026 Outlook

ATN received $268 million in cash proceeds upon

initial closing

BEVERLY, Mass., June 2, 2026 (GLOBE NEWSWIRE)

-- ATN International, Inc. (“ATN”, the “Company”, “we”, “us”, and “our”)

(Nasdaq: ATNI), a leading provider of digital infrastructure and communications services, announced that its subsidiary, Commnet Wireless,

LLC and certain of its subsidiaries have completed the initial closing (the “initial closing”) of the previously disclosed

sale of Southwestern U.S. towers and related operations (the “Tower Portfolio”). to EIP Holdings IV, LLC, an affiliate of

Everest Infrastructure Partners, Inc. for $268 million in cash (the “Tower Portfolio Transaction”).

“The

initial closing of the Tower Portfolio Transaction represents an important milestone in building a stronger, more resilient ATN,”

said Naji Khoury, Chief Executive Officer of ATN. “With net proceeds from the initial closing broadly the size of our annual Adjusted

EBITDA, we are enhancing our liquidity and financial flexibility. This positions us to execute disciplined capital allocation and invest

in opportunities that drive performance and deliver long-term stockholder value.”

Subsequent closings, up to an additional $30 million

in proceeds, are expected to occur over the next twelve months, subject to the achievement of specified construction and operational milestones

at sites not transferred at the initial closing.

As previously disclosed, the Company will allocate

$68 million of the initial closing proceeds to repay borrowings outstanding under its CoBank revolving credit facility.

The Company expects the impact of the initial

closing will reduce the remaining seven months of 2026 consolidated and US Telecom segment revenues by $3 million, operating income by

$4 million, and Adjusted EBITDA1 by $7 million. As a result, the Company’s previously disclosed 2026 full-year Adjusted

EBITDA1 outlook of $190 to $200 million is now expected to be $183 million to $193 million.

About ATN

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.

Use of Non-GAAP Financial Measures and Definition

of Terms

In addition to financial measures prepared in

accordance with generally accepted accounting principles (“GAAP”), this press release also contains forward-looking Adjusted

EBITDA, a non-GAAP financial measure.

1Adjusted EBITDA is defined as Operating

income (loss) before depreciation and amortization expense, transaction-related charges, restructuring and reorganization expenses, the

loss on dispositions, transfers and contingent consideration, and non-cash stock-based compensation.

The Company believes that the inclusion of this

non-GAAP financial measure helps investors gain a meaningful understanding of the Company's core operating results and enhances the usefulness

of comparing such performance with prior periods. Management uses this non-GAAP measure, in addition to GAAP financial measures, as the

basis for measuring the Company’s core operating performance and comparing such performance to that of prior periods. The forward-looking

non-GAAP financial measure included in this press release is not meant to be considered superior to or a substitute for results of operations

prepared in accordance with GAAP and should be used supplementally to the Company’s GAAP financial results.

Forward-looking Adjusted EBITDA for the full-year

2026 excludes potential charges or gains that may be recorded during the fiscal year, including among other things such as restructuring

and reorganization expenses, transaction-related expenses and gains or losses on dispositions, transfers and contingent consideration.

The Company has not attempted to provide a reconciliation of such forward-looking non-GAAP earnings guidance to the comparable GAAP measure,

as permitted by Item 10(e)(1)(i)(B) of Regulation S-K, because of the impact and timing of these potential charges or gains is inherently

uncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, the Company believes such reconciliation

would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP

measures of the Company’s financial performance.

Cautionary Language Concerning Forward-Looking

Statements

This press release contains forward-looking statements

relating to, among other matters, the Company’s future financial performance, business goals and objectives, and results of operations,

its future revenues, operating income, cash flows, network and operating costs, Adjusted EBITDA, and capital investments; additional

closings of the remaining Tower Portfolio and the timing thereof; the Company’s liquidity; and management’s plans and strategy

for the future. 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, the impact of cost savings initiatives, and the retention of and future

growth of the Company’s subscriber base and average revenue per user; (2) our ability to satisfy other remaining conditions

to achieve subsequent closings with respect to sites in the Tower Portfolio; (3) with respect to the use of proceeds resulting from

the Tower Portfolio, the timing, manner and extent to which such proceeds are deployed may be affected by future market conditions, potential

changes in tax laws and the Company's ability to develop corporate investment and strategic opportunities; (4) 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; (5) the impact (if any) of geopolitical instability and U.S. military presence in the Caribbean;

(6) management transitions, and the loss of, or an inability to recruit skilled personnel in the Company’s various jurisdictions,

including key members of management; (7) the Company’s reliance on a limited number of key suppliers and vendors for timely

and cost-effective supply of equipment and services relating to the Company’s network infrastructure; (8) the Company’s

ability to satisfy the needs and demands of the Company’s major carrier customers; (9) the Company’s ability to realize

expansion plans for its fiber markets; (10) the adequacy and expansion capabilities of the Company’s network capacity and

customer service system to support the Company’s customer growth; (11) 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; (12) the Company’s continued access to capital and credit markets on terms it deems favorable; (13)

the Company’s ability to successfully replace revenue declines in its US Telecom businesses as a result of the pending US tower

portfolio sale through carrier, enterprise broadband, and consumer-based broadband services; (14) ongoing risk of an economic downturn,

political, geopolitical and other risks and opportunities impacting the Company’s operations, including those resulting from changes

and uncertainties related to trade policies and tariff regulations, financial market volatility and disruption, uncertain economic conditions

in the U.S. and abroad, inflationary concerns, and other macroeconomic headwinds including increased costs and supply chain disruptions;

(15) 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 (16) 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.

Company Contact:

Michele Satrowsky

SVP, Head of IR & Treasury

ATN International Inc.

ir@atni.com

Investor Relations Contact:

Joe Noyons or Kelley Buchhorn

Three Part Advisors, LLC

jnoyons@threepa.com; kbuchhorn@threepa.com

Table 1

ATN International, Inc.

Reconciliation of Non-GAAP Measures

(In Thousands)

Forecasted Impact on Statement

of Operations

For the year ended December 31, 2026

Forecasted

Impact

Revenue decrease

$  (3,000 )

Operating expense increases

(4,000 )

Depreciation expense decrease

3,000

Operating income decrease

$ (4,000 )

Adjustments from Operating Income to EBITDA:

Depreciation expense decrease

(3,000 )

EBITDA decrease

$ (7,000 )

Adjustments from EBITDA to Adjusted EBITDA:

None

Adjusted EBITDA decrease

$ (7,000 )

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2616732d1_ex99-2.htm · Sequence: 4

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL

INFORMATION

The following unaudited pro forma condensed consolidated

financial information has been prepared by the Company and gives pro forma effect to the completion of Initial Closing of the Company’s

Tower Sale Transaction with Everest. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Form 8-K

filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2026. The Company, through its subsidiaries,

the Commnet Parties, completed the Initial Closing of the Tower Sale Transaction with Everest, on June 2, 2026, pursuant to which

Everest purchased certain tower portfolio sites in the southwestern United States. At the Initial Closing the Company received cash payment

of $267.7 million. This amount consists of $255.7 million recorded as sale consideration as well as $12.0 million received at the Initial

Closing and recorded as deferred pending the Company’s achievement of certain conditions on Managed Sites subsequent to the Initial

Closing. The Transaction Agreement contemplates Subsequent Closings at which one or more Managed Sites or Deferred Sites will be transferred

to Everest when and if certain site conditions are met. The Company can receive additional payments of up to $29.8 million if these site

conditions are met. The unaudited pro forma condensed consolidated financial information does not include any impact related to Subsequent

Closings. The Tower Sale Transaction does not qualify as a discontinued operation because the disposition does not represent a strategic

shift that has a major effect on the Company’s operations and financial results.

In addition, in connection with the Tower Sale

Transaction, the Company entered into a Consent with CoBank requiring the Company to repay amounts outstanding under the Company’s

Revolving Loan.

The following unaudited pro forma condensed consolidated

financial information is provided for informational purposes only. The information is not necessarily indicative of what the financial

position or results of operations of the Company would have been if the Tower Sale Transaction had been completed as of and for the periods

indicated. In addition, the information does not purport to project the future financial position or operating results of the Company.

The unaudited pro forma condensed consolidated

financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United

States of America. In addition, the information is based upon available information and a number of assumptions that the Company considers

to be reasonable, and have been made solely for purposes of developing such unaudited pro forma condensed consolidated financial information

for illustrative purposes in compliance with the disclosure requirements of Article 11 of Regulation S-X.

The unaudited pro forma condensed consolidated

statements of operations give effect to the Initial Closing of the Tower Sale Transaction as if it had occurred on January 1, 2025.

The unaudited pro forma condensed consolidated balance sheet gives effect to the Initial Closing of the Tower Sale Transaction as if it

had been consummated on March 31, 2026. You should read this unaudited pro forma financial information in connection with the accompanying

notes to the unaudited pro forma condensed consolidated financial information and the historical financial statements of the Company filed

with the SEC.

Pro forma adjustments related to the unaudited

pro forma condensed consolidated statements of operations give effect to certain events that are (i) directly attributable to the

Tower Sale Transaction, (ii) factually supportable and (iii) expected to have a continuing impact on the Company’s results.

Pro forma adjustments related to the unaudited pro forma condensed consolidated balance sheet give effect to events that are directly

attributable to the Initial Closing of the Tower Sale Transaction, and that are factually supportable regardless of whether they have

a continuing impact or are non-recurring.

The pro forma adjustments

are preliminary and have been made solely for the purpose of providing unaudited pro forma financial information and amounts may change

based on a final determination of the book value of assets, liabilities, and other closing date adjustment amounts. The Company is still

in the process of evaluating the tax implications of the Tower Sale Transaction on its consolidated tax provision. Thus, the final loss

may differ in material respects from that presented in the unaudited pro forma financial information.

Unaudited

Pro Forma Condensed Balance Sheet

March 31,

2026

(Amounts

in Thousands)

ATN

Tower

Sale Transaction

Note

Pro

Forma Adjustments

Note

Pro

Forma

Assets

Cash and cash equivalents

$ 108,831

$ -

$ 212,213

(b), (c)

$ 321,044

Restricted cash

14,659

Short-term investments

396

Accounts receivable, net

86,311

Government grant receivable

37,464

Customer receivable

9,365

Inventory, materials and supplies

14,123

Prepayments and other current

assets

55,376

Assets held

for sale

8,600

Total

current assets

335,125

212,213

547,338

Fixed assets, net

954,823

Telecommunications licenses,

net

105,486

Goodwill

4,835

Inangible assets, net

7,035

Operating lease right-of-use

assets

92,206

Customer receivable - long term

32,333

Assets held for sale, net of

current portion

39,313

(34,434 )

(a)

4,879

Other assets

103,497

Total

assets

$ 1,674,653

$ (34,434 )

$ 212,213

$ 1,852,432

Liabilities, mezzanine equity

and stockholders' equity

Current portion of long-term

debt

$ 21,623

$ -

$ 21,623

Current portion of customer receivable

credit facility

8,892

Accounts payable and accrued

liabilities

177,506

6,760

(e)

184,266

Dividends payable

4,230

Accrued taxes

11,306

45,562

(b)

56,868

Current portion of lease liabilities

14,095

Advanced payments and deposits

37,993

12,000

(b)

49,993

Liabilities

held for sale

1,250

(1,151 )

(a)

Total

current liabilities

276,895

(1,151 )

64,322

340,066

Deferred income taxes

711

9,326

(b)

10,037

Lease liabilities, excluding

current portion

70,935

Deferred revenue, long-term

45,469

Liabilities held for sale, net

of current portion

6,101

(6,085 )

(a)

Other liabilities

63,502

Customer receivable credit facility,

net of current portion

28,513

Long term

debt, excluding current portion

548,537

(55,456 )

(c)

493,081

Total

liabilities

1,040,663

(7,236 )

18,192

1,051,619

Mezzanine Equity

Preferred units

73,414

Common

units

15,001

Total

mezzanine equity

88,415

Common stock

183

Treasury stock

(105,046 )

Additional paid-in capital

221,936

Retained earnings

300,744

(27,198 )

(a)

174,877

(b)

448,423

Accumulated

other comprehensive income

15,762

Total stockholders' equity

433,579

(27,198 )

174,877

581,258

Non-controlling

interests

111,996

19,144

(b)

131,140

Total

equity

545,575

(27,198 )

194,021

712,398

Total

liabilities, mezzanine equity and stockholders' equity

$ 1,674,653

$ (34,434 )

$ 212,213

$ 1,852,432

Unaudited

Pro Forma Condensed Statement of Operations

Three months

ended March 31, 2026

(Amounts

in Thousands, Except Per Share Data)

ATN

Tower

Sale

Transaction

Note

Pro

Forma

Adjustments

Note

Pro

Forma

Revenue:

Communication

Services

$ 178,458

$ (1,418 )

(a)

$ -

$ 177,040

Construction

Other

3,761

Total revenues

182,219

(1,418 )

180,801

Operating

expenses (excluding depreciation and amortization unless otherwise indicated):

Cost of

communication services and other

77,426

1,443

(a)

78,869

Cost of

construction revenue

Selling,

general and administrative

56,176

Stock-based

compensation

1,935

Transaction-related

charges

833

(773 )

(e)

Restructuring

and reorganization expenses

1,725

Depreciation

and amortization

31,156

(820 )

(a)

30,336

Amortization

of intangibles from acquisitions

496

Loss

on disposition of long-lived assets

782

Operating

expenses

170,529

(150 )

170,379

Income

(loss) from operations

11,690

(1,268 )

10,422

Other

income (expense)

Interest

income

132

Interest

expense

(10,478 )

896

(c)

(9,582 )

Other

income, net

(3,232 )

Other

income (expense)

(13,578 )

896

(12,682 )

Income

(loss) before income taxes

(1,888 )

(1,268 )

896

(2,260 )

Income

tax expense (benefit)

1,586

(317 )

(d)

224

(d)

1,493

Net income

(loss)

(3,474 )

(951 )

672

(3,753 )

Net

loss attributable to non-controlling interests, net of tax

677

(a)

731

Net

income (loss) after non-controlling interest

$ (2,797 )

$ (897 )

$ 672

$ (3,022 )

Net loss

per weighted average share attributable to ATN International, Inc. stockholders:

Basic

$ (0.29 )

$ (0.30 )

Diluted

$ (0.29 )

$ (0.30 )

Weighted average common

shares outstanding:

Basic

15,283

Diluted

15,283

Unaudited

Pro Forma Condensed Statement of Operations

Twelve months

ended December 31, 2025

(Amounts

in Thousands, Except Per Share Data)

ATN

Tower

Sale

Transaction

Note

Pro

Forma

Adjustments

Note

Pro

Forma

Revenue:

Communication

Services

$ 706,239

$ (5,672 )

(a)

$ -

$ 700,567

Construction

4,825

Other

16,911

Total

revenues

727,975

(5,672 )

722,303

Operating

expenses (excluding depreciation and amortization unless otherwise indicated):

Cost of

communication services and other

313,128

5,771

(a)

318,899

Cost of

construction revenue

5,264

Selling,

general and administrative

219,540

Stock-based

compensation

8,543

Transaction-related

charges

3,576

(1,388 )

(e)

2,188

Restructuring

and reorganization expenses

10,157

Depreciation

and amortization

132,976

(4,922 )

(a)

128,054

Amortization

of intangibles from acquisitions

4,908

Loss

on disposition of long-lived assets

1,449

Operating

expenses

699,541

(539 )

699,002

Income

(loss) from operations

28,434

(5,133 )

23,301

Other

income (expense)

Interest

Income

702

Interest

Expense

(47,822 )

4,998

(c)

(42,824 )

Other

income (expense), net

(9,067 )

Other

income (expense)

(56,187 )

4,998

(51,189 )

Income

(loss) before income taxes

(27,753 )

(5,133 )

4,998

(27,888 )

Income

tax expense (benefit)

(4,231 )

(1,283 )

(d)

1,250

(d)

(4,264 )

Net income (loss)

(23,522 )

(3,850 )

3,748

(23,624 )

Net

loss attributable to non-controlling interests, net of tax

8,616

220

(a)

8,836

Net

income (loss) attributable to stockholders

$ (14,906 )

$ (3,630 )

$ 3,748

$ (14,788 )

Net loss

per weighted average share attributable to ATN International, Inc. stockholders:

Basic

$ (1.38 )

$ (1.37 )

Diluted

$ (1.38 )

$ (1.37 )

Weighted average common

shares outstanding:

Basic

15,218

Diluted

15,218

Notes to Unaudited Pro Forma Condensed Consolidated

Financial Information

(Amounts In Thousands, Except Per Share Data)

Note 1. Basis of Presentation

The unaudited pro forma condensed consolidated financial

information is derived from the Company’s historical audited consolidated financial statements as of and for the year ended December 31,

2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s unaudited quarterly

condensed consolidated financial statements as of and for the three months ended March 31, 2026, included in our Quarterly Report

on Form 10-Q for the quarterly period ended March 31, 2026.

Note 2. Preliminary Purchase Price

Allocation

On June 2, 2026, the Company completed the Initial

Closing of the Tower Sale Transaction and sold a portion of its Tower Portfolio to Everest for cash payments of $267.7 million. This amount

consists of $255.7 million recorded as sale consideration as well as $12.0 million received at the Initial Closing that will be deferred

pending the Company’s achievement of certain conditions on Managed Sites subsequent to the Initial Closing. The Transaction Agreement

contemplates Subsequent Closings at which one or more Managed Sites or Deferred Sites will be transferred to Everest when and if certain

site conditions are met. The Company can receive additional payments of up to $29.8 million if these site conditions are met. The net

book value of the assets and liabilities being transferred is $27.2 million, as of March 31, 2026. The Company incurred $8.9 million

of transaction related charges pertaining to legal, accounting and consulting services associated with the Tower Sale Transaction. The

fixed assets disposed had useful lives of between 6 and 15 years. The table below identifies the assets and liabilities transferred:

Consideration received

$ 255,669

Assets disposed:

Fixed assets

28,679

Other assets

1,159

Operating leases

4,595

Current portion of lease liabilities

(1,152 )

Other liabilities

(2,883 )

Lease liabilities, excluding current portion

(3,200 )

Net assets disposed

27,198

Gain on sale of assets

228,471

Tranaction costs:

Incurred prior to March 31, 2026

2,160

Accrued in pro forma results

6,760

Total

8,920

Gain on sale after transaction costs

$ 219,551

Note 3. Pro Forma Adjustments

The following is a summary of the pro

forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements based on preliminary estimates, which

may change as additional information is obtained:

(a) Disposition – This adjustment removes the disposed assets and the associated revenue and expense. Refer to Note 2 for the assets

and liabilities disposed. The adjustment to retained earnings represents the net book value of the assets disposed.

(b) Purchase Price – The Company received $267.7 million of cash payments consisting of $255.7 million of cash consideration and

a deferral of $12.0 million related to the achievement of certain closing conditions on Managed Sites after the Initial Closing. As a

result of the disposition, the pro forma financials reflect a gain of $228.5 million before income taxes and transaction costs. In addition,

the pro forma results include tax expense of $54.9 million, consisting of $45.6 million of current and $9.3 of deferred income tax expense,

and gains allocated to non-controlling interest of $19.1 million. These amounts were not included in the unaudited pro forma condensed

consolidated statement of operations for the year ended December 31, 2025, due to their non-recurring nature, but have been recorded

in the unaudited pro forma condensed consolidated balance sheet as of March 31, 2026. The adjustment to retained earnings reflects

consideration received less tax expense and income allocated to non-controlling interests. The Company is currently evaluating the tax

impact of the Tower Sale Transaction, and tax accruals may not be the actual amount of taxes paid by the Company.

(c) Credit Facility Repayment – The Company paid $67.9 million on its Revolving Loan at the Initial Closing, and this adjustment

represents the repayment of $55.5 million that was outstanding as at March 31, 2026. In addition, interest expense on the Revolving

Loan is removed from the pro forma condensed consolidated statement of operations.

(d) Income taxes –This adjustment reflects the tax expense associated with the Initial Closing of the Tower Sale Transaction and

pro forma adjustments. The adjustment is calculated based on a blended federal statutory and state tax rate of 25%.

(e) Transaction-related charges – This adjustment removes expenses pertaining to legal, accounting and consulting services associated

with the Tower Sale Transaction incurred prior to March 31, 2026 from the pro forma condensed consolidated statement of operations

and accrues such expenses payable at the Initial Closing of the Tower Sale Transaction in the pro forma condensed consolidated balance

sheet.

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