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Insider Trading Arrangements | 3 Months Ended | 9 Months Ended
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Sep. 30, 2025 | Sep. 30, 2025
Trading Arrangements, by Individual [Table] |  |
Material Terms of Trading Arrangement [Text Block] |  | Item 5. Other Information (a) Disclosure provided pursuant to Item 5.02 of Form 8-K. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 6, 2025, Tucows Inc. (the “Company”) announced that Elliot Noss will step down from his position as President and Chief Executive Officer of the Company, effective November 6, 2025 (the "Separation Date") and from any other positions held with the Company and any of the Company’s subsidiaries. However, Mr. Noss will remain as a member of the Company's Board of Directors (the "Board") following the Separation Date. Mr. Noss’ departure as Chief Executive Officer was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company appreciates Mr. Noss’s contributions as Chief Executive Officer of the Company. In connection with Mr. Noss' departure, the Company and Mr. Noss have entered into a mutual separation agreement (the "Separation Agreement"), dated as of November 6, 2025. Pursuant to the Separation Agreement, Mr. Noss will receive severance benefits including, but not limited to: (i) a cash payment equal to $2,500,000 U.S. Dollars; (ii) accelerated vesting of equity awards; (iii) continuation of health benefits for a period of time; and/or (iv) other benefits as specified in the Separation Agreement. In exchange for such benefits, Mr. Noss must execute a Release and Indemnity Agreement and comply with all post-employment restrictive covenants as set out in his employment agreement with the Company dated January 22, 2003 (the “Employment Agreement”), including, but not limited to, the confidentiality and non-solicitation provisions contained therein except for the requirements of Section 7(a) of the Employment Agreement, which were waived by the Company. On the Separation Date, the Company and Mr. Noss entered into a consulting agreement, pursuant to which Mr. Noss will provide consulting services regarding matters relating to Ting Fiber, Inc. (“Ting”) at a monthly rate of $25,000 U.S. Dollars. The Board has appointed David Woroch as Chief Executive Officer of the Company, effective November 6, 2025. David Woroch, 63, currently serves as our Chief Executive Officer of Tucows Domains Services and has led our Domains business since 2014 and oversees OpenSRS, eNom, Ascio (wholesale), Hover (retail), Tucows aftermarket, and Tucows Registry Services. Mr. Woroch joined the Company in March 2000 after thirteen years at IBM Canada and has helped build and lead our sales, marketing, product, business operations, engineering, with P&L responsibility for Tucows Domains. He also managed the acquisition and integration of EPAG, the International division of Melbourne IT, Enom, Ascio Technologies, and UNR Registry Services, along with a number of smaller acquisitions into our Domains business. Mr. Woroch does not have any family relationships with any executive officer or director of the Company. There are no arrangements or understandings between Mr. Woroch and any other persons pursuant to which he was selected as Chief Executive Officer. There are no transactions involving Mr. Woroch that would require disclosure under Item 404(a) of Regulation S-K. In connection with Mr. Woroch’s appointment, the Company and Mr. Woroch entered into an employment agreement (the “Employment Agreement), dated as of November 6, 2025, effective through and including November 30, 2029. Pursuant to the Employment Agreement, Mr. Woroch will receive an annual base salary of $650,000 Canadian Dollars and will be eligible to earn an annual performance-based bonus with a target amount of 100% of his base salary, based on the achievement of performance goals to be established by the Board or the Compensation Committee of the Board. The Employment Agreement also provides for a severance payment in the amount of six months’ compensation plus one months’ compensation for each additional completed year of service to be made in equal monthly installments in the event of a termination of Mr. Woroch's employment by the Company without "cause" or by Mr. Woroch for "good reason" (as such terms are defined in the Employment Agreement). The Employment Agreement contains customary confidentiality, non-competition, and non-solicitation provisions. Ivan Ivanov, the Chief Financial Officer of the Company, has also been appointed as the President and Chief Executive Officer of Ting. (b) None. (c) During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 1(c) of the Exchange Act (a “Rule 10b5-1 trading arrangement”) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K)
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