DEF 14A of Liberty Latin America Ltd., Apr 29, 2026

DEF 14A of Liberty Latin America Ltd.

Filed Apr 29, 2026 · FY20250001712184-26-000065

Open on EDGAR

  1. to be Held on June 23, 2026

    | TABLE OF CONTENTS | | | | | | Page | | EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION | | 35 | | | Executive Summary | 35 | | | Compensation Discussion and Analysis | 36 | | | Compensation Committee Report | 49 | | | 2025 Summary Compensation | 50 | | | Grants of Plan-Based Awards | 53 | | | Outstanding Equity Awards at 2025 Fiscal Year-End | 55 | | | 2025 Option Exercises and Stock Vested | 58 | | | Employment and Other Agreements | 59 | | | Aircraft Policy | 62 | | | Incentive Plans | 62 | | | Nonqualified Deferred Compensation | 63 | | | Potential Payments upon Termination or Change in Control | 64 | | | CEO Pay Ratio | 70 | | | Pay versus Performance | 72 | | | Director Compensation | 76 | | | 2025 Director Compensation | 77 | | EQUITY COMPENSATION PLAN INFORMATION | | 79 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | 80 | | SHAREHOLDER PROPOSALS | | 80 | | ADDITIONAL INFORMATION | | 80 | | APPENDIX A: LIBERTY LATIN AMERICA 2026 INCENTIVE PLAN | | A-1 |

  2. The Board

    The Board The Board currently consists of nine directors, divided among three classes. Our Class III directors, whose terms will expire at the 2026 Annual General Meeting of our shareholders, are Michael T. Fries, Alfonso de Angoitia Noriega, Paul A. Gould and Roberta S. Jacobson. These directors are nominated for election to the Board to continue to serve as Class III directors, and we have been informed that each of them is willing to serve as a director of our company. The term of the Class III directors who are elected at the AGM will expire at the 2029 Annual General Meeting of our shareholders. Our Class I directors, whose terms will expire at the 2027 Annual General Meeting of our shareholders, are Charles H.R. Bracken and Balan Nair. Our Class II directors, whose terms will expire at the 2028 Annual General Meeting of our shareholders, are Miranda Curtis, Brendan Paddick and Daniel E. Sanchez. If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the AGM, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board. The following lists the four nominees for election as a director at the AGM and the five directors of our company whose term of office will continue after the AGM, and includes, as to each person, how long such person has been a director of our company, such person’s professional background, other public company directorships, other positions and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of the Board. The number of our common shares beneficially owned by each director is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management.

  3. Vote and Recommendation

    Vote and Recommendation A plurality of the combined voting power of the voting shares present in person or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, is required to elect Michael T. Fries, Alfonso de Angoitia Noriega, Paul A. Gould and Roberta S. Jacobson as Class III members of the Board. The Board unanimously recommends a vote “FOR” the election of each nominee to the Board.

  4. Vote and Recommendation

    | Nominees for Election | | | Directors Whose Term Expires in 2026 | | | Michael T. Fries Age: 63 | Executive Chairman of our company. Professional Background: Mr. Fries has served as Executive Chairman of our company since December 2017. He has nearly 40 years of experience in the telecom and media industry. He has served as Chief Executive Officer of Liberty Global since 2005 and is also Chairman of the Board of Directors. He was a co-founder of its predecessor over three decades ago and has overseen its growth into a world leader in converged broadband, mobile and video communications. With approximately 29,000 employees, approximately 80 million fixed and mobile connections, more than $4 billion in consolidated revenue and approximately $18 billion of revenue generated by its Virgin Media-O2 and VodafoneZiggo joint ventures, Liberty Global is dedicated to building Tomorrow’s Connections Today by investing in the infrastructure and platforms that empower customers and deploying the advanced technologies that nations and economies need to thrive. Liberty Global is also an active investor in cutting-edge infrastructure, media and technology businesses. Other Public Company Directorships: Liberty Global & predecessor (Chairman since January 2026 and Director since June 2005); Lionsgate Studios Corp.& predecessor (since November 2015); Grupo Televisa S.A.B. (since April 2015); and Sunrise Communications AG (Chairman since November 2024). Other Positions: GSMA — Board Member; Cablelabs— Board Member; The Paley Center for Media — Trustee & Finance Committee Member; and World Economic Forum — Communication and Technology Governor. Board Membership Qualifications: Mr. Fries’ significant executive experience in building and managing converged video, broadband, mobile and entertainment platforms, in-depth knowledge of all aspects of operating a global business and his responsibility for setting the strategic, financial and operational direction for an international company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. | | Alfonso de Angoitia Noriega Age: 64 | A director of our company. Professional Background: Mr. de Angoitia Noriega has served as a director of our company since December 2017. He is an experienced business executive with over 15 years in the telecommunications industry. In January 2018, he became a co-Chief Executive Officer of Grupo Televisa, S.A.B (Televisa) and also serves as Executive Chairman of TelevisaUnivision. Prior to that, he was an Executive Vice President of Televisa since May 2000. From 1999 to 2003, Mr. de Angoitia Noriega served as the Chief Financial Officer of Televisa. Televisa is a leading media company in the Spanish-speaking world and a cable operator, as well as a direct-to-home satellite pay television operator in Mexico. Televisa distributes the content it produces through several broadcast channels in Mexico and in over 50 countries through 26 pay-tv brands, and television networks, cable operators and over-the-top or “OTT” services. In the United States, Televisa’s audiovisual content is distributed through Univision Communications Inc. Prior to joining Televisa, Mr. de Angoitia Noriega was a founding partner of the law firm Mijares, Angoitia, Cortés y Fuentes, S.C. Other Public Company Directorships: Grupo Televisa S.A.B. (since April 1997); Univision Communications Inc. (director since December 2010); and Grupo Financiero Banorte, S.A.B. de C.V. (director since April 2015). Board Membership Qualifications: Mr. de Angoitia Noriega’s significant executive experience building and managing distribution and programming businesses in the Spanish-speaking world, plus his in-depth knowledge of all aspects of operating a telecommunications company and his responsibility for setting the strategic, financial and operational direction for such company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. Mr. de Angoitia Noriega also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located. |

  5. Vote and Recommendation

    | Paul A. Gould Age: 80 | A director of our company. Professional Background: Mr. Gould has served as a director of our company since December 2017. He has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC (Allen & Company), a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices. Other Public Company Directorships: Liberty Global & predecessors (since June 2005); Warner Bros. Discovery, Inc. (since April 2022); Discovery, Inc. (formerly Discovery Communications Inc.) (from September 2008 to April 2022); and Radius Global Infrastructure, Inc. (since February 2020). Other Positions: Cornell University (Trustee Emeriti); Weill Cornell Medical College (Member of Board of Fellows); and Wildlife Conservation Society (Trustee). Board Membership Qualifications: Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contributes to the Board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthens the Board’s collective qualifications, skills and attributes. | | Roberta S. Jacobson Age: 66 | A director of our company. Professional Background: Ambassador Roberta S. Jacobson has served as a director of our company since May 2022. In September 2023, she co-founded Dinámica Americas, where she draws on more than 30 years of distinguished diplomatic experience to advise clients. From February 2019 through August 2023, she was a senior advisor at Dentons Global Advisors/Albright Stonebridge Group (DGA/ASG), a global business strategy firm based in Washington, D.C. Prior to that, Ambassador Jacobson served a 100-day term as Special Assistant to President Joseph R. Biden and the National Security Council’s coordinator for the southwest border of the United States. From November 2020 to January 2021, Ambassador Jacobson served as a volunteer Agency Review Team member for the Biden Administration presidential transition team to directly support transition efforts related to the U.S. Department of State. From November 2015 to May 2018, Ambassador Jacobson served as U.S. Ambassador to Mexico, where she oversaw the U.S.-Mexico bilateral relationship and managed a broad array of issues, including trade and investment, security and immigration, the environment, and human rights. From July 2011 to until November 2015, Ambassador Jacobson served as the State Department’s acting assistant secretary and then assistant secretary for Western Hemisphere affairs. Ambassador Jacobson holds a B.A. from Brown University and a Master of Arts degree in Law and Diplomacy from Tufts University Fletcher School of Law and Diplomacy. Other Public Company Directorships: Soundthinking, Inc. (formerly known as ShotSpotter, Inc.) (since July 2021). Board Membership Qualifications: Ambassador Jacobson brings her considerable diplomatic and government relations background and extensive experience with respect to a broad array of issues involving Latin America where most of our operations are located, including issues relating to trade and investment, security and immigration, the environment, and human rights. Her deep knowledge of the region will contribute to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. |

  6. Vote and Recommendation

    | Directors Whose Term Expires in 2027 | | | Charles H.R. Bracken Age: 59 | A director of our company. Professional Background: Mr. Bracken has served as a director of our company since December 2017. He has been Executive Vice President of Liberty Global since January 2012 and its Chief Financial Officer since January 2017 and and serves on Liberty Global’s Executive Management and Investment Committees. Mr. Bracken is responsible for Liberty Global's Digital Infrastructure activities - including AtlasEdge, a leading pan European data center company. He also founded and oversees Liberty Blume, Liberty Global's tech enabled back-office solutions company. Mr. Bracken was one of the first European based employees of Liberty Global and was the Chief Financial Officer of the predecessor companies prior to the formation of Liberty Global in 2004. Before joining in 1999, Charlie held senior roles at Goldman Sachs, J.P. Morgan, and the European Bank for Reconstruction and Development (EBRD). From 1994 to 1999, he worked at Goldman Sachs International in London, where he held several positions including Executive Director in the Communications, Media, and Technology group, advising clients on mergers and corporate finance transactions. Other Positions: Virgin Media O2 (Board and Audit Committee member since June 2021); VodafoneZiggo Group (Member of Supervisory Board and Chair of Audit, Risk & Compliance Committee member since January 2017); and Telenet Group Holding N.V. (Board member from July 2005 until its delisting in October 2023). Board Membership Qualifications: Mr. Bracken’s significant executive experience in finance and treasury operations, capital strategies and complex business plans for a global company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. | | Balan Nair Age: 60 | President, Chief Executive Officer and a director of our company. Professional Background: Mr. Nair has served as our President and Chief Executive Officer and a director of our company since December 2017. He is an experienced business executive with over 20 years in the telecommunications industry. Mr. Nair joined Liberty Global in 2007 as its Senior Vice President and Chief Technology Officer and served as its Executive Vice President and Chief Technology and Innovation Officer, positions he held from January 2012 and April 2016, respectively, until December 2017. During his tenure with Liberty Global, Mr. Nair was instrumental in developing Liberty Global’s state-of the-art networks and delivering successful technology integrations for Liberty Global’s multiple acquisitions. In December 2017, Mr. Nair became Liberty Latin America’s President and Chief Executive Officer, resigning his positions with Liberty Global. Prior to joining Liberty Global, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company, from 2006. Prior to his role at AOL LLC, Mr. Nair spent more than five years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. He holds a patent in systems development. Other Public Company Directorships: Charter Communications Inc. (since May 2013); Adtran, Inc. (since May 2007); and Telenet Group Holding NV (April 2011 to February 2016). Other Position: Society of Cable Telecommunications Engineers Energy 2020 (Co-Chair). Board Membership Qualifications: Mr. Nair’s significant executive experience in building, integrating and managing operational and technology systems businesses and his in-depth knowledge of all aspects of technology for delivering telecommunications systems, as well as his position with Liberty Latin America provides an insider’s perspective to the Board’s consideration of technological developments, opportunities and strategies of our company and strengthens the Board’s collective qualifications, skills and attributes. |

  7. Vote and Recommendation

    | Directors Whose Term Expires in 2028 | | | Miranda Curtis Age: 70 | A director of our company. Professional Background: Ms. Curtis has served as a director of our company since December 2017. She has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of Liberty Global’s predecessor, Liberty Global Inc., and its predecessor where she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecommunications Co. Ltd (J:COM), the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer position with Liberty Global following Liberty Global’s sale of substantially all of its Japanese interests. Other Public Company Directorships: Liberty Global & predecessors (since June 2010); Marks & Spencer plc (February 2012 to January 2018); and Sunrise Communications Group AG (from November 2020 to April 2021), a former subsidiary of Liberty Global. Other Positions: Foreign and Commonwealth Office (U.K.) (Lead Independent Director 2017 to July 2020). In October 2020, appointed as a Companion of the Most Distinguished Order of Saint Michael and Saint George for services to gender equality globally. Board Membership Qualifications: Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contributes to the Board’s consideration of operational developments and strategies and strengthens the Board’s collective qualifications, skills and attributes. | | Brendan Paddick Age: 62 | A director of our company. Professional Background: Mr. Paddick has served as a director of our company since December 2017. He is the founder of Columbus International Inc. (Columbus) and served as its Chief Executive Officer from 2004 until its merger with Cable & Wireless Communications plc in March 2015. The combined company was later sold to Liberty Global in May 2016. At the time, Columbus provided digital video, broadband internet, IP voice, wholesale capacity and IP services, as well as cloud-based corporate data solutions and data center hosting throughout 42 countries in the greater Caribbean, Central American and Andean region. Prior to Columbus, Mr. Paddick served from April 1992 to August 2004 as President and Chief Executive officer of Persona Communications Inc., which provided video, internet, data and telephony services across Canada and The Bahamas. He was invested into the Order of Canada in 2025 in recognition of his outstanding achievement, dedication to the community and service to the nation. Other Public Company Directorships: MDA Space Ltd. (since April 2020); Clearwater Seafoods Incorporated (from 2006 to January 2021); Cable & Wireless Communications Plc (March 2015 to May 2016); Persona Communications (1998 to 2004); and Fishery Products International (2001 to 2004). Other Positions: Bahamas Telecommunications Company; Nalcor Energy (Chair from 2016 to 2022); NL Hydro (director from 2016 to 2022); Churchill Falls (Labrador) Corporation (Chair from 2016 to 2022); and Honorary Consul for Canada to The Bahamas (from 2006 to 2018). Board Membership Qualifications: Mr. Paddick has extensive experience in the cable telecommunications industry and his capital market experience contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, and strengthens the Board’s collective qualifications, skills and attributes. Mr. Paddick also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located. |

  8. Vote and Recommendation

    | Daniel E. Sanchez Age: 63 | A director of our company. Professional Background: Mr. Sanchez has served as a director of our company since December 2019. Since December 2022, Mr. Sanchez has been a director of Rocketship Public Schools, a multi-state operator of public charter schools, where he also serves on the Business Committee. In 2024, he became a director of Ensemble Learning, which seeks to improve educational outcomes for non-English learners, where he also serves on the Strategy Committee. He was a 2022 Fellow of Latinos for Education. In June 2024, he became a director of the Malone Family Land Preservation Foundation. He holds a B.A., Art History and Philosophy; a Juris Doctor (J.D.) degree in law; and a Master of Laws (L.L.M.) degree in federal taxation. In 2020, Mr. Sanchez retired from the private practice of law. Other Public Company Directorships: Warner Bros. Discovery Inc. (since October 2024); Liberty Global & predecessor (since March 2022); Discovery, Inc. (from May 2017 to April 2022); Lions Gate Entertainment Corp. (from September 2018 to May 2021); and Starz (from January 2013 to December 2016). Other Positions: Rocketship Public Schools (Director); Ensemble Learning (Director); Malone Family Land Preservation Foundation (Director). Board Membership Qualifications: Mr. Sanchez brings a unique legal and business perspective to our Board stemming from his legal career and his participation on other boards of directors. His specific business experience in media and telecommunications, along with his other directorship appointments on public company boards in the media industry, contribute to our board’s understanding of the potential strategic and operational challenges that we face and assists the Board in developing strategies that take into consideration a wide range of industrial issues. |

  9. EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

    EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

  10. Overview of Compensation Process

    Overview of Compensation Process The compensation committee of our Board was established for the purposes of assisting our Board in discharging its duties with respect to compensation of our executive officers and the administration of our incentive plans. In furtherance of its purposes, the compensation committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of the compensation committee reports to our Board on annual compensation decisions and on the administration of existing programs and development of new programs. In addition, meetings of the compensation committee can be attended by any director, including directors who are not committee members. The members of the compensation committee are “independent directors” (as defined under the Nasdaq rules) and “non-employee directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act). Compensation decisions with respect to our executive officers, including our NEOs, are made by the compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our other members of senior management in a variety of ways, including reviewing and recommending annual salaries, annual performance goals and the level of target and/or maximum performance awards for his executive team and evaluating their performance. With the assistance of our People and Legal Departments, he is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee data and legal, tax and accounting analyses relevant to compensation and benefit decisions. Decisions with respect to our CEO’s compensation are made in private sessions of the compensation committee without the presence of management. In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the committee’s own evaluation of company and NEO performance. However, the compensation committee has the authority under its charter to engage its own compensation consultants and other independent advisers, and the committee may retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. Our shareholders voted, on an advisory basis, on the compensation of our NEOs at our 2024 Annual General Meeting of shareholders, and we received the approval of approximately 93% of the aggregate votes cast on that proposal. No material changes were made to our executive compensation program as a result of this vote. At our 2024 Annual General Meeting of shareholders, shareholders elected to hold a say-on-pay vote every three years (referred to as the say-on-frequency vote) and our board of directors adopted this as the frequency at which future say-on-pay votes would be held. We will re-evaluate this determination following the next shareholder advisory say-on-frequency vote, which is expected to occur at our 2030 annual general meeting of shareholders, unless presented earlier. In early 2025, the compensation committee approved our NEOs’ 2025 compensation, including their target achievable annual cash performance awards, target annual equity awards for 2025, consisting of RSUs and SARs, and the financial and operational targets for earning the annual cash performance awards. Other than Mr. Nair, the NEOs received increases to their 2025 base salaries as discussed in more detail below. The 2025 target achievable annual cash performance and target annual equity awards for our NEOs (other than Mr. Nair) were identical to the 2024 targets. Mr. Nair’s target annual cash performance award increased from $4.5 million in 2024 to $4.75 million in 2025, and his target annual equity award increased from $7.5 million in 2024 to $7.75 million in 2025, in each case, pursuant to his employment agreement with our company. Our NEOs’ 2025 compensation is discussed in —Elements of Our Compensation Package below. We and our subsidiary, LiLAC Communications 2, Inc. (Liberty LA), have also entered into employment agreements with Messrs. Nair, Noyes, Hussain and Winter, the terms of which are described below under — Employment and Other Agreements. We believe that it is in our company’s best interest to have an employment agreement with Mr. Nair to serve as our CEO and with each of our other NEOs in order to promote stability in management, secure their services for the long term and implement appropriate restrictive covenants.

  11. Compensation Philosophy and Goals

    Compensation Philosophy and Goals The compensation committee has three primary objectives with respect to executive compensation: motivation, retention and long-term value creation for our shareholders. •Motivate our executives to maximize their contributions •Establish a mix of financial and operational performance objectives based on our annual budget and our medium-term outlook to balance short- and long-term goals and risks •Establish individual performance objectives tailored to each executive’s role in our company to ensure individual accountability •Pay for performance that meets or exceeds the established objectives •Attract and retain superior employees •Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent •Include vesting requirements and forfeiture provisions in our multi-year equity awards •Align executives’ interest with shareholders •Emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives for a portion of awarded compensation •Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ personal net worth to long-term share price appreciation for our shareholders Our performance-based compensation programs provide the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. A high percentage of the NEOs’ total compensation is aligned with shareholder interests and delivered in the form of annual performance bonuses, a significant portion of which are based on company performance, and awards of shareholder appreciation rights. In approving the level of each compensation element for our executive officers, the compensation committee considers a number of factors, including: •the responsibilities assumed by the individual executive and the significance of the individual’s role to achievement of our financial, strategic and operational objectives; •the experience, overall effectiveness and demonstrated leadership ability of the individual executive; •the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance; •from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and •retention risks at specific points in time with respect to individual executives.

  12. Setting Executive Compensation

    Setting Executive Compensation To achieve these compensation objectives, the compensation packages provided to members of our senior management (other than our Executive Chairman), including our NEOs, include three main components: base salary, annual performance awards and multi-year equity incentive awards. In addition, certain members of senior management, including our NEOs, may participate in our Deferred Compensation Plan (as defined below). The relative weighting of the components, the design of the performance and incentive awards and the overall value of the compensation package for individual employees varies based on the employee’s role and responsibilities. For members of our senior management, including our NEOs, the total value of the compensation package is most heavily weighted to performance and incentive awards because of the significance of each officer’s roles and responsibilities to the overall success of our company. Further, multi-year equity incentive awards are the largest component of executive compensation, serving the goals of retention as well as alignment with shareholders’ interests. The compensation committee’s objective is for a substantial majority of each executive officer’s total direct compensation (that is, base salary plus maximum annual cash performance award plus target annual equity incentive) to be comprised of the target value of his multi-year equity incentive awards. We aim to compensate our executive officers at levels that are commensurate with the levels of compensation for executives in similar positions at a group of publicly-traded peer companies. In October 2023, we updated our peer group based on a review of other companies’ similarity to our company with respect to the following criteria: industry, market value, size and revenue.

  13. Setting Executive Compensation

    We evaluate our executive compensation program, including our mix of cash and equity compensation, based on a review of this peer group. The compensation committee reviewed compensation data from these peer companies, and other relevant survey sources, to inform its decision about overall compensation opportunities and specific compensation elements. The compensation committee generally targeted the 75th percentile of peer group compensation levels for our executive compensation program, subject to adjustments based on individual experience, expertise and performance.

  14. Elements of Our Compensation Packages

    Elements of Our Compensation Packages The implementation of our compensation approach is described below. Base Salary General. Base salary represents the least variable element of our executives’ compensation and is provided as an economic consideration for each executive’s level of responsibility, expertise, skills, knowledge, experience and value to the organization. Generally, decisions with respect to increases in base salaries are expected to be based on increased responsibilities, company-wide budgets and increases in the cost of living. 2025 Base Salaries. For 2025, the base salaries of Messrs. Nair, Noyes, Hussain and Winter were $1.5 million, $730,013, $675,938 and $640,000, respectively. Messrs. Noyes and Hussain received three percent increases to their base salaries to reflect a cost-of-living adjustment. Based on Mr. Winter’s 2024 performance and in light of additional cybersecurity-related responsibilities he had assumed in 2024, as well as the responsibilities he assumed in 2025, he received an eleven percent increase to his base salary for 2025. Our NEOs’ initial base salaries are set in their respective employment agreements, the terms of which are described below under Employment and Other Agreements. Annual Performance Awards General. Annual cash performance awards are one of the variable components of our executive officers’ compensation packages designed to motivate our executives to achieve our annual business goals and reward them for superior performance. Generally, at its first regular meeting following the end of each fiscal year, the compensation committee reviews with our CEO the financial performance of our company during the prior year, his performance, his evaluation of the performance of each of the other members of senior management (including our NEOs) participating in the prior year’s annual cash performance award program and his recommendations for any recognition award. It then determines, in a private session, whether our CEO has met his individual performance goals for the year, whether he is entitled to any recognition bonus, and the amount to be paid to him with respect to his performance award. Starting with the 2019 annual cash performance plan, the compensation committee adopted the Recognition Bonus Program, whereby high performers within the company, including our NEOs, are eligible to receive, based on personal performance, a payout over the annual bonus amount, subject to the compensation committee’s approval of any recognition award for the NEOs. The compensation committee also approves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their performance awards, and the terms of the annual cash performance award program for the current year, including, in a private session, the goals for our CEO for the coming year. Design of 2025 Annual Bonus Program and 2025 Performance. The 2025 Annual Bonus Program was adopted and approved in March 2025. In approving the 2025 annual performance bonus program (the 2025 Annual Bonus Program), the compensation committee considered the following key elements: •the achievement of budgeted revenue growth and operating free cash flow (OFCF) growth; and •governance objectives focused on compliance and improvements in our internal control framework. The total bonus payout based on the above performance metrics is the sum of the percentages derived from the achievement in 2025 of such metrics, with a maximum payout of 150% for over-performance for each of revenue and OFCF. If less than 25% performance is achieved for the revenue or OFCF goals, then no payout would be earned for that particular metric. The metrics are weighted as: (i) revenue, weighted 25%; (ii) OFCF, weighted 60%; and (iii) governance objectives, weighted 15%. The 2025 target achievable performance award was $4.75 million for our CEO, representing a $250,000 increase as provided by Mr. Nair’s employment agreement with our company, which was renewed in July 2022 (the 2022 Nair Agreement), and $1.0 million for each of the other NEOs. Additionally, each participant is eligible for the Recognition Bonus Program, which could increase the 2025 annual bonus to up to 130% of the annual bonus result. Growth was measured by comparing 2025 actual results to 2024 actual results for each financial metric, as approved by our Board. The growth achieved was then measured against the growth target set at the March 2025 compensation committee meeting. Both periods were adjusted for foreign currency exchange rates to ensure comparability. Payouts may be further adjusted upon compensation committee approval for events affecting comparability, such as acquisitions, natural disasters, unforeseen regulatory changes, and changes in accounting principles or policies. The revenue growth target for Messrs. Nair, Noyes, Hussain and Winter was based on attainment of 2025 budgeted revenue of $4,609.4 million, calculated using a weighted sum of the parts determined by each operating company’s weighted 2025 absolute revenue contribution. The OFCF growth target applied company-wide to all bonus participants and was based on attainment of 2025 budgeted OFCF of $1,165.3 million, calculated using a weighted sum of the parts determined by each operating company’s weighted 2025 absolute OFCF contribution. For both metrics, each operating company's contribution was subject to a minimum threshold of 25% and a maximum cap of 150%. Any operating company failing to meet the minimum threshold would have its contribution set to zero, and any operating company exceeding the maximum cap would have its contribution capped at 150%. The governance objectives consisted of: (i) maintenance and continued improvement of our business process controls, weighted 7.5%, and (ii) significant improvement in our General IT controls (GITCs), weighted 7.5%. The business process control targets were based on open deficiencies at nine in-scope markets, weighted equally, as of December 31, 2025. One or more material weaknesses in our business process controls would result in no bonus for that weighted portion. A 50% payout would be earned on the business controls component if there were no more than two significant deficiencies, a 75% payout would be earned if there were no more than one significant deficiency, and 100% of this component would be earned if there were no material weaknesses or significant deficiencies in our business process controls. The GITC targets were based on open deficiencies for in-scope systems across eight markets, weighted equally. A payout of 50% would be earned if there were no more than two significant deficiencies, a 75% payout would be earned if there were no more than one significant deficiency, and 100% of this component would be earned if there were no material weaknesses or significant deficiencies in our GITC controls. At its meeting on February 17, 2026, the compensation committee reviewed the actual revenue and OFCF for 2025 based on our 2025 audited consolidated financial statements and as adjusted for foreign currency exchange rates, natural disasters, a change in revenue presentation of certain business-to-business deals in Panama, a business discontinuation and an acquisition. The following table provides further details of our 2025 Annual Bonus Program plan for our NEOs, including the levels that were pre-established for the quantitative goals and the actual achievement against those goals. The target levels established for the quantitative goals are bolded. At the February 17, 2026 meeting, the compensation committee approved the payments to our NEOs with respect to their target achievable bonus as set forth in the table below.

  15. Elements of Our Compensation Packages

    | Goal | Achievement Range (in millions, other than Governance Objectives) | % of Target Bonus | | Consolidated Adjusted Revenue(1) Actual Achievement | See Discussion Above $4,442.2 | 14.8% | | Consolidated Adjusted OFCF(1)(2) Actual Achievement | See Discussion Above $1,066.0 | 51.0% | | Governance Objective: Improvements in Internal Control Business Process Actual Achievement(3) | See Discussion of Achievement Ranges Above | 5.8% |

  16. Elements of Our Compensation Packages

    | Goal | Achievement Range (in millions, other than Governance Objectives) | % of Target Bonus | | Governance Objective: Improvements in Internal Control GITCs Actual Achievement(3) | See Discussion of Achievement Ranges Above | 7.5% | | Percentage (%) of Target Achieved | | 79.1% | | Actual Bonus for 2025(4) | Nair: | $3,757,250 | | | Noyes: | $791,000 | | | Hussain: | $791,000 | | | Winter: | $1,028,300 |

  17. Elements of Our Compensation Packages

    (1)Adjustments were made in accordance with the terms of the 2025 Annual Bonus Program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These items included (a) adjustments to 2024 revenue and OFCF to reflect foreign currency exchange rates with the 2025 exchange rates; (b) decreased the 2025 revenue and OFCF targets by $19.6 million and $43.6 million, respectively, and increased the capital expenditure budget in Jamaica by $17.1 million for the estimated impact from Hurricane Melissa in Liberty Caribbean and Liberty Networks, (c) decreased the 2025 revenue target by $12.9 million due to a change in revenue classification for certain business-to-business deals in CWP, (d) decreased the 2025 revenue and OFCF targets by $3.3 million and $0.3 million, respectively, due to the shutdown of Liberty Networks’ hardware sales business, and (e) increased the 2025 OFCF target by $1.7 million in connection with expected capital expenditures for Liberty Networks’ Maya cable acquisition. (2)For purposes of the 2025 Annual Bonus Program, OFCF is defined as operating income or loss before share-based compensation and other 2018 incentive plan-related expense, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items, less (ii) less property and equipment additions. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. (3)With respect to achievement of improvements in our business process controls, we did not achieve zero material weaknesses primarily based on open deficiencies at Liberty Networks and at Bahamas Telecommunications Company as of December 31, 2025. With respect to achievement of improvements in our GITC controls, there were no GITC material weaknesses. (4)To determine the final total bonus payout, the payout based on financial and operational performance is then multiplied by each NEO’s target achievable performance award, as approved by the compensation committee, and in the case of Mr. Winter, who was awarded a recognition bonus award for his performance in 2025 as described above in —Assessing NEO Performance, such result was multiplied by 1.30. Retention Bonuses On August 8, 2025, the compensation committee approved cash retention bonuses for Messrs. Noyes and Winter due to the critical role they play with respect to the strategic initiatives that we disclosed in our earnings release and earnings call on August 7, 2025. Messrs. Noyes’s and Winter’s bonuses are equal to 2.5 times their respective 2025 annual base salaries and vest in three equal annual installments ($608,344 for Mr. Noyes and $533,333 for Mr. Winter) on October 15 of each of 2025, 2026 and 2027. If we terminate Mr. Noyes’s or Mr. Winter’s employment without cause before October 15, 2027, then they will receive the remaining amounts that were originally scheduled to be paid after their respective exit date. If Mr. Noyes or Mr. Winter leaves our company voluntarily before October 15, 2027, then they will forfeit the remainder of their respective unpaid bonus. Equity Incentive Awards General. Multi-year equity incentive awards, whether in the form of conventional equity awards or performance-based awards, represent a significant portion of our executives’ compensation. These awards ensure that our executives have a continuing stake in our company’s success, align their interests with our shareholders and also serve the goal of retention through vesting requirements and forfeiture provisions. Given the uncertain macroeconomic environment in 2025, in particular in the countries in which we operate, the compensation committee established a 2025 long-term incentive program comprised of RSUs and SARs that vest over a three-year period (the 2025 Long-Term Incentive Awards). Furthermore, the compensation committee approved the 2025 performance objectives to be achieved in order to vest in the LILAB performance share unit award that was granted to Mr. Nair pursuant to the 2022 Nair Agreement (together with the 2025 Long-Term Incentive Awards, the 2025 Equity Incentive Awards). The RSUs, SARs and PSUs that comprise the 2025 Equity Incentive Awards were strategically selected by the compensation committee based on the following conclusions and considerations: •The organizational risks of incentive compensation can be reduced through: •the use of multiple equity vehicles (for example, RSUs, SARs and PSUs) with different performance, retention, risk and reward profiles; and •annual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant. •The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award; and •The use of conventional equity awards, such as SARs, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates. 2025 Long-Term Equity Awards. Pursuant to the 2018 incentive plan, in March 2025, the compensation committee approved the target annual equity values for 2025 and granted an aggregate of 2,153,450 RSUs (the 2025 RSUs) and 3,966,938 SARs (the 2025 SARs) to our CEO and the other NEOs of the company. For the 2025 long-term incentive program, the compensation committee determined that a combination of 40% SARs and 60% RSUs was appropriate for our NEOs. The RSUs and SARs are each issued in common shares at a ratio of one-third Class A and two-thirds Class C, reflecting the approximate ratio of issued and outstanding shares of the company's Class A and Class C common shares, and past practice in our incentive plans. The following table summarizes the target annual equity values and number of 2025 RSUs and 2025 SARs granted to our NEOs:

  18. Elements of Our Compensation Packages

    | | | 60% of Target Annual Equity Value in the Form of | | 40% of Target Annual Equity Value in the Form of | | | Name and Position | Target Annual Equity Value | Class A 2025 RSU Grant | Class C 2025 RSU Grant | Class A 2025 SAR Grant | Class C 2025 SAR Grant | | Balan Nair | 7,750,000 | 231,795 | 463,591 | 426,997 | 853,994 | | Christopher Noyes | 2,500,000 | 74,773 | 149,545 | 137,741 | 275,482 | | Aamir Hussain | 2,250,000 | 67,295 | 134,591 | 123,967 | 247,933 | | John M. Winter | 2,000,000 | 59,818 | 119,636 | 110,193 | 220,385 |

  19. Elements of Our Compensation Packages

    One-third of the 2025 RSUs and 2025 SARs vest on March 15 of each of 2026, 2027 and 2028. The SARs have a term of ten years and base prices equal to the market closing price of the common shares on the grant date of March 14, 2025, which was $6.69 for LILA and $6.66 for LILAK. The SARs and RSUs are subject to tax withholding, forfeiture, acceleration, amendment or other terms in connection with certain terminations of employment, change-of-control events and other terms with executives, generally consistent with the terms of equity awards previously granted by the company. For 2025, we increased Mr. Nair’s target equity value from $7.5 million to $7.75 million pursuant to the 2022 Nair Agreement. Our other NEOs’ 2025 target equity values did not change from their 2024 target values. CEO Award of LILAB PSUs. Upon the effective date of the 2022 Nair Agreement, Mr. Nair received an award of 625,000 LILAB shares that was split into three installments (the Sign-on LILAB Award). The first two installments vested on July 28, 2022 and March 15, 2023, and half of the final installment (or 156,250 PSUs) vested on March 15, 2024 with vesting of the other half subject to 2024 performance. In March 2025, the compensation committee determined that the unvested 156,250 PSUs had not been earned based on 2024 performance and to condition vesting of those PSUs on 2025 performance. If earned, the LILAB PSUs, would vest in March 2026. In October 2025, the compensation committee established the following 2025 performance objectives for the remaining 156,250 PSUs: •Execute on key strategic, capital allocation and value enhancing initiatives across the group as determined by the Board; •Launch 5G in Costa Rica and the Cayman Islands; •Deliver improvements in SOX compliance and overall risk management across the group; and •Deliver our budget. In addition, the compensation committee’s evaluation of Mr. Nair’s overall performance could include other factors that the committee deems appropriate, including, for example, leadership, handling adversity, strategic progress and stock price. If the committee determined that Mr. Nair’s 2025 performance was “strong” (on a scale of “good” – “strong” – “exceeds”), then Mr. Nair would vest in the PSUs. After reviewing Mr. Nair’s 2025 performance, on March 30, 2026, the committee determined to vest 85% of the remaining 156,250 PSUs (or 132,813 PSUs) and to condition vesting of the remaining 15% upon achievement of 2026 performance goals to be determined at a later date. Share Ownership Policy The compensation committee has established an Executive Share Ownership Policy, effective March 2018, for our executive officers and senior officers. The purpose of the Executive Share Ownership Policy is to ensure that our officers have a significant stake in our long-term success and are aligned with our shareholders. As a result, the compensation committee established guidelines for ownership of our common shares based on an individual’s level in our company and expressed as a multiple of base salary as follows:

  20. Post-Employment Benefits and Change in Control

    Post-Employment Benefits and Change in Control Our CEO and each of our NEOs are entitled to post-employment benefits under their respective employment agreements. See Employment and Other Agreements below. Additionally, our NEOs and executive officers are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the 2018 incentive plan on certain termination-of-employment events as other holders of such awards. Similarly, the 2018 incentive plan provides the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certain change in control events. Accordingly, the existence of these potential post-employment and change in control benefits has not influenced the compensation committee’s decisions with respect to executive compensation. The compensation committee believes these limited acceleration events related to a change in control provide appropriate protection to participants and would serve to maintain morale and aid retention during the disruptive circumstances of a change in control. The compensation committee reserved discretion to approve the accelerated vesting of an individual’s award or an amendment to an individual’s award agreements when appropriate under the circumstances. For additional information on post-employment benefits and change in control provisions, see Potential Payments upon Termination or Change in Control below.

  21. Timing of Equity Awards

    Timing of Equity Awards We do not grant options or SARs in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on option or SAR grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such options or SARs. Although we do not have a formal policy with respect to the timing of our stock appreciation right grants, the committee has historically granted such SARs on a predetermined annual schedule. For purposes of determining the number of LILA and LILAK awards to be granted each year for the target annual equity values of our executive officers and other key employees, the compensation committee expects to use the 1:2 weighted, LILA and LILAK, 5-day average prices of such shares leading up to the date of such committee’s approval of the grants to determine the number of awards to issue. The grant date for such awards generally occurs in March of each year. For 2025, awards were granted in mid-March to our NEOs. As a relatively new company, the compensation committee continues to evaluate appropriate timing of grants under our annual equity grant program and may determine to grant awards at another time in subsequent years. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion. During the fiscal year ended December 31, 2025, none of our named executive officers were awarded options or SARs with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports.

  22. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for fiscal years 2025, 2024 and 2023:

  23. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(4) | All Other Compen-sation ($)(5) | Total ($) | | Balan Nair | 2025 | 1,500,000 | — | 5,888,225 | 5,327,633 | 3,757,250 | 44,205 | 368,539 | 16,885,852 | | Chief Executive Officer & | 2024 | 1,500,000 | — | 5,643,692 | 8,186,170 | 2,592,000 | 58,547 | 506,660 | 18,487,068 | | President | 2023 | 1,500,000 | — | 8,196,987 | 4,736,240 | 1,395,063 | 43,767 | 289,897 | 16,161,952 | | Christopher Noyes | 2025 | 726,469(6) | 608,344(7) | 1,496,201 | 1,718,592 | 791,000 | — | 34,676 | 5,375,282 | | Senior Vice President & | 2024 | 703,125 | — | 1,464,564 | 2,308,495 | 596,000 | — | 23,611 | 5,095,795 | | Chief Financial Officer | 2023 | 675,000 | — | 1,737,419 | 1,633,237 | 252,500 | — | 33,330 | 4,331,487 | | Aamir Hussain | 2025 | 669,235(8) | — | 1,346,580 | 1,546,730 | 791,000 | — | 116,396 | 4,469,941 | | Senior Vice President & Chief | 2024 | 651,148(8) | — | 1,318,108 | 1,523,978 | 596,000 | — | 106,970 | 4,196,204 | | Technology and Product Officer | 2023 | 637,365 | — | 1,592,081 | 1,469,917 | 252,500 | — | 114,014 | 4,065,878 | | John Winter | 2025 | 629,583(9) | 533,333(7) | 1,196,958 | 1,374,872 | 1,028,300 | 15,213 | 24,391 | 4,802,650 | | Senior Vice President, Chief | 2024 | 572,917(9) | — | 1,171,651 | 1,873,750 | 596,000 | 21,043 | 23,611 | 4,258,971 | | Legal Officer & Secretary | 2023 | 550,000 | — | 1,521,704 | 1,306,598 | 328,250 | 11,669 | 23,035 | 3,741,255 |

  24. 2025 Summary Compensation Table

    (1)The 2025 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of each NEO’s target 2025 RSUs and (b) the target LILAB PSU award granted to Mr. Nair with respect to his 2025 performance, which was due to extending the performance period from Mr. Nair’s 2024 grant of LILAB PSUs for an additional year, in each case, determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (ASC 718). The grant date fair value of the LILAB PSU award also represents the maximum grant date fair value of the award. The 2024 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of each NEO’s target annual RSUs awarded in 2024 (2024 RSUs), and (b) the target LILAB PSU award granted to Mr. Nair with respect to his 2024 performance, in each case, determined in accordance with ASC 718. The 2023 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 15, 2024 for the equity portion of the 2023 Annual Bonus Program payments earned by the NEOs and issued pursuant to our share holding incentive program, which paid annual bonuses in common shares (SHIP), (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) the grant date fair value of each NEO’s target annual RSUs awarded in 2023 (2023 RSUs), and (d) the target LILAB PSU award granted to Mr. Nair with respect to this 2023 performance, in each case, determined in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 12 to our consolidated financial statements for the year ended December 31, 2025, which are included in the 2025 Form 10-K. (2)The 2025 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the 2025 SARs granted to our NEOs approved on March 14, 2025 determined in accordance with ASC 718. The dollar amounts for the 2025 SARs assume a risk-free interest rate ranging from 4.1% to 4.3%, a volatility rate ranging from 45.0% to 50.5% and an expected term of 6.0 to 10.0 years. The 2024 dollar amounts shown in the “Option Awards” column reflect (i) the grant date fair value of the 2024 SARs granted to our NEOs approved on March 12, 2024 and (ii) the incremental share-based compensation expenses associated with the SAR extensions in October 2024, which extended the exercise period of SARs granted before 2021 from seven to ten years after the original grant dates, both determined in accordance with ASC 718. The dollar amounts for the 2024 SARs assume a risk-free interest rate ranging from 4.2% to 4.3%, a volatility rate ranging from 43.8% to 48.3% and an expected term of 6.0 to 10.0 years. The 2023 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the 2023 SARs granted to our NEOs approved on March 20, 2023 determined in accordance with ASC 718. The dollar amounts for the SAR awards assume a risk-free interest rate ranging from 3.5% to 4.2%, a volatility rate ranging from 42.1% to 46.7% and an expected term of 6.0 to 10.0 years. For a description of the assumptions used in these calculations, see Notes 3 and 12 to our consolidated financial statements for the year ended December 31, 2025, which are included in the 2025 10-K. (3)The dollar amounts in the “Non-Equity Incentive Plan Compensation” column also reflect the cash payments earned by the NEOs under the 2025 Annual Bonus Program, the 2024 Annual Bonus Program and the 2023 Annual Bonus Program, which were paid out in March of 2026, 2025 and 2024, respectively. (4)The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set. (5)The following table provides additional information about the 2025 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:

  25. 2025 Summary Compensation Table

    | Name | 401(k) Plan ($)(a) | Life Insurance ($)(b) | SIFL Gross-up ($)(b) | Housing ($)(b) | Airplane Usage ($)(b) | Tax Assistance($)(b) | Attorney Fees($)(b) | Misc. ($)(c) | Total ($) | | Balan Nair | 23,500 | 891 | 12,193 | — | 279,112 | — | 47,208 | 5,635 | 368,539 | | Christopher Noyes | 23,500 | 891 | — | — | — | — | | 10,285 | 34,676 | | Aamir Hussain | — | 6,360 | — | 84,000 | — | 25,851 | | 185 | 116,396 | | John Winter | 23,500 | 891 | — | — | — | — | | — | 24,391 |

  26. 2025 Summary Compensation Table

    (a)Represents matching employer contributions made under the Liberty Latin America 401(k) Savings Plan. Under such plan, participants may make contributions annually, subject to U.S. federal limits, and Liberty Latin America makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Latin America’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched. (b)Amounts reflect the following: •Premiums for term life insurance under our group term life insurance benefit plans. •Payments made on behalf of Mr. Hussain related to his housing costs. •Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by Mr. Nair was $279,112; in addition, Mr. Nair received gross-up amounts totaling $12,193 for personal flight hours. Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred. •Payments made on behalf of Mr. Hussain for tax assistance. •Payments made on behalf of Mr. Nair for tax planning-related attorneys’ fees. (c)Amounts reflect the following: •Payments made on behalf of Messrs. Nair and Noyes under our executive health plan. •Gifts given to Messrs. Nair, Noyes and Hussain. (6)The annual base salary in effect for Mr. Noyes for January and February 2024 was $675,000, which was increased to $708,750, effective in March 2024. In March 2025, Mr. Noyes’ annual base salary was increased to $730,013. (7)In August 2025, the compensation committee approved cash retention bonuses for Messrs. Noyes and Winter that vest in three equal annual installments on October 15 of each of 2025, 2026 and 2027. The amounts in the table reflect the first installments that were paid in October 2025. (8)The annual base salary in effect for Mr. Hussain for January and February 2024 was $625,000, which was increased to $656,250, effective in March 2024. In March 2025, Mr. Hussain’s annual base salary was increased to $675,938. Mr. Hussain’s annual base salary also includes payment of a thirteenth month of salary as required by Panamanian law. (9)The annual base salary in effect for Mr. Winter for January and February 2024 was $550,000, which was increased to $577,500, effective in March 2024. In March 2025, Mr. Winter’s annual base salary was increased to $640,000.

  27. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth certain information concerning the grants of equity based awards and the annual performance bonus awards approved and granted to our NEOs under the 2018 incentive plan during the year ended December 31, 2025, as described above in —Compensation Discussion and Analysis—Elements of Our Compensation Packages.

  28. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All other Option Awards Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock & Option Awards ($)(1) | | Name | Grant Date | Board/ Committee Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Balan Nair | | | | | | | | | | | | | | | 03/14/2025 (2) | | — | 6,175,000 | 9,262,500 | — | — | — | — | — | — | — | | LILA | 03/14/2025 (3) | | — | — | — | — | — | — | 231,795 | — | — | 1,550,709 | | | 03/14/2025 (4) | | — | — | — | — | — | — | — | 426,997 | 6.69 | 1,784,639 | | LILAB | 03/12/2024 (5) | 10/10/2025 | — | — | — | — | 156,250 | — | — | — | — | 1,250,000 | | LILAK | 03/14/2025 (3) | | — | — | — | — | — | — | 463,591 | — | — | 3,087,516 | | | 03/14/2025 (4) | | — | — | — | — | — | — | — | 853,994 | 6.66 | 3,542,994 | | Christopher Noyes | | | | | | | | | | | | | | | 03/14/2025 (2) | | — | 1,300,000 | 1,950,000 | — | — | — | — | — | — | — | | LILA | 03/14/2025 (3) | | — | — | — | — | — | — | 74,773 | — | — | 500,231 | | | 03/14/2025 (4) | | — | — | — | — | — | — | — | 137,741 | 6.69 | 575,690 | | LILAK | 03/14/2025 (3) | | — | — | — | — | — | — | 149,545 | — | — | 995,970 | | | 03/14/2025 (4) | | — | — | — | — | — | — | — | 275,482 | 6.66 | 1,142,902 | | Aamir Hussain | | | | | | | | | | | | | | | 03/14/2025 (2) | | — | 1,300,000 | 1,950,000 | — | — | — | — | — | — | — | | LILA | 03/14/2025 (3) | | — | — | — | — | — | — | 67,295 | — | — | 450,204 | | | 03/14/2025 (4) | | — | — | — | — | — | — | — | 123,967 | 6.69 | 518,122 | | LILAK | 03/14/2025 (3) | | — | — | — | — | — | — | 134,591 | — | — | 896,376 | | | 03/14/2025 (4) | | — | — | — | — | — | — | — | 247,933 | 6.66 | 1,028,608 | | John Winter | | | | | | | | | | | | | | | 03/14/2025 (2) | | — | 1,300,000 | 1,950,000 | — | — | — | — | — | — | — | | LILA | 03/14/2025 (3) | | — | — | — | — | — | — | 59,818 | — | — | 400,182 | | | 03/14/2025 (4) | | — | — | — | — | — | — | — | 110,193 | 6.69 | 460,553 | | LILAK | 03/14/2025 (3) | | — | — | — | — | — | — | 119,636 | — | — | 796,776 | | | 03/14/2025 (4) | | — | — | — | — | — | — | — | 220,385 | 6.66 | 914,319 |

  29. Grants of Plan-Based Awards

    (1)These amounts represent the grant date fair value of these awards computed in accordance with ASC 718. (2)The compensation committee determined that 79.1% of amounts earned by Messrs. Nair, Noyes, Hussain and Winter under the 2025 Annual Bonus Program would be paid in cash. (3)These amounts represent the annual equity grant to our executives in the form of RSUs, as more fully described in Compensation Discussion and Analysis—Elements of Our Compensation Packages—Equity Incentive Awards—2025 Long-Term Equity Awards above. These RSUs will vest in three equal annual installments on March 15 of 2026, 2027 and 2028. (4)These amounts represent the annual equity grant to our executives in the form of SARs, as more fully described in Compensation Discussion and Analysis—Elements of Our Compensation Packages—Equity Incentive Awards—2025 Long-Term Equity Awards above. These SARs will vest in three equal annual installments on March 15 of 2026, 2027 and 2028. (5)In connection with our entry into the 2022 Nair Agreement, Mr. Nair received the Sign-on LILAB Award, which was split into three installments. The first two installments vested on July 28, 2022 and March 15, 2023, and half of the final installment vested on March 15, 2024. On March 14, 2025, the compensation committee determined that the remaining 156,250 PSUs could vest in March 2026, due to extending the performance period from Mr. Nair’s 2024 grant of LILAB PSUs for an additional year subject to the compensation committee’s determination that Mr. Nair’s performance met or exceeded the compensation committee’s expectations for 2025. On March 30, 2026, the compensation committee determined that 85% (or 132,813) of the PSUs had been earned and vesting of the remaining 15% would be subject to 2026 performance, as more fully described in Compensation Discussion and Analysis—Elements of Our Compensation Packages—Equity Incentive Awards—CEO Award of LILAB PSUs above.

  30. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The table below sets forth certain information concerning options, SARs, PSARs, PSUs and RSUs held by our NEOs at December 31, 2025.

  31. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Balan Nair | | | | | | | | | | | LILA | | | | | | | | | | | | 1/2/2018 | 200,000 | — | 21.58 | 1/3/2028 | — | — | — | — | | | 5/1/2018 | 115,740 | — | 18.63 | 5/1/2028 | — | — | — | — | | | 4/1/2019 | 122,827 | — | 19.91 | 5/1/2029 | — | — | — | — | | | 3/13/2020 | 220,734 | — | 10.42 | 3/16/2030 | — | — | — | — | | | 5/12/2021 | 195,860 | — | 14.00 | 3/16/2031 | — | — | — | — | | | 5/12/2021 | 1,000,000 | — | 14.00 | 3/16/2031 | — | — | — | — | | | 3/11/2022 | 300,717 | — | 9.69 | 3/16/2032 | — | — | — | — | | | 7/28/2022 | 23,132 | — | 9.69 | 3/16/2032 | — | — | — | — | | (1) | 3/20/2023 | — | — | — | — | 60,116 | 523,310 | — | — | | (1) | 3/20/2023 | 232,316 | 116,158 | 7.81 | 3/20/2033 | — | — | — | — | | (2) | 3/12/2024 | — | — | — | — | 157,480 | 1,370,863 | — | — | | (2) | 3/12/2024 | 149,032 | 298,062 | 6.16 | 3/12/2034 | — | — | — | — | | (3) | 3/14/2025 | — | — | — | — | 231,795 | 2,017,775 | — | — | | (3) | 3/14/2025 | — | 426,997 | 6.69 | 3/15/2035 | — | — | — | — | | LILAB | | | | | | | | | | | (4) | 3/12/2024 | — | — | — | — | — | — | 156,250 | 1,612,500 | | LILAK | | | | | | | | | | | | 1/2/2018 | 400,000 | — | 21.39 | 1/3/2028 | — | — | — | — | | | 5/1/2018 | 231,480 | — | 18.24 | 5/1/2028 | — | — | — | — | | | 4/1/2019 | 245,654 | — | 20.03 | 5/1/2029 | — | — | — | — | | | 3/13/2020 | 441,468 | — | 10.48 | 3/16/2030 | — | — | — | — | | | 5/12/2021 | 391,720 | — | 14.10 | 3/16/2031 | — | — | — | — | | | 5/12/2021 | 2,000,000 | — | 14.10 | 3/16/2031 | — | — | — | — | | | 3/11/2022 | 601,434 | — | 9.63 | 3/16/2032 | — | — | — | — | | | 7/28/2022 | 46,264 | — | 9.63 | 3/16/2032 | — | — | — | — | | (1) | 3/20/2023 | — | — | — | — | 120,232 | 1,054,435 | — | — | | (1) | 3/20/2023 | 464,632 | 232,316 | 7.78 | 3/20/2033 | — | — | — | — | | (2) | 3/12/2024 | — | — | — | — | 314,960 | 2,762,199 | — | — | | (2) | 3/12/2024 | 298,064 | 596,124 | 6.22 | 3/12/2034 | — | — | — | — | | (3) | 3/14/2025 | — | — | — | — | 463,591 | 4,065,693 | — | — | | (3) | 3/14/2025 | — | 853,994 | 6.66 | 3/15/2035 | — | — | — | — |

  32. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Christopher Noyes | | | | | | | | | | | LILA | | | | | | | | | | | | 1/2/2018 | 11,854 | — | 21.58 | 1/3/2028 | — | — | — | — | | | 5/1/2018 | 28,935 | — | 18.63 | 5/1/2028 | — | — | — | — | | | 4/1/2019 | 28,345 | — | 19.91 | 5/1/2029 | — | — | — | — | | | 3/13/2020 | 50,939 | — | 10.42 | 3/16/2030 | — | — | — | — | | | 5/12/2021 | 75,331 | — | 14.00 | 3/16/2031 | — | — | — | — | | | 5/12/2021 | 100,000 | — | 14.00 | 3/16/2031 | — | — | — | — | | | 3/11/2022 | 115,660 | — | 9.69 | 3/16/2032 | — | — | — | — | | (1) | 3/20/2023 | — | — | — | — | 20,729 | 180,446 | — | — | | (1) | 3/20/2023 | 80,109 | 40,054 | 7.81 | 3/20/2033 | — | — | — | — | | (2) | 3/12/2024 | — | — | — | — | 52,492 | 456,943 | — | — | | (2) | 3/12/2024 | 49,677 | 99,354 | 6.16 | 3/12/2034 | — | — | — | — | | (3) | 3/14/2025 | — | — | — | — | 74,773 | 650,899 | — | — | | (3) | 3/14/2025 | — | 137,741 | 6.69 | 3/15/2035 | — | — | — | — | | LILAK | | | | | | | | | | | | 1/2/2018 | 23,708 | — | 21.39 | 1/3/2028 | — | — | — | — | | | 5/1/2018 | 57,870 | — | 18.24 | 5/1/2028 | — | — | — | — | | | 4/1/2019 | 56,690 | — | 20.03 | 5/1/2029 | — | — | — | — | | | 3/13/2020 | 101,878 | — | 10.48 | 3/16/2030 | — | — | — | — | | | 5/12/2021 | 150,662 | — | 14.10 | 3/16/2031 | — | — | — | — | | | 5/12/2021 | 200,000 | — | 14.10 | 3/16/2031 | — | — | — | — | | | 3/11/2022 | 231,320 | — | 9.63 | 3/16/2032 | — | — | — | — | | (1) | 3/20/2023 | — | — | — | — | 41,459 | 363,595 | — | — | | (1) | 3/20/2023 | 160,218 | 80,108 | 7.78 | 3/20/2033 | — | — | — | — | | (2) | 3/12/2024 | — | — | — | — | 104,986 | 920,727 | — | — | | (2) | 3/12/2024 | 99,354 | 198,708 | 6.22 | 3/12/2034 | — | — | — | — | | (3) | 3/14/2025 | — | — | — | — | 149,545 | 1,311,510 | — | — | | (3) | 3/14/2025 | — | 275,482 | 6.66 | 3/15/2035 | — | — | — | — | | Aamir Hussain | | | | | | | | | | | LILA | | | | | | | | | | | | 4/18/2022 | 100,000 | — | 10.75 | 4/19/2032 | — | — | — | — | | | 4/18/2022 | 104,094 | — | 10.75 | 4/19/2032 | — | — | — | — | | (1) | 3/20/2023 | — | — | — | — | 18,656 | 162,400 | — | — | | (1) | 3/20/2023 | 72,098 | 36,049 | 7.81 | 3/20/2033 | — | — | — | — | | (2) | 3/12/2024 | — | — | — | — | 47,244 | 411,259 | — | — | | (2) | 3/12/2024 | 44,710 | 89,418 | 6.16 | 3/12/2034 | — | — | — | — | | (3) | 3/14/2025 | — | — | — | — | 67,295 | 585,803 | — | — | | (3) | 3/14/2025 | — | 123,967 | 6.69 | 3/15/2035 | — | — | — | — | | LILAK | | | | | | | | | | | | 4/18/2022 | 200,000 | — | 10.70 | 4/19/2032 | — | — | — | — | | | 4/18/2022 | 208,188 | — | 10.70 | 4/19/2032 | — | — | — | — | | (1) | 3/20/2023 | — | — | — | — | 37,313 | 327,235 | — | — | | (1) | 3/20/2023 | 144,196 | 72,098 | 7.78 | 3/20/2033 | — | — | — | — |

  33. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (2) | 3/12/2024 | — | — | — | — | 94,488 | 828,660 | — | — | | (2) | 3/12/2024 | 89,420 | 178,836 | 6.22 | 3/12/2034 | — | — | — | — | | (3) | 3/14/2025 | — | — | — | — | 134,591 | 1,180,363 | — | — | | (3) | 3/14/2025 | — | 247,933 | 6.66 | 3/15/2035 | — | — | — | — | | John Winter | | | | | | | | | | | LILA | | | | | | | | | | | | 1/2/2018 | 11,854 | — | 21.58 | 1/3/2028 | — | — | — | — | | | 5/1/2018 | 24,112 | — | 18.63 | 5/1/2028 | — | — | — | — | | | 4/1/2019 | 23,621 | — | 19.91 | 5/1/2029 | — | — | — | — | | | 3/13/2020 | 42,449 | — | 10.42 | 3/16/2030 | — | — | — | — | | | 5/12/2021 | 60,265 | — | 14.00 | 3/16/2031 | — | — | — | — | | | 5/12/2021 | 100,000 | — | 14.00 | 3/16/2031 | — | — | — | — | | | 3/11/2022 | 92,528 | — | 9.69 | 3/16/2032 | — | — | — | — | | (1) | 3/20/2023 | — | — | — | — | 16,583 | 144,355 | — | — | | (1) | 3/20/2023 | 64,088 | 32,043 | 7.81 | 3/20/2033 | — | — | — | — | | (2) | 3/12/2024 | — | — | — | — | 41,994 | 365,558 | — | — | | (2) | 3/12/2024 | 39,743 | 79,482 | 6.16 | 3/12/2034 | — | — | — | — | | (3) | 3/14/2025 | — | — | — | — | 59,818 | 520,716 | — | — | | (3) | 3/14/2025 | — | 110,193 | 6.69 | 3/15/2035 | — | — | — | — | | LILAK | | | | | | | | | | | | 1/2/2018 | 23,708 | — | 21.39 | 1/3/2028 | — | — | — | — | | | 5/1/2018 | 48,224 | — | 18.24 | 5/1/2028 | — | — | — | — | | | 4/1/2019 | 47,242 | — | 20.03 | 5/1/2029 | — | — | — | — | | | 3/13/2020 | 84,898 | — | 10.48 | 3/16/2030 | — | — | — | — | | | 5/12/2021 | 120,530 | — | 14.10 | 3/16/2031 | — | — | — | — | | | 5/12/2021 | 200,000 | — | 14.10 | 3/16/2031 | — | — | — | — | | | 3/11/2022 | 185,056 | — | 9.63 | 3/16/2032 | — | — | — | — | | (1) | 3/20/2023 | — | — | — | — | 33,167 | 290,875 | — | — | | (1) | 3/20/2023 | 128,175 | 64,087 | 7.78 | 3/20/2033 | — | — | — | — | | (2) | 3/12/2024 | — | — | — | — | 83,988 | 736,575 | — | — | | (2) | 3/12/2024 | 79,484 | 158,966 | 6.22 | 3/12/2034 | — | — | — | — | | (3) | 3/14/2025 | — | — | — | — | 119,636 | 1,049,208 | — | — | | (3) | 3/14/2025 | — | 220,385 | 6.66 | 3/15/2035 | — | — | — | — |

  34. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Vested on March 15, 2026. (2)Vests in 2 remaining annual installments on March 15 of 2026 and 2027. (3)Vests in 3 remaining annual installments on March 15 of 2026, 2027 and 2028. (4)Represents the target number of LILAB shares underlying Mr. Nair’s Sign-on LILAB PSUs that were subject to achievement of his individual performance objectives during 2025. On March 30, 2026, the compensation committee determined that 85% (or 132,813) of the 156,250 LILAB PSUs were earned and to condition vesting of the remaining 15% of the PSUs on 2026 performance.

  35. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The table below sets forth certain information concerning the vesting of our named executive officers’ PSUs and RSUs during the year ended December 31, 2025.

  36. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Balan Nair | | | | | | LILA | — | — | 192,073 | 1,285,337 | | LILAB | — | — | — | — | | LILAK | — | — | 384,146 | 2,558,873 | | Christopher Noyes | | | | | | LILA | — | — | 66,005 | 441,707 | | LILAK | — | — | 132,010 | 879,353 | | Aamir Hussain | | | | | | LILA | — | — | 59,570 | 398,657 | | LILAK | — | — | 119,142 | 793,652 | | John Winter | | | | | | LILA | — | — | 53,096 | 355,342 | | LILAK | — | — | 106,192 | 707,401 |

  37. 2025 Option Exercises and Stock Vested

    (1)Includes shares withheld in payment of withholding taxes at election of holder.

  38. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Deferred Compensation Plan was approved by the compensation committee in March 2018 and became effective on May 1, 2018. Officers of Liberty LA, which include our NEOs may participate in the Deferred Compensation Plan. Each designated participant may elect to defer all or any portion of his or her (1) annual performance award, (2) annual salary up to limits specified by the compensation committee (currently 90%) and (3) award, if any, under a current or future multi-year performance award arrangement. Compensation deferred under the Deferred Compensation Plan prior to 2022 will be credited with interest initially at the rate of 8.5% per year, compounded daily (the credited interest fund). In setting the interest rate, the compensation committee reviews data on the implied yields of our significant bank debt and outstanding bonds, as well as credit market conditions. The compensation committee reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set, and in fact, reduced the interest rate to 8.0% per year, compounded daily, for compensation deferred in 2022 and 2023. For compensation deferred in 2024, the compensation committee increased the interest rate to 9.5%, which remains the same for compensation deferred in 2025 and 2026. Deferred equity awards will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions. If the compensation committee approves the establishment of one or more phantom investment funds for purposes of the Deferred Compensation Plan, a participant may, but will not be obligated to, elect one or more of such phantom investment funds as the measurement fund for the purpose of calculating notional earnings, losses and other relevant amounts to be credited to or deducted from all or a portion of his or her deferred compensation instead of the credited interest fund. The Deferred Compensation Plan provides the compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change in control events and distribute each participant’s account balance. Otherwise, the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company. At the participant’s request, if the compensation committee determines that such participant has suffered a financial hardship, it may authorize immediate distribution of all or a portion of his or her account balance. The compensation committee has reserved the right to terminate the Deferred Compensation Plan at any time. Such an optional termination will not result in accelerated distributions. Our NEOs were eligible to participate under the Deferred Compensation Plan during 2025. Messrs. Nair and Winter, each a U.S. taxpayer as of December 31, 2025, have deferred compensation under the Deferred Compensation Plan. The table below sets forth certain information concerning the deferred compensation of these officers at year end 2025.

  39. Nonqualified Deferred Compensation

    | Name | Company Plan | Executive contributions in 2025 ($)(1) | Registrant contributions in 2025 ($) | Aggregate earnings in 2025 ($)(1) | Aggregate withdrawals/ distributions ($) | Aggregate balance at 12/31/25 ($)(1) | | Balan Nair | LLA | 1,246,000 | — | 199,629 | 1,914,997 | 2,691,380 | | | LG | — | — | — | — | — | | John Winter | LLA | 149,000 | — | 59,323 | 459,110 | 734,927 | | | LG(2) | — | — | 7,774 | — | 95,409 |

  40. Nonqualified Deferred Compensation

    (1)These totals include annual bonuses that were earned by such executive with respect to performance in 2023 and 2024 and paid and deferred, in part, in 2024 and 2025. The annual bonuses with respect to 2023 performance were paid 50% in shares and 50% in cash and are reported in the “Stock Awards” and “Non-equity Incentive Plan Compensation” columns of the 2025 Summary Compensation Table. The annual bonuses with respect to 2024 performance were paid entirely in cash and are included in the “Non-equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. Our named executive officers did not defer any 2025 compensation.

  41. Nonqualified Deferred Compensation

    | Name | 2023 Annual Bonus Deferred in 2024 ($) | 2024 Annual Bonus Deferred in 2025 ($) | | Balan Nair | 1,395,063 | 1,246,000 | | John Winter | 164,125 | 149,000 |

  42. Nonqualified Deferred Compensation

    The following table reports above-market earnings that were credited to the named executive officer’s deferred compensation account during 2023, 2024 and 2025, as set forth in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the 2025 Summary Compensation Table.

  43. Nonqualified Deferred Compensation

    | Name | Company Plan | 2023 Above-market Earnings ($) | 2024 Above-market Earnings ($) | 2025 Above-market Earnings ($) | | Balan Nair | LLA | 43,767 | 58,547 | 44,205 | | | LG | — | — | — | | John Winter | LLA | 10,564 | 19,266 | 13,456 | | | LG | 1,105 | 1,778 | 1,757 |

  44. Nonqualified Deferred Compensation

    (2) Prior to the Split-Off, Mr. Winter was permitted to defer a portion of annual base salary and annual cash bonus under the Liberty Global, Inc. Deferred Compensation Plan (the LG Deferred Compensation Plan). Although such amounts relate to compensation while he was employed by Liberty Global prior to the Split-Off, we reimburse Liberty Global for the interest income that accrues on Mr. Winter’s accounts under the LG Deferred Compensation Plan, which was initially set at 8.5% per year, compounded daily, for amounts deferred by Mr. Winter during 2017.

  45. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Termination of Employment Table and the Change in Control Table set forth below reflect the potential payments to our NEOs in connection with termination of their employment or a change in control of us as of December 31, 2025. The Termination of Employment Table assumes that a change in control has not occurred. The Change in Control Table assumes that a change in control has occurred as of December 31, 2025. Certain of our plans and agreements provide benefits upon the occurrence of a change in control without regard to whether employment is terminated, whereas others have a “double trigger” requiring employment to be terminated for benefits to be realized. These are separately reflected in the Change in Control Table. The amounts provided in the tables are based on the assumptions stated below. The actual amounts may be different at the time of termination or change in control, as the case may be, due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time. •Because the base price of SARs granted prior to 2024 to each NEO was more than the closing market price of LILA and LILAK shares, as applicable, on December 31, 2025, these SARs have been excluded from the tables below. SARs, RSUs and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 31, 2025. On December 31, 2025, the closing market price for LILA, LILAB and LILAK shares was as follows: •LILA shares: $7.39 •LILAB shares: $10.74 •LILAK shares: $7.46 The termination provisions of the 2022 Nair Agreement and of the employment agreements with each of our other NEOs are described under —Employment and Other Agreements above. The 2018 incentive plan is described under —Incentive Plans above. In addition to such descriptions, additional information on the termination and/or change in control provisions of these plans and agreements is provided below. The Deferred Compensation Plan provides that the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company, including in each of the termination of employment scenarios described below. The Deferred Compensation Plan also provides for a payout of the account balance when a participant ceases to be an employee due to death or disability.

  46. CEO Pay Ratio

    CEO Pay Ratio We are a global company that employs approximately 9,000 people (on a full-time and part-time equivalent basis at year-end 2025) in approximately 40 markets, with a majority of our work force located outside the U.S. We strive to ensure that every employee is paid at a level reflective of their job responsibilities and is competitive within our peer group and the respective country and local employment markets. We are committed to providing pay equity throughout our company, which we view as critical to our success in supporting a diverse workforce with opportunities for employees to develop, advance and contribute. Under the rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to provide the total compensation paid to our median employee, as well as the ratio of the total compensation paid to such median employee as compared to the total compensation paid to our CEO. For the year ended December 31, 2025: •The annual total compensation of the employee identified as the median of our company (other than our CEO) was $52,437. •The annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $16,885,852. Based on the above, our 2025 CEO to median employee pay ratio is 322:1. This pay ratio is an estimate calculated in a manner consistent with the SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We identified our median employee by collecting payroll data of our employee population on December 31, 2024, consisting of salary and wages (including overtime), annual bonus amounts and, if applicable, employer-paid 401(k) match contributions. At that time, our employee population consisted of 1.98% U.S. employees and 98.02% non-U.S. employees. We annualized the compensation of all newly hired permanent and part-time employees. We did not perform any other adjustments. After identifying the median employee, for purposes of the pay ratio, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation table.

  47. Pay versus Performance

    Pay versus Performance The following table sets forth information concerning the total compensation of our NEOs as reported in the Summary Compensation Table, compensation actually paid as defined in Regulation S-K Item 402(v) and our financial performance for fiscal years 2025, 2024, 2023, 2022 and 2021. “Compensation actually paid” has been calculated in accordance with Regulation S-K Item 402(v) and differs from Total Compensation as reported in the Summary Compensation Table during 2021, 2022, 2023, 2024 and 2025. References to “PEO” in the table below are to Mr. Nair, who has been our President and Chief Executive Officer since the Split-off was completed in December 2017. For further information concerning our variable pay-for-performance philosophy and how we design our executive compensation program to motivate our executives to achieve our company performance objectives and also reward individual performance, see —Compensation Discussion and Analysis above.

  48. Pay versus Performance Table

    Pay versus Performance Table

  49. Pay versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | | Peer Group Total Shareholder Return | Net Income (in millions) | Consolidated Adjusted OFCF (in millions) | | (a) | ($)(b) | ($)(c) | ($)(d)(1) | ($)(e) | LILA ($)(f)(2) | LILAK ($)(g)(2) | ($)(h)(2) | ($)(i) | ($)(j)(3) | | 2025 | 16,885,852 | 19,245,465(4) | 4,882,624 | 5,747,367(5) | 66.40 | 67.27 | 122.81 | (554.3) | 1,066.0 | | 2024 | 18,487,068 | 14,639,298 | 4,465,213 | 3,790,153 | 57.14 | 57.17 | 91.95 | (659.7) | 897.9 | | 2023 | 16,161,952 | 14,550,211 | 3,799,987 | 3,421,769 | 65.68 | 66.19 | 85.53 | (86.8) | 973.0 | | 2022 | 15,745,617 | 6,402,860 | 4,131,692 | 2,423,503 | 67.65 | 68.53 | 77.88 | (207.8) | 930.0 | | 2021 | 37,576,803 | 31,662,646 | 6,226,351 | 5,596,550 | 104.76 | 102.80 | 97.46 | (490.6) | 961.0 |

  50. Pay versus Performance Table

    (1) The dollar amounts reported in column (d) represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Nair, who has served as our CEO since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Nair) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Christopher Noyes, Aamir Hussain and John Winter; (ii) for 2024, 2023 and 2022, Christopher Noyes, Aamir Hussain, Rocio Lorenzo and John Winter; and (iii) for 2021, Christopher Noyes, Betzalel Kenigsztein, Vivek Khemka, Rocio Lorenzo and John Winter. (2) The total shareholder return (TSR) in columns (f), (g) and (h) compares the changes in the cumulative TSR on our LILA and LILAK shares from market close on December 31, 2020 to December 31 of each of 2021, 2022, 2023, 2024 and 2025, to the change in the cumulative TSR of the MSCI Emerging Markets NTR Index, which is our peer group index in the 2025 Form 10-K (assuming reinvestment of dividends, where applicable, and that $100 was invested at the market close on December 31, 2020). (3) Consolidated adjusted OFCF is OFCF as adjusted each year in accordance with our annual bonus program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. Historically, OFCF adjustments apply foreign currency exchange rates for the covered year to our OFCF for the immediately preceding year and include the impact of acquisitions, dispositions, volcanic activity, hurricanes, earthquakes and power outages. See Compensation Discussion and Analysis—Elements of Our Compensation Packages—Annual Performance Awards—Design of 2025 Annual Bonus Program and 2025 Performance for the definition of OFCF. (4) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Nair, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Nair’s total compensation for 2025 to determine the compensation actually paid. With respect to equity award adjustments for 2025 as disclosed in the table below, the valuation assumptions used to calculate the fair values did not materially differ from those disclosed at the time of grant.

  51. Pay versus Performance Table

    | | 2025 ($) | | Summary Compensation Table (SCT) Total Compensation | 16,885,852 | | Less: Stock Award Values Reported in SCT for the Covered Year | 5,888,225 | | Less: Option Award Values Reported in SCT for the Covered Year | 5,327,633 | | Plus: Fair Value of Equity Awards Granted in the Covered Year and Outstanding and Unvested at End of Covered Year | 10,915,555 | | Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Year | 0 | | Plus/Less: Change in Fair Value of Outstanding Unvested Equity Awards from Prior Years | 2,318,246 | | Plus/Less: Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | 341,671 | | Less: Fair Value of Equity Awards Forfeited during the Covered Year | 0 | | Plus: Value of Dividends or other Earnings Paid on Equity Awards | 0 | | Compensation Actually Paid | 19,245,465 |

  52. Pay versus Performance Table

    (5) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs identified in footnote 1 as a group (excluding Mr. Nair), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to average total compensation for the NEOs as a group (excluding Mr. Nair) for 2025 to determine the compensation actually paid, using the same methodology described above in footnote 1. With respect to equity award adjustments for 2025 as disclosed in the table below, the valuation assumptions used to calculate the fair value did not materially differ from those disclosed at the time of grant.

  53. Pay versus Performance Table

    | | 2025 Average ($) | | SCT Total Compensation | 4,882,624 | | Less: Stock Award Values Reported in SCT for the Covered Year | 1,346,580 | | Less: Option Award Values Reported in SCT for the Covered Year | 1,546,731 | | Plus: Fair Value of Equity Awards Granted in the Covered Year and Outstanding and Unvested at End of Covered Year | 3,169,029 | | Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Year | 0 | | Plus/Less: Change in Fair Value of Outstanding Unvested Equity Awards from Prior Years | 472,135 | | Plus/Less: Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | 116,890 | | Less: Fair Value of Equity Awards Forfeited during the Covered Year | 0 | | Plus: Value of Dividends or other Earnings Paid on Equity Awards | 0 | | Compensation Actually Paid | 5,747,367 |

  54. Pay versus Performance Table

    We believe our performance-based compensation program provides the opportunity to reward our NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. The majority of our NEOs’ compensation is aligned with shareholder interests and delivered in the form of annual performance bonuses and multi-year performance-based equity incentive awards in the form of SARs and, in prior years, PSARs, which are tied to share price appreciation and to company or individual performance. The financial performance measures used by our company to link compensation actually paid to our NEOs for 2025 to our performance were:

  55. Pay versus Performance Table

    | Most Important Financial Measures for 2025 | | •Consolidated adjusted OFCF | | •Revenue |

  56. Pay versus Performance Table

    Our NEOs’ 2025 annual bonuses were subject to achievement of the consolidated adjusted OFCF and revenue financial performance measures in the table above, as well as one other non-financial performance measure. For 2025, consolidated adjusted OFCF and revenue were weighted 60% and 25%, respectively, in our annual bonus program. See —Compensation Discussion and Analysis—Elements of Our Compensation Packages—Design of 2025 Annual Bonus Program and 2025 Performance above for additional information about the relationship between our financial performance and the annual bonuses paid to our NEOs for 2025, as well as our performance on non-financial performance measures and how it impacted our NEOs’ 2025 compensation. We view consolidated adjusted OFCF as the most important financial measure linking our NEOs’ compensation actually paid to our performance, with performance on that measure accounting for 50%, 45%, 60%, 60% and 60% of our annual bonus program for 2021, 2022, 2023, 2024 and 2025, respectively. Accordingly, the graph below reflects general alignment between our consolidated adjusted OFCF and compensation actually paid to Mr. Nair and our other NEOs for 2021 through 2025. As required by Item 402(v) of Regulation S-K, we are also presenting the graph below which compares the compensation actually paid to Mr. Nair and our other NEOs to the TSRs of our LILA and LILAK shares. This graph also compares the TSRs of our LILA and LILAK shares to the TSR of the MSCI Emerging Markets NTR Index, which is our peer group index in the 2025 Form 10-K. The TSRs reflected in the chart below assume reinvestment of dividends, where applicable, and that $100 was invested at the market close on December 31, 2020. The following graph compares Mr. Nair and our NEOs’ compensation actually paid to our net income for 2021, 2022, 2023, 2024 and 2025, as required by Item 402(v) of Regulation S-K.

  57. Director Compensation

    Director Compensation Set forth below is a description of the compensation for our non-employee directors. Our directors are also entitled to the benefit of our policy on personal usage of our aircraft set forth above under —Aircraft Policy.

  58. 2025 Director Compensation

    2025 Director Compensation The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year 2025.

  59. 2025 Director Compensation

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael T. Fries | — | — | — | — | — | 473,797 | | LILA | — | 158,406 | — | | | | | LILAK | — | 315,391 | — | | | | | Alfonso de Angoitia Noriega | 110,000(4) | — | — | 2,637 | — | 262,252 | | LILA | — | 50,021 | — | | | | | LILAK | — | 99,594 | — | | | | | Charles H.R. Bracken | 100,000 | — | — | — | — | 249,615 | | LILA | — | 50,021 | — | | | | | LILAK | — | 99,594 | — | | | | | Miranda Curtis | 130,000 | — | — | — | — | 279,615 | | LILA | — | 50,021 | — | | | | | LILAK | — | 99,594 | — | | | | | Paul A. Gould | 130,000(5) | — | — | 9,343 | — | 288,958 | | LILA | — | 50,021 | — | | | | | LILAK | — | 99,594 | — | | | | | Roberta S. Jacobson | 100,000 | — | — | — | — | 249,615 | | LILA | — | 50,021 | — | | | | | LILAK | — | 99,594 | — | | | | | Brendan Paddick | 110,000(6) | — | — | — | — | 259,615 | | LILA | — | 50,021 | — | | | | | LILAK | — | 99,594 | — | | | | | Daniel E. Sanchez | 100,000 | — | — | — | — | 249,615 | | LILA | — | 50,021 | — | | | | | LILAK | — | 99,594 | — | | | | | Eric L. Zinterhofer | 110,000 | — | — | — | — | 259,615 | | LILA | — | 50,021(7) | — | | | | | LILAK | — | 99,594(7) | — | | | |

  60. 2025 Director Compensation

    (1)Mr. Nair, our President and CEO, does not receive any additional compensation as a director. For information on Mr. Nair’s compensation, see —Summary Compensation Table above. (2)The dollar amounts in the table reflect the grant date fair value of share awards and RSUs related to LILA shares and LILAK shares at the time of grant, in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 12 to our consolidated financial statements for the year ended December 31, 2025, which are included in the 2025 Form 10-K. (3)At December 31, 2025, our current non-employee directors had the following awards outstanding:

  61. 2025 Director Compensation

    | Name | Class | Options (#) (a) | Restricted Shares/RSUs (#) | | Michael T. Fries | LILA | 166,667 | 23,678 | | | LILAK | 333,333 | 47,356 | | Alfonso de Angoitia Noriega | LILA | — | 7,477 | | | LILAK | — | 14,954 | | Charles H.R. Bracken | LILA | 23,708 | 7,477 | | | LILAK | 47,416 | 14,954 | | Miranda Curtis | LILA | — | 7,477 | | | LILAK | — | 14,954 | | Paul A. Gould | LILA | — | 7,477 | | | LILAK | — | 14,954 | | Roberta S. Jacobson | LILA | — | 7,477 | | | LILAK | — | 14,954 | | Brendan Paddick | LILA | — | 7,477 | | | LILAK | — | 14,954 | | Daniel E. Sanchez | LILA | — | 7,477 | | | LILAK | — | 14,954 | | Eric L. Zinterhofer (b) | LILA | — | — | | | LILAK | — | — |

  62. 2025 Director Compensation

    a.Includes shares that are subject to options or SARs, reported on a gross basis. b.On December 31, 2025, Mr. Zinterhofer’s 2025 grant of 7,477 LILA RSUs and 14,954 LILAK RSUs vested in full in connection with his departure from the Board. (4) Includes approximately $108,911 that Mr. Angoitia Noriega received in our common shares in lieu of cash. (5) Includes approximately $4,875 that Mr. Gould received in our common shares in lieu of cash. (6) Includes approximately $105,426 that Mr. Paddick received in our common shares in lieu of cash. (7) Mr. Zinterhofer transferred all of the common shares that he received to affiliates of Searchlight Capital Partners, LP.

  63. SHARES IN CONNECTION WITH DIRECTOR COMPENSATION

    SHARES IN CONNECTION WITH DIRECTOR COMPENSATION 12.1 General. Subject to the provisions of this Article XII, each Nonemployee Director shall have a Share Election Right in connection with Director Compensation payable for each calendar quarter after the Effective Date. Subject to any applicable Purchase Restrictions, to the extent a Nonemployee Director has exercised the Share Election Right in accordance with this Article XI, such Nonemployee Director will receive Shares of the applicable class of Shares in consideration for an undertaking to pay for such Shares in accordance with the terms of the Share Election Right. Furthermore, the undertaking to pay may be satisfied (in whole or in part) by the release, at the Company’s discretion, of its requirement to pay the Director Compensation payable to such Nonemployee Director with respect to the applicable calendar quarter on the last day of such calendar quarter (or as soon as practicable thereafter). The number of Shares of the applicable class of Shares issuable to a Nonemployee Director pursuant to a Share Election Right for a particular calendar quarter shall equal the quotient obtained by dividing (x) the aggregate amount of such Director Compensation by (y) the Fair Market Value of a Share of the applicable class of Shares as of the last day of such calendar quarter. No fractional shares will be issued. In lieu of issuing any fractional shares resulting from such calculation, an amount in cash will be paid equal to such fraction multiplied by the Fair Market Value of a share of the applicable class of Shares on the last day of such calendar quarter. All Shares issued under this Article XII shall be issued free of all restrictions, except as required by law. In addition, the issuance of any Shares under this Article XII shall be for at least the minimum consideration necessary to permit such Shares to be fully paid. Nothing in this Article XII shall preclude Nonemployee Directors from receiving any other Award authorized under the Plan. 12.2 Timing of Election. Subject to the deemed election provisions of Section 12.3, a Nonemployee Director who wishes to exercise the Share Election Right with respect to a particular calendar quarter must provide an Election Notice by the Election Deadline applicable to such calendar quarter. Once the Election Deadline applicable to a particular calendar quarter has passed, no Share Election Right may be exercised by any Nonemployee Director with respect to such calendar quarter, unless the Board or the Committee determines, in its sole discretion, that such change is occasioned by an extraordinary or unanticipated event. 12.3 Deemed Election. If a Nonemployee Director has never delivered a timely Election Notice, the Nonemployee Director shall not have an entitlement to receive Shares with respect to such quarter and consequently will receive cash for the Director Compensation payable to such Nonemployee Director. Once an Election Notice is timely delivered by a Nonemployee Director, it shall apply to the calendar quarter with respect to which it was delivered, and, if such Nonemployee Director subsequently fails to timely provide Election Notices with respect to the succeeding calendar quarters, it shall be deemed to apply to all succeeding calendar quarters until a Rescission Notice is timely delivered to the Company with respect to any succeeding calendar quarter. For a Rescission Notice to be timely with respect to a particular calendar quarter, it must be delivered to the Company by the Election Deadline applicable to such calendar quarter. A Nonemployee Director who has delivered a Rescission Notice may exercise a Share Election Right for subsequent calendar quarters by the timely delivery of an Election Notice. 12.4 Election Void During Restricted Period. If, on the date a Nonemployee Director is to receive Shares pursuant to this Article XI, a Purchase Restriction is in place, such Nonemployee Director shall not have an entitlement to receive Shares with respect to such quarter and shall not be required to give an undertaking to pay for any such Shares and consequently will instead receive cash in payment of the Director Compensation then payable to such Nonemployee Director without set off against an undertaking to pay for any such Shares. 12.5 Conditions. Nothing contained herein shall preclude the Board, in its sole discretion, from imposing additional conditions as it may determine, in its sole discretion, on any issuance of Shares pursuant to this Article XII.