Form 8-K
8-K — Cable One, Inc.
Accession: 0000950157-26-001058
Filed: 2026-10-02
Period: 2026-10-01
CIK: 0001632127
SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Other Events
Documents
8-K — form8-k.htm (Primary)
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8-K — CURRENT REPORT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
October 1, 2026
Cable One, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
001-36863
13-3060083
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
210 E. Earll Drive, Phoenix, Arizona
85012
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including
Area Code: (602) 364-6000
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
CABO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
Extension of MBI Purchase Agreement Closing Date
As previously disclosed, on January 3, 2026, Cable One, Inc. (the
“Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Mega Broadband Investments Holdings
LLC, a Delaware limited liability company (“MBI”), Mega Broadband Blocker, LLC, a Delaware limited liability company, GTCR
Fund XII/C LP, a Delaware limited partnership, Major Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary
of the Company, and, solely in its capacity as equityholders’ representative, GTCR Fund XII/B, a Delaware partnership, pursuant
to which the Company would acquire the equity interests in MBI that it did not already own (the “MBI Purchase”).
The Company and certain affiliates of GTCR LLC have mutually agreed
to extend the previously anticipated October 1, 2026 closing date of the MBI Purchase to October 9, 2026 (or such earlier date as may
be mutually agreed by the Company and such other parties).
Item 8.01. Other Events.
Cleansing Information
The Company previously entered into confidentiality agreements with
certain potential investors pursuant to which the Company and such potential investors engaged in discussions concerning a potential financing
transaction in connection with the MBI Purchase. The Company’s engagement with those potential investors has concluded.
Cautionary Statement Regarding Forward-Looking Statements
This current report may contain “forward-looking
statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly
to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about the Company’s
industry, business, strategy, technologies, acquisitions and strategic investments, market expansion plans, dividend policy, capital allocation,
financing strategy, the put option associated with the remaining equity interests in MBI, which was exercised on January 2, 2026 (the
“Put Option”), the purchase price payable pursuant to the Put Option (such purchase price, the “Put Price”), the
anticipated timeline to consummate such transaction, the Company’s ability and sources of capital to fund the Put Price, MBI’s
future indebtedness and the Company’s financial results and financial condition. Forward-looking statements often include words
such as “will,” “should,” “anticipates,” “estimates,” “expects,” “projects,”
“intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions
of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible
to uncertainty and changes in circumstances. The Company’s actual results may vary materially from those expressed or implied in
its forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by the Company
or on its behalf. Important factors that could cause the Company’s actual results to differ materially from those in its forward-looking
statements include government regulation, economic, strategic, political and social conditions and the following factors, which are discussed
in the Company’s latest Annual Report on Form 10-K and in its subsequent filings with the Securities and Exchange Commission (the
“SEC”), including its latest Quarterly Report on Form 10-Q:
●
rising levels of competition from historical and new entrants in the Company’s markets;
●
recent and future changes in technology, and the Company’s ability to develop, deploy and operate new technologies, service offerings and customer service platforms;
●
risks associated with the Company’s use of artificial intelligence;
●
the Company’s ability to grow its residential data and business data revenues and customer base;
●
increases in programming costs and retransmission fees;
●
the Company’s ability to obtain hardware, software and operational support from vendors, including the potential impacts of changes in trade policy and tariffs;
●
risks relating to existing or future acquisitions and strategic investments by the Company, including risks associated with the exercise of the Put Option associated with the remaining equity interests in MBI and the acquisition and integration of MBI;
●
the integrity and security of the Company’s network and information systems;
●
the impact of possible security breaches and other disruptions, including cyber-attacks;
●
the Company’s failure to obtain necessary intellectual and proprietary rights to operate its business and the risk of intellectual property claims and litigation against the Company;
●
the Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures;
●
impairments of intangible assets and goodwill;
●
legislative or regulatory efforts to impose new requirements on the Company’s data services;
●
additional regulation of the Company’s video and voice services or changes to government subsidy programs;
●
the Company’s ability to renew cable system franchises;
●
increases in pole attachment costs;
●
changes in local governmental franchising authority and broadcast carriage regulations;
●
the potential adverse effect of the Company’s level of indebtedness on its business, financial condition or results of operations and cash flows;
●
the restrictions the terms of the Company’s indebtedness place on its business and corporate actions;
●
the possibility that interest rates will rise, causing the Company’s obligations to service its variable rate indebtedness to increase significantly;
●
risks associated with the Company’s indebtedness, including the Company’s ability to pay dividends on, make distributions in respect of, repurchase or redeem, capital stock;
●
provisions in the Company’s charter, by-laws and Delaware law that could discourage takeovers and limit the judicial forum for certain disputes;
●
adverse economic conditions, labor shortages, supply chain disruptions, changes in rates of inflation and the level of move activity in the housing sector;
●
pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, have, and may in the future, disrupt the Company’s business and operations, which could materially affect the Company’s business, financial condition, results of operations and cash flows;
●
lower demand for the Company’s residential data and business data products;
●
fluctuations and/or declines in the Company’s stock price;
●
dilution from equity awards, convertible indebtedness and potential future convertible debt and stock issuances;
●
damage to the Company’s reputation or brand image;
●
the Company’s ability to retain key employees (whom the Company refers to as associates);
●
the Company’s ability to incur future indebtedness;
●
provisions in the Company’s charter that could limit the liabilities for directors; and
●
the other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including but not limited to those described under “Risk Factors” in its latest Annual Report on Form 10-K, its latest Quarterly Report on Form 10-Q and in its subsequent filings with the SEC.
Any forward-looking statements made by the Company in
this current report speak only as of the date on which they are made. The Company is under no obligation, and expressly disclaims any
obligation, except as required by law, to update or alter its forward-looking statements, whether as a result of new information, subsequent
events or otherwise.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Cable One, Inc.
By:
/s/ Christopher J. Arntzen
Name:
Christopher J. Arntzen
Title:
Chief Legal Officer and Secretary
Date: October 2, 2026
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