Form 8-K

8-K — COMCAST CORP

Accession: 0000950103-26-008329

Filed: 2026-06-02

Period: 2026-06-02

CIK: 0001166691

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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EX-99.1 — EXHIBIT 99.1 (dp247761_ex9901.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

June 2, 2026

Comcast Corporation

(Exact Name of Registrant

as Specified in its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

001-32871

27-0000798

(Commission File Number)

(IRS Employer Identification No.)

One Comcast Center

Philadelphia, PA

19103-2838

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (215) 286-1700

(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

Class A Common Stock, $0.01 par value

CMCSA

The Nasdaq Stock Market LLC

0.000% Notes due 2026

CMCS26

The Nasdaq Stock Market LLC

0.250% Notes due 2027

CMCS27

The Nasdaq Stock Market LLC

1.500% Notes due 2029

CMCS29

The Nasdaq Stock Market LLC

0.250% Notes due 2029

CMCS29A

The Nasdaq Stock Market LLC

0.750% Notes due 2032

CMCS32

The Nasdaq Stock Market LLC

3.250% Notes due 2032

CMCS32A

The Nasdaq Stock Market LLC

1.875% Notes due 2036

CMCS36

The Nasdaq Stock Market LLC

3.550% Notes due 2036

CMCS36A

The Nasdaq Stock Market LLC

1.250% Notes due 2040

CMCS40

The Nasdaq Stock Market LLC

5.250% Notes due 2040

CMCS40A

The Nasdaq Stock Market LLC

5.50% Notes due 2029

CCGBP29

New York Stock Exchange

2.0% Exchangeable Subordinated Debentures due 2029

CCZ

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 8.01 Other Events

Attached as Exhibit 99.1 and incorporated by reference herein

is a press release dated June 2, 2026, issued by Comcast Corporation.

Item 9.01(d) Exhibits

Exhibit

Number

Description

99.1

Comcast Corporation Press Release dated June 2, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMCAST CORPORATION

Date: June 2, 2026

By:

/s/ Elizabeth Wideman

Name:

Elizabeth Wideman

Title:

Senior Vice President, Senior Deputy General Counsel and Assistant Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp247761_ex9901.htm · Sequence: 2

Exhibit 99.1

Comcast Corporation and Comcast Cable Communications,

LLC Announce Pricing Terms of

Offers to Purchase for Cash Certain of their Outstanding Senior Debt Securities

Philadelphia, Pennsylvania, June 2,

2026 —Comcast Corporation, a Pennsylvania corporation (the “Company”)

today announced the pricing terms of its previously announced cash tender offers to purchase any and all of its outstanding 2.350% Notes

due 2027; 3.300% Notes due February 2027; 3.300% Notes due April 2027; 4.150% Notes due 2028; 3.150% Notes due 2028; 3.550% Notes due

2028; 5.100% Notes due 2029; 4.550% Notes due 2029; 4.250% Notes due 2030; 3.400% Notes due 2030 and 2.650% Notes due 2030 (together,

the “Company Notes”) (collectively, the “Company Offers”) for the consideration described below.

Comcast Cable Communications, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Comcast

Cable” and, together with the Company, the “Issuers”) today also announced the pricing terms of its previously

announced separate cash tender offers to purchase any and all of its outstanding 8.500% Notes due 2027 and 7.125% Notes due 2028 (together,

the “Comcast Cable Notes” and, together with the Company Notes, the “Notes”) (the “Comcast

Cable Offers” and, together with the Company Offers, the “Offers” and each, an “Offer”)

for the consideration described below.

Subject to the Consideration Cap Condition (as defined below), the

series of Notes that are purchased in the Offers will be based on the acceptance priority levels (each, an “Acceptance Priority

Level”) set forth in the table below. If a given series of Notes is accepted for purchase pursuant to the Offers, all Notes

of that series that are validly tendered and not validly withdrawn will be accepted for purchase. No series of Notes will be subject to

proration pursuant to the Offers.

The Offers are made upon the terms and subject to the conditions set

forth in the Offer to Purchase dated May 27, 2026 relating to the Notes (the “Offer to Purchase”) and the notice of

guaranteed delivery attached as Appendix A to the Offer to Purchase (the “Notice of Guaranteed Delivery” and, together

with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this news release

have the meanings given to them in the Offer to Purchase.

Set forth in the table below is the applicable Total Consideration

(as defined below) for each series of Notes, as calculated as of 2:00 p.m. (Eastern time) today, June 2, 2026, in accordance with the

Offer to Purchase.

Acceptance

Priority Level(1)

Title

of Notes

Principal

Amount Outstanding

CUSIP

/ ISIN

Nos.(2)

Reference

Security(3)

Reference

Yield(3)

Bloomberg

Reference Page(3)

Fixed

Spread (Basis Points)(3)

Total

Consideration(3)

2.350% Notes due 2027 issued by the Company

$1,400,000,000

20030NBW0 / US20030NBW02

4.000% U.S. Treasury due January 15, 2027

3.794%

FIT3

$991.04

3.300% Notes due February 2027 issued by the Company

$1,250,000,000

20030NBY6 / US20030NBY67

4.125% U.S. Treasury due January 31, 2027

3.822%

FIT3

$996.30

Acceptance

Priority Level(1)

Title

of Notes

Principal

Amount Outstanding

CUSIP

/ ISIN

Nos.(2)

Reference

Security(3)

Reference

Yield(3)

Bloomberg

Reference Page(3)

Fixed

Spread (Basis Points)(3)

Total

Consideration(3)

3.300% Notes due April 2027 issued by the Company

$638,976,000

20030NDK4 / US20030NDK46

3.875% U.S. Treasury due March 31, 2027

3.865%

FIT3

$995.03

8.500% Notes due 2027 issued by Comcast Cable

$206,580,000

20029PAH2 / US20029PAH29

4.000% U.S. Treasury due May 31, 2028

4.045%

FIT1

+25

$1,036.89

4.150% Notes due 2028 issued by the Company

$3,220,877,000

20030NCT6 / US20030NCT63

4.000% U.S. Treasury due May 31, 2028

4.045%

FIT1

+20

$997.84

3.150% Notes due 2028 issued by the Company

$1,298,079,000

20030NCA7 / US20030NCA72

4.000% U.S. Treasury due May 31, 2028

4.045%

FIT1

+10

$983.84

7.125% Notes due 2028 issued by Comcast Cable

$292,883,000

872287AL1 / US872287AL19

4.000% U.S. Treasury due May 31, 2028

4.045%

FIT1

+15

$1,047.36

3.550% Notes due 2028 issued by the Company

$784,735,000

20030NCH2 / US20030NCH26

4.000% U.S. Treasury due May 31, 2028

4.045%

FIT1

+15

$988.28

5.100% Notes due 2029 issued by the Company

$600,632,000

20030NEH0 / US20030NEH08

3.875% U.S. Treasury due May 15, 2029

4.090%

FIT1

+20

$1,021.93

4.550% Notes due 2029 issued by the Company

$832,642,000

20030NED9 / US20030NED93

3.875% U.S. Treasury due May 15, 2029

4.090%

FIT1

+20

$1,006.15

4.250% Notes due 2030 issued by the Company

$1,500,000,000

20030NCU3 / US20030NCU37

3.875% U.S. Treasury due April 30, 2031

4.173%

FIT1

+35

$989.26

3.400% Notes due 2030 issued by the Company

$1,600,000,000

20030NDG3 / US20030NDG34

3.875% U.S. Treasury due April 30, 2031

4.173%

FIT1

+30

$962.64

2.650% Notes due 2030 issued by the Company

$1,600,000,000

20030NDA6 / US20030NDA63

3.875% U.S. Treasury due April 30, 2031

4.173%

FIT1

+30

$939.11

(1) Subject to the satisfaction or waiver by the Issuers of the conditions of the Offers described in the Offer to Purchase, if the Consideration

Cap Condition is not satisfied with respect to all series of Notes, we will accept Notes for purchase in the order of their respective

Acceptance Priority Level specified in this table (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance

Priority Level and 13 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance

Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted

for purchase.

(2) No representation is made by the Issuers as to the correctness or accuracy of the CUSIP numbers or ISINs listed in the Offer to Purchase

or printed on the Notes. They are provided solely for convenience.

(3) The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each

$1,000 principal amount of such series of Notes validly tendered for purchase has been based on the applicable fixed spread (as specified

in this table, the “Fixed Spread”) for such series of Notes, plus the applicable yield (the “Reference Yield”)

based on the bid-side price of the applicable U.S. Treasury reference security as specified in this table (as applicable to each such

series of Notes, the “Reference Security”) as quoted on the applicable Bloomberg page (with respect to each Reference

Security, the “Bloomberg Reference

Page”) as of 2:00 p.m. (Eastern time) today, June 2, 2026. The formula for determining the Total Consideration is set forth

on Annex A to the Offer to Purchase. See “Description of the Offers—Determination of the Total Consideration” in the

Offer to Purchase. The Total Consideration does not include the applicable Accrued Coupon Payment (as defined below), which will be payable

in cash in addition to the applicable Total Consideration.

The Offers will expire at 5:00 p.m. (Eastern time) today, June 2, 2026,

unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer,

the “Expiration Date”). Notes tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern

time) today, June 2, 2026 (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Withdrawal

Date”).

For Holders who deliver a Notice of Guaranteed Delivery and all other

required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer

Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) is expected

to be 5:00 p.m. (Eastern time) on June 4, 2026, the second business day after the Expiration Date, unless extended with respect to any

Offer (the “Guaranteed Delivery Date”).

Provided that all conditions to the Offers have been satisfied or waived

by the Issuers by the Expiration Date, the Issuers will pay the Total Consideration in respect of all Notes validly tendered and not validly

withdrawn at or prior to the Expiration Date (and accepted for purchase by the Issuers) on the “Settlement Date,” which is

expected to be June 5, 2026, the third business day after the Expiration Date and the first business day after the Guaranteed Delivery

Date, unless extended by the Issuers with respect to any Offer (the “Settlement Date”).

Upon the terms and subject to the conditions set

forth in the Offer to Purchase, Holders whose Notes are accepted by the Issuers for purchase in the Offers will receive the applicable

Total Consideration specified in the table above for each $1,000 principal amount of such Notes in cash on the Settlement Date.

In addition to the applicable Total Consideration,

Holders whose Notes are accepted by the Issuers for purchase pursuant to an Offer will receive a cash payment equal to the accrued and

unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the

Settlement Date (the “Accrued Coupon Payment”). Interest will cease to accrue on the Settlement Date for all Notes

accepted for purchase in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds

to Holders by The Depository Trust Company (“DTC”) or its participants.

The Issuers’ obligation to complete an Offer

with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer

to Purchase, including that the aggregate Total Consideration payable for all Notes purchased in the Offers (the “Aggregate Consideration

Amount”) not exceed $3,750,000,000 (the “Consideration Cap Amount”), and on the Consideration Cap Amount

being sufficient to pay the Total Consideration for all validly tendered and not validly withdrawn Notes of such series (after accounting

for all validly tendered Notes that have a higher Acceptance Priority Level) (the “Consideration Cap Condition”). Each

Issuer reserves the right, but is under no obligation, to increase or waive the Consideration Cap Amount, in its sole discretion subject

to applicable law, with or without extending the Withdrawal Date. No assurance can be given that the Issuers will increase or waive the

Consideration Cap Amount. If Holders tender more Notes in the Offers than they expect to be accepted for purchase based on the Consideration

Cap Amount and the Issuers subsequently accept more than such Holders expected of such Notes tendered as a result of an increase of the

Consideration Cap Amount, such Holders may not be able to withdraw any of their previously tendered Notes. Accordingly, Holders should

not tender any Notes that they do not wish to be accepted for purchase.

The Issuers have retained Morgan Stanley &

Co. LLC and Wells Fargo Securities, LLC to act as dealer managers (the “Dealer Managers”) for the Offers. Questions

regarding the terms and conditions for the Offers should be directed to:

Morgan Stanley

Wells Fargo Securities

Morgan Stanley & Co. LLC

1585 Broadway, 6th Floor

New York, New York 10036

Toll Free: (800) 624-1808

Collect: (212) 761-1057

Email: LMNY@morganstanley.com

Attention: Liability Management Group

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

Toll Free: (866) 309-6316

Collect: (704) 410-4235

Email: liabilitymanagement@wellsfargo.com

Attention: Liability Management Group

Global Bondholder Services Corporation is acting

as the Information and Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies

of the Offer to Purchase may be directed to:

Global Bondholder Services Corporation

Offers Website: https://gbsc-usa.com/comcast

65 Broadway - Suite 404

New York, NY 10006

Banks and Brokers call: (212) 430-3774

All others call Toll Free: (855) 654-2015

You may also contact your broker, dealer, commercial

bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following

link: https://gbsc-usa.com/comcast.

If an Issuer terminates any of its Offers with

respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes tendered pursuant

to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked

in DTC will be released.

Holders of Notes are advised to check with each

bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions

from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers

before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission

and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

Offer and Distribution Restrictions

This news release is for informational

purposes only. This news release is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities of

the Issuers or any of its subsidiaries. The Offers are being made solely pursuant to the Offer to Purchase and the related Notice of Guaranteed

Delivery. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be

in compliance with the securities, “blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities

or “blue sky” laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made

on behalf of the Issuers by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such

jurisdiction. None of the Issuers,

the Information and Tender Agent or the Dealer Managers, nor any of their affiliates, makes any recommendation as to whether Holders should

tender or refrain from tendering all or any portion of their Notes in response to the Offers.

No action has been or will be taken

in any jurisdiction that would permit the possession, circulation or distribution of either this news release, the Offer to Purchase or

any material relating to the Issuers or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither

this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed

or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country

or jurisdiction.

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA)

is a global media and technology company. From the connectivity and platforms we provide, to the content and experiences we create, our

businesses reach hundreds of millions of customers, viewers, and guests worldwide. We deliver world-class broadband, wireless, and video

through Xfinity, Comcast Business, and Sky; produce, distribute, and stream leading entertainment, sports, and news through brands including

NBC, Telemundo, Universal, Peacock, and Sky; and bring incredible theme parks and attractions to life through Universal Destinations &

Experiences. Visit www.comcastcorporation.com for more information.

Caution Concerning Forward-Looking Statements

This press release includes statements that may constitute forward-looking

statements about, among other things, the terms and timing for completion of the Offers, including the acceptance for purchase of Notes

validly tendered, the Consideration Cap Amount, the expected Expiration Date and Settlement Date. In evaluating these statements, readers

should consider various factors, including the risks and uncertainties we describe in the “Risk Factors” sections of our most

recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and other reports filed with the Securities and Exchange

Commission (SEC). Factors that could cause our actual results to differ materially from these forward-looking statements include changes

in and/or risks associated with: the competitive environment; consumer behavior; the advertising market; consumer acceptance of our content;

programming costs; key distribution and/or licensing agreements; use and protection of our intellectual property; our reliance on third-party

hardware, software and operational support; keeping pace with technological developments; cyber attacks, security breaches or technology

disruptions; weak economic conditions; acquisitions and strategic initiatives; operating businesses internationally; natural disasters,

severe weather-related and other uncontrollable events; loss of key personnel; labor disputes; significant tax liability if the separation

of Versant is not tax-free; laws and regulations; adverse decisions in litigation or governmental investigations; and other risks described

from time to time in reports and other documents we file with the SEC. Readers are cautioned not to place undue reliance on forward-looking

statements, which speak only as of the date they are made, and involve risks and uncertainties that could cause actual events or our actual

results to differ materially from those expressed in any such forward-looking statements. We undertake no obligation to update or revise

publicly any forward-looking statements, whether because of new information, future events or otherwise.

Investor Contacts:

Marci Ryvicker (215) 286-4781

Jane Kearns (215) 286-4794

Press Contacts:

Jennifer Khoury (215) 286-7408

John Demming (215) 286-8011

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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