CABO 10-K & 10-Q changes, risk factors and insider trading

Our systems generally operate pursuant to franchises, permits and similar authorizations issued by state and local governments. As these franchises are typically non-exclusive, state and local governments can grant additional franchises to other entities and create competition in our markets where none existed previously, resulting in overbuilds. In some cases, the FCC has adopted rules that streamline entry for new competitors (particularly those affiliated with telephone companies) and reduce franchising burdens for these new entrants. As of December 31, 2024,2025, a little less than 60% of our footprint has been overbuilt by wired competitors offering high-speed data services with speeds of 100 Mbps or higher. Further overbuilding could cause more of our customers to purchase data and video services from our competitors instead of from us. We also face competition from various providers of wireless internet offerings, including cell phone internet providers that have deployed high-speed “5G” wireless networks where they have higher capacity spectrum and public locations or commercial establishments offering Wi-Fi at no cost. We also face increasing competition from wireless telephone companies for residential voice services, as our customers continue to replace our residential voice services with wireless voice services. In addition, new entrants with significant financial resources may compete on a larger scale with our video and data services, and as more wireless voice service providers offer unlimited data options, some customers may choose to forgo our data services altogether. We may also face increasing competition from various providers of wireless internet offerings, including cell phone internet providers deploying high-speed “5G” wireless networks where they have higher capacity spectrum and public locations or commercial establishments offering Wi-Fi at no cost. Historically, we have focused on retaining customers who are likely to produce higher relative value over the life of their service relationship with us, are less attracted to discounting, require less support and churn less. However, in response to increasing competition in our markets, we are also seeking to supplement our growth by targeting a broader scope of incremental customers, including those who are more value-conscious, through more targeted pricing and product offerings. While these efforts are intended to grow our customer base, they may adversely impact the ARPU and profit margins of our residential data services and lead to increased average churn rates for our residential data customers.

Our video business also faces substantial and increasing competition from other forms of in-home and mobile entertainment, including, among others, Amazon Prime Video, Apple TV+, Disney+, Hulu, HBO Max, Netflix, Paramount+, Peacock, YouTube TV, Sling TV and an increasing number of new entrants who offer OTT video programming, including many traditional programmers. Because of the significant size and financial resources of many of the companies behind such service offerings, some of whom with fewer regulatory burdens than us, we anticipate that they will continue to invest resources in increasing the availability of video content on the internet, which may result in less demand for the video services we provide. Increasing consolidation in the telecommunications and content industries have provided additional benefits to certain of our competitors, either through access to financing, resources or efficiencies of scale including the ability to launch new products and services. In addition, companies that offer OTT content in certain markets also provide data services, such as Alphabet, and they may seek to increase sales of their streaming content by lowering the cost of data services for their customers, which would further increase price competition for the data services we offer. In addition to creating competition for our video services, OTT content also significantly increases the volume of traffic on our data networks, which can lead to decreases in access speeds for all users if data networks are not upgraded so that their broadband capacity can keep pace with increased traffic.

We incorporate certain AI solutions into our digital infrastructure, such as our unified call center platform, and these applications are becoming important in our operations. Our competitors or other third parties may incorporate AI into their operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, search results or recommendations that AI applications assist in producing are, or are alleged to be, deficient or inaccurate, our business, reputation, financial condition and results of operations could be adversely affected. If our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm or legal liability. The rapid evolution of AI, including the government regulation of AI,AI will require significant resources to implement AI ethically in order to minimize unintended, harmful impacts. There are many state and federal efforts underway to regulate the use of AI, which could have a material adverse impact on our business operations. We cannot predict whether or when any future changes to AI regulation may occur, especially in light of conflicting policy directives on the state and federal levels with respect to AI regulation.

We may not be able to obtain necessary hardware, software and operational support.support from vendors, and the potential impacts of changes in trade policy and tariffs may adversely impact our results of operations.

•uncertainties related to the exerciseclosing of the Call Option or the Put Option exercise (as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition: Liquidity and Capital Resources – Liquidity") relating to our MBI investment, including, if the Call Option or Put Option is exercised,including the difference between the Call Price or Put Price and the fair value of the underlying equity interests in MBI at the time the Call Option or Put Option is exercised and our ability to finance the Call Price or Put Price on terms acceptable to us or at all.

We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of cybersecurity incidents, as well as outages, natural disasters (including extreme weather), pandemics, vandalism, terrorist attacks, accidental releases of information or similar events, may disrupt our business.

Our network and information systems are also vulnerable to damage or interruption from power outages, natural disasters (including extreme weather arising from short-term weather patterns or more severe and/or frequent weather events that could arise as a result of long-term climate change), pandemics, vandalism, terrorist attacks and similar events, and the individuals responsible for such systems may also be imperiled by certain such events. For example, prior to 2018, the damage to our network infrastructure caused by Hurricanes Harvey and Katrina and the Joplin, Missouri tornado each created a significant disruption in our ability to provide services in affected areas. Any similar events could have an adverse impact on us and our customers in the future, including degradation of service, service disruption, excessive call volume to call centers and damage to our plant, equipment, data and reputation. Such an event also could result in large expenditures necessary to repair or replace such networks or information systems or to protect them from similar events or damage in the future. Further, the impacts associated with extreme weather, such as intensified storm activity, may cause increased business interruptions.

The profitability of our data service offerings may be impacted by legislative or regulatory efforts to impose net neutrality and other new requirements on broadband providers.

To the extent the FCC in the future limits our ability to price our data services, we may not be able to generate the margins on our data services that we anticipated in shifting our focus from video to data services, and our business could see a materially negative impact. In May 2024, the FCC adopted the 2024 Open Internet Order, which reinstated the classification of broadband internet access service as a “telecommunications service” under Title II of the Communications Act of 1934, as amended (the “Communications Act”). The 2024 Open Internet Order rescinded the FCC’s 2017 decision that determined broadband internet access service was an “information service” under Title I of the Communications Act and applied limited obligations on providers to disclose information regarding network management, performance and commercial terms of service to customers. The 2024 Open Internet Order adopted a new set of rules for broadband internet access services intended to safeguard and secure the “open” internet and subjected providers to new regulatory obligations under Title II of the Communications Act. Several parties challenged the 2024 Open Internet Order in federal court, and the federal court stayed the effectiveness of the FCC’s new rules pending judicial review. In January 2025, the U.S. Court of Appeals for the Sixth Circuit overturned the 2024 Open Internet Order finding the Communications Act did not support the FCC’s classification of broadband internet access service as a telecommunications service. As a result, broadband internet access service is once again deemed to be an information service subject to limited regulatory oversight by the FCC. The Sixth Circuit decision couldwas benot subject to further judicial review. In addition,appealed. Congress or a future FCC could take action to address the classification of broadband internet access service or other net neutrality matters. We cannot predict whether or when such actions may occur or to what extent such actions may affect our operations or impose additional costs on our business. Further some states, including Arizona and Missouri (where we have subscribers) have proposed administrative actions and/or legislation in the past, which if adopted could lead to increased regulation of our provision of data services. Several states, including Minnesota, Oregon and Washington (where we also have subscribers), have adopted legislation that requires entities providing broadband internet access service in the state to comply with net neutrality requirements or that prohibits state and local government agencies from contracting with internet service providers that engage in certain network management activities based on paid prioritization, content blocking or other discrimination. States may continue to take action in connection with net neutrality matters in light of the recent Sixth Circuit decision. We cannot predict whether or to what extent state requirements will be applied to our data services in the future. Further, current rules only require that a portion of revenues from VoIP services be contributed to the USF and USF is not applied to broadband services. The changes brought about by how USF monies are distributed may provide funding and subsidies to those who either compete with us or seek to compete with us and therefore put us at a competitive disadvantage. Moreover, if the FCC imposes USF fees on broadband services, bundled services or a larger portion of VoIP services, it would increase the cost of our services and harm our ability to compete.

We currently participate in a number of federal subsidy and grants programs that are funded by the USF. In 2024, one federal Court of Appeals decision found multiple constitutional violations in the FCC’s system for funding and administering its universal service programs. Two other Courts of Appeals had upheld the FCC’s rules. TheIn June 2025, the Supreme Court has agreed to hearupheld the FCC’s appealconstitutionality of the adverseUSF decision.funding mechanism, but additional challenges to the federal USF have been filed in federal court. We cannot predict the outcome of this case or any related actions Congress or the FCC may take,take which could adversely affect our receipt of funds under these programs, including funds provided under the E-Rate, Rural Health Care Fund, ACAM, Enhanced ACAM, and RDOF programs.

In addition, certain of our franchise agreements require that the applicable LFA approve a transfer of control of theour Companycompany or an assignment of a franchise to another entity. Although FCC rules provide that a transfer application shall be deemed granted if not acted upon within 120 days after submission, as a practical matter, cable operators often waive the deadline if the LFA has not completed its review to facilitate discussions and thereby avoid an LFA denying the transfer of control. Failure to obtain such consents on commercially reasonable and satisfactory terms may impair our entitlement to the benefit of these franchise agreements in the event of a potential transfer of control of theour Companycompany or transfers of individual franchises to another entity.

The FCC took steps in 2017 to relax its media ownership rules, including restrictions on the number of commonly owned television stations per market as well as on newspaper/broadcast and radio/television station cross-ownership. After numerous court proceedings, the FCC’s rules were upheld by the U.S. Supreme Court in April 2021. These changes relaxing media ownership rules willhave likelyled and may continue to lead to increased consolidation of the television broadcast stations and station groups, with a corresponding increase in the negotiating leverage that broadcasters and station groups hold in retransmission consent negotiations, thereby possibly increasing the amounts we pay to broadcasters for retransmission consent. The FCC concluded its most recent2018 review of its media ownership rules in December 2023 in which it retained the existing rules and adopted minor modifications to better tailor the rules to the current media marketplace. TheIn July 2025, a federal court vacated a majority of the FCC's action2018 isreview, underincluding the FCC's top-four rule. Further, the FCC launched a new review in federalSeptember appeals2025 court.to assess, among other things, the remaining local radio and television station ownership rules and rules around broadcast network mergers. We cannot predict the outcome of this or any future reviews by the FCC and any subsequent review by the courts, and whether or to what extent any further revisions of the rules by the FCC or the courts may affect our operations or impose additional costs on our business.

We currently have a substantial amount of indebtedness which could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, strategic investments, our obligations under the Call Option or Put Option (each as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition: Liquidity and Capital Resources – Liquidity”) relating to our investment in MBI, debt service requirements,requirements (including the repayment of the 2026 Notes (as defined below)), stock repurchases or other purposes. It may also increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to our competitors that have lower debt levels.

As of December 31, 2024,2025, we had approximately $1.73$1.71 billion of outstanding term loans and an additional $313.0 million of revolving credit borrowings under the New Credit Agreement (as defined elsewhere in this Annual Report on Form 10-K). The loans outstanding under the New Credit Agreement accrue interest at a variable rate and as a result expose us to interest rate risks. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease.

However, we may not have enough available cash or be able to obtain financing at the time we are required to make purchases of the Convertible Notes being surrendered or converted. In addition, our ability to repurchase the Convertible Notes or to pay cash upon conversion of Convertible Notes is limited by the agreements governing our existing indebtedness and may also be limited by law, by regulatory authority or by agreements that will govern our future indebtedness. Our failure to repurchase Convertible Notes at a time when the repurchase is required by the applicable Convertible Notes Indenture or to pay cash payable on future conversions of the Convertible Notes as required by such indenture would constitute a default under such indenture. A default under the applicable Convertible Notes Indenture or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness (including the New Credit Agreement and the Senior Notes Indenture, each as defined elsewhere in this Annual Report on Form 10-K).

We cannot assure you that we will continue to pay dividends on our common stock, and ourOur indebtedness limitsmay limit our ability to pay dividends on our common stock.stock in the future.

We do not currently pay dividends on our common stock. The timing, declaration, amount and payment of any potential future dividends to stockholders falls within the discretion of our Board. Our Board’s decisions regarding the amount and payment of future dividends will depend on many factors, including our financial condition, earnings, capital requirements of our business and covenants associated with debt obligations, as well as legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant. There can be no assurance that we will continue to pay any dividend in the future.

These and other provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated By-laws and Delaware law may discourage, delay or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of theour Company,company, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price.

Our Amended and Restated Certificate of Incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of theour Company,company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or associate of the Companyours to theour Companycompany or the Company’sour stockholders, (iii) action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or (iv) action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our Amended and Restated Certificate of Incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other associates, which may discourage such lawsuits against us and our directors, officers and associates. Alternatively, if a court were to find these provisions of our Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

•investor perception of theour Companycompany and our industry;

Your percentage ownership in theour Company may be diluted in the future.

Your percentage ownership in theour Companycompany may be diluted in the future because of equity awards granted, and that we expect to grant in the future, to our directors, officers and other associates. In addition, we may issue equity as all or part of the financing or consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to fund our ongoing operations. We also had $920.0 million of Convertible Notes outstanding as of December 31, 20242025 that may further dilute your percentage ownership in theour Companycompany in the future if such Convertible Notes are converted.

We are a leading broadband communications provider delivering exceptional service and enabling our customers to thrive and stay connected to what matters most. We strive to deliver an effortless experience by offering solutions that make our customers’ lives easier, and by relating to them personally as our neighbors and local business partners. Through Sparklight® and the associated Cable One family of brands, we are transforming the future of connectivity with a commitment to innovation, reliability and customer experience. We believe our robust infrastructure and cutting-edge technology keep our customers connected and help drive progress in education, business and everyday life. We believe the services we provide are critical to the development of new businesses and drive economic growth in the non-metropolitan, secondary and tertiary markets that we serve in 24 Western, Midwestern and Southern states. As of December 31, 2024,2025, approximately 74%75% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas. We provided services to approximately 1.11.0 million residential and business customers out of approximately 2.82.9 million passings as of December 31, 2024.2025. Of these customers, approximately 1,055,000999,000 subscribed to data services, 114,00088,000 subscribed to video services and 106,00094,000 subscribed to voice services as of December 31, 2024.2025.

In 2024,2025, our Adjusted EBITDA margins for residential data and business data are estimated to be approximately three and four times greater, respectively, than for residential video. We define Adjusted EBITDA margin for a product line as Adjusted EBITDA attributable to that product line divided by revenue attributable to that product line (see “Use of Adjusted EBITDA” below for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income,income (loss), which is the most directly comparable GAAP measure). This margin disparity is largely the result of significant programming costs and retransmission fees incurred to deliver residential video services, which in each of the last three years represented between 59% and 64%63% of total residential video revenues. Neither of our other primary product lines has direct costs representing as substantial a portion of revenues as programming costs and retransmission fees represent for residential video, and indirect costs are generally allocated on a per PSU basis.

We focus on growing our higher margin businesses, namely residential data and business data services. Our strategy acknowledges the industry-wide trends of declining profitability of video services and declining revenues from residential voice services. The declining profitability of residential video services is due primarily to increasing programming costs and retransmission fees and competition from other streaming content providers, and the declining revenues from residential voice services are due primarily to the increasing use of wireless voice services instead of residential voice services. Separately, we have also historically focused on retaining customers who are likely to produce higher relative value over the life of their service relationships with us, are less attracted by discounting, require less support and churn less, while more recently supplementing our growth by targeting a broader scope of incremental customers, including those who are more value-conscious. This strategy has focused on increasing Adjusted EBITDA, driving higher margins and delivering attractive levels of Adjusted EBITDA less capital expenditures over the long-term.long term.

Excluding the effects of our recently completed and any potential future acquisitions and divestitures, the trends described above have impacted, and are expected to further impact, our three primary product lines in the following ways:

•Residential data. We havefocus experiencedon significant growth ingrowing residential data customers and revenues since 2013 and we expect growth for this product line to continuegrow over the long-term,long term, supplemented by growth in related services, such as intelligent Wi-FiWi-Fi, technology support and network security solutions,solutions. thatIn recent periods, we arehave focusedexperienced onsubscriber growing.losses Weas a result of increased competition in our markets but believe the upgrades made in our broadband capacity, our ability to offer higher access speeds than many of our competitors, the reliability and flexibility of our data service offerings, our Wi-Fi offerings and continuously growing data usage by consumers and their demand for higher speeds will enable us to continue growingto earn a consistent ARPU from our existing customers over the long-termlong term and potentially capture additional market share. Our broadband plant generally consists of a fiber or HFC network with ample unused capacity, and we offer our data customers internet products at some of the fastest speeds available in our markets. During the fourth quarter of 2024,2025, our average residential data customer used 774835 Gigabytes of data per month, with overmore 27%than 30% of our customers using over 1 Terabyte of data per month.month, while peak bandwidth utilization remained at or below 20%. We believe that the capacity and reliability of our networks is equal to or exceeds that of our competitors in most of our markets and best positions us to meet the continuously increasing consumption demands of customers.

•Business data. We havefocus experiencedon significant growth ingrowing business data customers and revenues sinceover 2013.the Welong attributeterm thisby growth toconcentrating our strategic focusefforts on increasing sales to business customers and our efforts to attractattracting enterprise and wholesale business customers. We expect to experience continued growth in business data customers and revenues over the long-term.long term as we sell-in additional products and services to existing customers and also focus on adding new customers. Margins for products sold to business customers have remained attractive, which we expect will continue.

•Residential video. Residential video service is an increasingly fragmented business, with programming costs and retransmission fees continuing to escalate in the face of a proliferation of streaming content alternatives. We intend to continue our strategy of focusing on the higher-margin businesses of residential data and business data services while de-emphasizing our video business. As a result of our video strategy, we expect that residential video customers and revenues will continue to decline. We now offer Sparklight TV, an IPTV video service that allows customers with our Sparklight TV app to stream our video channels from the cloud. This transition from linear to IPTV video service enablesoptimizes usour to reclaimavailable bandwidth, freeing upmaximizing network capacity to increase data speeds and capacity across our network.

We serve our customers through a plant and network with capacity generally measuring 750 megahertz or higher and have DOCSIS 3.1 capabilities throughout our systems. Our technologically advanced fiber-based infrastructure provides for delivery of a full suite of data, video and voice products. Our broadband plant generally consists of a fiber or HFC network with ample unused capacity, and all of our passings have access to Gigabit download speeds, including over 40% of our markets that have access to multi-Gigabit download speeds, which we believe meaningfully distinguishes our offerings from certain competitors in our markets. As a result of multi-year investments in our plant and network, we increased broadband capacity and reliability, which has enabled and will continue to enable us to offer even higher download speeds to our customers. In addition to the deployment of symmetrical Gigabit speeds over our data network in select markets beginning in 2023, we also began deploying DOCSIS 4.0 in the fourth quarter of 2024. These upgrades will allow us to further increase plant capacity in support of continually increasing data usage by consumers. We believe these investments will reinforce our competitive strength in this area.

InWe also evaluate opportunistic broadband-related acquisition and strategic investment opportunities in rural markets in addition to ourthe pursuit of organic growth,growth wethrough market expansion projects. We have also completed a number of acquisitions in recent years. In 2017, we acquired NewWave for $740.2 million.NewWave. In 2019, we acquired Clearwave for $358.8 million and Fidelity for $531.4 million.Fidelity. In 2020, we acquired Valu-Net for $38.9 million and contributed the assets of our Anniston System to Hargray in exchange for an approximately 15% equity interest in Hargray. We subsequently acquired the remaining approximately 85% equity interest in Hargray in 2021 for approximately $2.0 billion.2021. We also acquired certain assets and assumed certain liabilities from CableAmerica for $113.1 million in late 2021 and completed a small acquisition forin $4.32024. millionOn January 3, 2026, we entered into a purchase agreement to acquire the remaining equity interests in MBI that we do not already own following the third quarterexercise of 2024.the Put Option. The acquisition is subject to customary closing conditions and we currently anticipate that the acquisition will be completed on October 1, 2026 (refer to the section entitled "Financial Condition: Liquidity and Capital Resources – Liquidity" for further details).

In recent years, we have made investments in several broadband-centric providers serving non-urban markets that follow various strategies similar to our own. Such strategic investments were intended to capitalize on opportunities that may not have existed under a full ownership model, in order to allow us to participate more aggressively in the fiber expansion business and may potentially provide future monetization, acquisition or investment opportunities, while allowing our management team to focus on our core business and without burdening our cash flow. In 2020, we invested a combined $634.9 million in CTI, Nextlink, Wisper and MBI and contributed the assets of the Anniston System to Hargray in exchange for an approximately 15% equity interest. In 2021, we invested a combined $95.8 million in Point, Tristar and Nextlink. In 2022, we contributed certain fiber operations to Clearwave Fiber in exchange for an approximately 58% equity interest in Clearwave Fiber valued at $440.0 million as of the closing date,Fiber, divested our Tallahassee, Florida system and certain other non-core assets and invested a combined $41.8 million (including the $7.0 million fair value of our divested Tallahassee, Florida system) in Point, MetroNet, Visionary and Ziply. In 2023, we invested anmade additional $1.6 millioninvestments in Visionary and anZiply additional $27.8 million in Ziply. In addition, weand redeemed our equity investmentinvestments in Wisper for total cash proceeds of $35.9 million and divested our equity investment in Tristar for total cash proceeds of $20.9 million in 2023.Tristar. In 2024, we investedmade an additional $20.0 millioninvestment in Nextlink, increasing our equity interest to approximately 22%22%. (seeIn note2025, 6we divested our equity investments in Ziply, MetroNet and a small equity investee. We also entered into an agreement to contribute to Point the equity interests of theClearwave notesFiber owned by us in exchange for additional equity interests in Point. This transaction is subject to ourcustomary consolidatedclosing financialconditions statementsand includedis elsewhereexpected into thisclose Annualduring Reportthe onsecond Formquarter 10-Kof for further details).2026.

Refer to our amended Annual Report on Form 10-K/A for the year ended December 31, 20232024 for discussion and analysis of our financial condition and results of operations for 20232024 compared to 20222023 contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(12)Adjusted EBITDA is non-GAAP measure. See "Use of Adjusted EBITDA" below for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income.income (loss), the most directly comparable GAAP financial measure.

We use various nonfinancial metrics to measure, manage and monitor our operating performance on an ongoing basis. Such metrics include passings (which we previously referred to as homes passed),passings, PSUs and customer relationships. Passings represent the estimated number of serviceable and marketable homes and businesses passed by our active plant.plant based on available information. A PSU represents a single subscription to a particular service offering. Residential bulk multi-dwelling PSUs are generally classified as residential and are counted at the individual unit level. Business voice customers who have multiple voice lines are counted as a single PSU. A customer relationship represents a single customer who subscribes to one or more PSUs.

Residential videodata revenues decreased $35.9$24.2 million, or 13.9%,2.6%, due primarily to a decrease in residential videodata subscribers, partially offset by a rate0.6% adjustment enactedincrease in early 2024.ARPU.

Residential voicevideo revenues decreased $5.1$35.0 million, or 13.8%,15.7%, due primarily to a decrease in residential voicevideo subscribers.subscribers, partially offset by rate adjustments enacted during the first and fourth quarters of 2025.

BusinessResidential othervoice revenues decreased $9.8$5.1 million, or 12.0%,15.9%, due primarily to a decrease in businessresidential videovoice subscribers.

Operating expenses (excluding depreciation and amortization) were $416.8$392.1 million for 20242025 and decreased $24.1$24.7 million, or 5.5%,5.9%, compared to 2023.2024. The decrease in operating expenses was primarily attributable to $32.8decreases of $23.3 million of lowerin programming and franchise feescosts as a result of video customer losses and alosses, $2.9 million reduction in labor and other compensation-related costs,costs and $2.0 million in property and other taxes, partially offset by increases of $3.2$3.0 million in maintenance costs and $2.6 million in software costs, $2.1 million in network backbone costs and $2.0 million in rent expense.costs. Operating expenses as a percentage of revenues were 26.4%26.1% and 26.3%26.4% for 20242025 and 2023,2024, respectively.

Selling, general and administrative expenses were $366.0$381.1 million for 20242025 and increased $11.3$15.2 million, or 3.2%,4.1%, compared to 2023.2024. The increase in selling, general and administrative expenses was primarily attributable to increases of $6.8$11.3 million in rebranding costs, $6.2 million inbilling system conversion costscosts, and $2.4$3.9 million in software costs, $2.8 million in legal settlement costs, $2.8 million in acquisition-related costs and $1.3 million in executive search costs, partially offset by a $2.4$6.8 million decreasereduction in labor and other compensation-relatedrebranding costs. Selling, general and administrative expenses as a percentage of revenues were 23.2%25.4% and 21.1%23.2% for 20242025 and 2023,2024, respectively.

Interest expense, net, was $138.0$130.0 million for 20242025 and decreased $13.6$8.0 million, or 9.0%,5.8%, compared to 2023,2024, drivendue primarily byto lower averageoutstanding debt balances.balances and a decrease in short-term interest rates.

Other income, net, was $30.9 million for 2025 and consisted primarily of $70.6 million of gains on sales of equity investments and $13.4 million of gains on debt extinguishments, partially offset by a $52.3 million non-cash loss on fair value adjustment associated with the New MBI Net Option. Other expense, net, was $59.7 million for 2024 and consisted primarily of a $71.5 million gain related to the MBI Amendment (as defined and described in the following section entitled "Financial Condition: Liquidity and Capital Resources - Liquidity"), a $7.7 million gain related to the C-band spectrum relocation funding received from the federal government and a $6.9 million non-cash gain associated with our Nextlink equity investment, partially offset by a $146.2 million non-cash loss on fair value adjustment associated with the Old MBI Net Option (as defined and described in the section entitled "Financial Condition: Liquidity and Capital Resources - Liquidity"). Other income, net, was $36.1 million for 2023 and consisted primarily of a $28.0 million non-cash gain on fair value adjustment associated with the Old MBI Net Option, a $12.3 million non-cash mark-to-market gain on the investment in Point and a $1.8 million gain on the redemption of the Wisper equity investment, partially offset by a $3.4 million loss on the sale of the Tristar equity investment and $3.3 million of debt issuance costs written off in connection with the entry into the New Credit Agreement (as defined and described in the following section entitled "Financial Condition: Liquidity and Capital Resources - Financing Activity").

Income Tax (Provision) Benefit

Income tax benefit was $87.9 million for 2025 and income tax provision was $25.2 million for 2024 and decreased $47.6 million, or 65.4%, compared to 2023.2024. Our effective tax rate was 10.3%28.7% and 17.7%10.3% for 20242025 and 2023,2024, respectively. The decreasechange in the effectiveincome tax rateprovision was due primarily to aan decrease of $19.0 millionincrease in deferred income tax expense related to state blended rate changes, partially offset by an increasebenefit of $30.6$129.6 million inresulting incomefrom taxasset expenseimpairments related to a changerecognized in the valuationsecond allowancequarter associatedof with the Old MBI Net Option.2025.

Net Income (Loss)

Unrealized gain on cash flow hedges and other, net of tax was $11.4 million for 2024 compared to an unrealized loss on cash flow hedges and other, net of taxtax, ofwas $13.3$28.7 million for 2023.2025 compared to an unrealized gain of $11.4 million for 2024. The $24.6$40.0 million change was due primarily to a year-over-year increasedecline in forward interest rates.rates during 2025 compared to an increase during 2024.

We use certain measures that are not defined by GAAP to evaluate various aspects of our business. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as superior to, or as a substitute for, net income (loss) reported in accordance with GAAP. Adjusted EBITDA is reconciled to net income (loss) below, the most directly comparable GAAP financial measure.

Adjusted EBITDA is defined as net income (loss) plus net interest expense, income tax provision,provision (benefit), depreciation and amortization, equity-based compensation, severance and contract termination costs, acquisition-related costs, net (gain) loss on asset sales and disposals, system conversion costs, rebranding costs, government program exit costs, net equity method investment (income) loss, asset impairments, executive search costs, legal settlement of alleged patent infringement, net other (income) expense and other special items, as applicable, as provided in the following table. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business as well as other non-cash or special items and is unaffected by our capital structure or investment activities. This measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of debt financing. These costs are evaluated through other financial measures.

We use Adjusted EBITDA to assess our performance. In addition, Adjusted EBITDA generally correlates to the measure used in the leverage ratio calculations under the New Credit Agreement and the Senior Notes Indenture (as defined and described in the following section entitled "Financial Condition: Liquidity and Capital Resources - Financing Activity") to determine compliance with the covenants contained in the New Credit Agreement and the ability to take certain actions under the Senior Notes Indenture. Adjusted EBITDA is also a significant performance measure that we have used in our incentive compensation programs. Adjusted EBITDA does not take into account cash used for mandatory debt service requirements or other non-discretionary expenditures, and thus does not represent residual funds available for discretionary uses.

Our primary funding requirements are for our ongoing operations, capital expenditures, the MBI acquisition (discussed below), potential acquisitions and strategic investments, paymentsdebt ofrepayment quarterly(including dividendsthe 2026 Notes (as defined below) and MBI's term loans due November 2027) and share repurchases. We believe that existing cash balances, our Senior Credit Facilities (as defined below) and operating cash flows will provide adequate support for these funding requirements over the next 12 months. However, our ability to utilize those funding sources to fund ongoing operations, make capital expenditures, complete the MBI acquisition, make future acquisitions and strategic investments, payrepay quarterly dividendsdebt and make share repurchases depends on future operating performance and cash flows, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

AsPrior ofto DecemberJune 31,30, 2023,2024, we held a call option to purchase all but not less than all of the remaining equity interests in MBI that we do not already own between January 1, 2023 and June 30, 2024. The call option expired unexercised on June 30, 2024. CertainFurther, certain investors in MBI held a put option to sell (and to cause all members of MBI other than us to sell) to us all but not less than all of the remaining equity interests in MBI that we do not already own between July 1, 2025 and September 30, 2025 (these call and put options are collectively referred to as the "Old MBI Net Option").

In December 2024, we amended our agreement with MBI, to, among other things, (i) reinstate ourthe expired call option to acquire the remaining equity interests in MBI, exercisable any time after the availability of MBI's June 30, 2025 financial statements (unless the Put Option (as defined below) has already been exercised) (the "Call Option"); (ii) amend the put option held by certain other investors in MBI to sell (and to cause all members of MBI other than us to sell) to us all membership interests not held by us such that the exercise can occur no earlier than January 1, 2026 (unless a change of control of Cable One occurs prior to that date), and the closing can occur no earlier than October 1, 2026 (unless we elect to cause the closing to occur earlier) (the "Put Option," and together with the Call Option, the "New MBI Net Option"); (iii) require us to make a $250 million net upfront cash payment to the other members of MBI (the "Upfront Payment"), which was paid on December 20, 2024; and (iv) provide for the other members of MBI to immediately receive, indirectly, the proceeds from $100 million of new indebtedness recently incurred by a subsidiary of MBI (the "New MBI Debt") (collectively, the "MBI Amendment"). The CallPut PriceOption orwas exercised on January 2, 2026. The Put Price payable by us upon the exerciseclosing of the CallPut Option or the Put Option, as applicable,exercise is to be calculated under a formula based on a multiple of MBI’s adjusted earnings before interest, taxes, depreciation and amortization ("MBI's adjusted EBITDA") for the twelve-month period ended June 30, 2025,2025 and MBI’s total net indebtedness. The aggregate amount of the Upfront Payment and the impact of the New MBI Debt will reduce the Call Price or Put Price payable uponand the exerciseimpact of the Call Option or Put Option, as applicable, and the New MBI Debt (and the associated interest and fees) will be excluded from the calculation of MBI's total net indebtedness for purposes of determining such purchase price. Further, if the closing of the Put Option or Call Optionexercise occurs prior to October 1, 2026, the Call Price or Put Price payable will be discounted, from October 1, 2026 to the closing, at a per annum rate of 12%.

We believe our robust infrastructure and cutting-edge technology keep our customers connected and help drive progress in education, business and everyday life. We believe the services we provide are critical to the development of new businesses and drive economic growth in the non-metropolitan, secondary and tertiary markets that we serve in 24 Western, Midwestern and Southern states. As of MarchJune 31,30, 2026, approximately 76% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas. We provided services to approximately 1.0 million residential and business customers out of approximately 2.8 million passings as of MarchJune 31,30, 2026. Of these customers, approximately 986,000968,000 subscribed to data services, 82,00078,000 subscribed to video services and 91,00087,000 subscribed to voice services.

We generate substantially all of our revenues through three primary product lines. Ranked by share of our total revenues through the first threesix months of 2026, they are residential data (60.5%60.7%), business data (15.9%15.7%) and residential video (11.6%11.3%). The profit margins, growth rates and/or capital intensity of these three primary product lines vary significantly due to competition, product maturity and relative costs.

The following tabletables summarizessummarize certain key measures of our results of operations (dollars in thousands):

NM = Not meaningful (12)Adjusted EBITDA is a non-GAAP measure. Refer to "Use of Adjusted EBITDA" below for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income,loss, the most directly comparable GAAP financial measure.

(1)Passings as of MarchJune 31,30, 2026 reflect certain refinements to the service provider's counting methodology.methodology during the first quarter of 2026.

We use various nonfinancial metrics to measure, manage and monitor our operating performance on an ongoing basis. Such metrics include passings,PSUs, PSUscustomer relationships and customer relationships.passings.

We believe passings, PSUs andPSU, customer relationship and passings counts are useful to investors in evaluating our operating performance. Similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measures of passings, PSUs andPSUs, customer relationships and passings may not be directly comparable to similarly titled measures reported by other companies.

Comparison of Three Months Ended MarchJune 31,30, 2026 to Three Months Ended MarchJune 31,30, 2025

Revenues by service offering for the three months ended MarchJune 31,30, 2026 and 2025, together with the percentages of total revenues that each item represented for the periods presented, were as follows (dollars in thousands):

ARPU for the indicated service offerings for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

Residential voicedata service revenues decreased $0.5$16.7 million, or 7.6%,7.3%, due primarily to a decrease in residential voicedata subscribers.

BusinessResidential othervideo service revenues decreased $2.6$9.7 million, or 15.7%,20.1%, due primarily to a decrease in businessresidential video subscribers.subscribers, partially offset by a rate adjustment enacted in the second half of 2025.

OtherResidential voice service revenues decreased $1.9$0.5 million, or 8.0%,6.9%, due primarily to a decrease in regulatoryresidential andvoice advertising revenues.subscribers.

Operating expenses (excluding depreciation and amortization) were $93.9$98.7 million for the three months ended MarchJune 31,30, 2026 and decreased $6.0$3.6 million, or 6.0%,3.5%, compared to the three months ended MarchJune 31,30, 2025. The decrease in operating expenses was primarily attributable to decreases of $6.9$6.7 million in programming and franchise costs as a result of video customer losses and $2.9$1.6 million in health insurancemaintenance costs, partially offset by increasesa of $1.8$4.3 million increase in software costs and $1.0 million in maintenance costs. Operating expenses as a percentage of revenues were 26.6%28.3% and 26.2%26.9% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Selling, general and administrative expenses were $87.2$87.6 million for the three months ended MarchJune 31,30, 2026 and decreased $8.2$4.3 million, or 8.6%,4.7%, compared to the three months ended MarchJune 31,30, 2025. The decrease in selling, general and administrative expenses was primarily attributable to decreases of $3.8$6.1 million in labor and other compensation-related costs,costs $3.7and $5.6 million in billing system conversion costs, partially offset by increases of $2.3 million in software costs, $1.3 million in bad debt expense, $1.2 million in marketing costs and $3.0$0.9 million in health insurance costs, partially offset by a $1.3 million increase in software costs. Selling, general and administrative expenses as a percentage of revenues were 24.7%25.1% and 25.1%24.1% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Depreciation and amortization expense was $82.5$81.8 million for the three months ended MarchJune 31,30, 2026 and decreased $3.0$4.3 million, or 3.5%,5.0%, compared to the three months ended MarchJune 31,30, 2025. Depreciation and amortization expense as a percentage of revenues was 23.4% and 22.5%22.6% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Interest expense, net, was $30.3$33.7 million for the three months ended MarchJune 31,30, 2026 and decreased $4.2$0.2 million, or 12.2%,0.5%, compared to the three months ended MarchJune 31,30, 2025 due primarily to lower outstanding debt balancesbalances, andpartially offset by a decreasehigher inaverage interest rates.rate.

Other income,expense, net, was $23.0$431.6 million for the three months ended MarchJune 31,30, 2026 and consisted primarily of a $26.6 million gain on sale of fiber-to-the-tower contract rights and $9.8 million of gains on debt extinguishments, partially offset by a $13.8$444.0 million non-cash loss on fair value adjustment associated with the MBI option.option and a $7.6 million revaluation loss on our Point equity investment, partially offset by $19.9 million of gains on debt extinguishments. Other expense, net, was $1.4$11.4 million for the three months ended MarchJune 31,30, 2025 and consisted primarily of a $4.7$15.3 million non-cash loss on fair value adjustment associated with the MBI Net Option, partially offset by a $3.2$3.9 million gainof gains on saledebt of an equity investment.extinguishments.

Income Tax ProvisionBenefit

Income tax provisionbenefit was $19.4$109.5 million and $0.2$117.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and our effective tax benefit rate was 24.5%11.1% and 0.3%22.0% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increasedecrease in incomethe effective tax provisionbenefit rate was due primarily to an increase in pre-taxdeferred incometax andexpense lowerresulting equityfrom methodadditional investmentvaluation netallowance losses.recorded in the second quarter of 2026, partially offset by a decrease in deferred tax expense resulting from impairments recognized in the second quarter of 2026.

Equity method investment loss, net, was $24.1$283.9 million for the three months ended MarchJune 31,30, 2026 and consisted primarily of oura $24.1$349.8 million andnon-cash $1.5impairment to the carrying value of our MBI equity investment, partially offset by a $67.7 million proportionateupward sharesrevaluation of net losses from our Clearwave Fiber andinvestment MBIin investments,connection respectively,with partiallythe offsetPoint-Clearwave byFiber our $1.5 million proportionate share of net income from our Nextlink investment.Transaction. Equity method investment loss, net, was $57.0$21.0 million for the three months ended MarchJune 31,30, 2025 and consisted primarily of our $54.9 million and $3.5$22.6 million proportionate share of net lossesloss from our Clearwave Fiber and MBI investments, respectively,investment, partially offset by our $1.4 million proportionate share of net income from our Nextlink investment. Our proportionate share of Clearwave Fiber's net loss for the three months ended March 31, 2025 included $28.0 million of non-cash impairment charges incurred by Clearwave Fiber.

Net IncomeLoss

Net incomelosses waswere $35.8$1.16 millionbillion and $2.6$438.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.respectively, driven largely by the non-cash impairments and fair value adjustments discussed above.

Unrealized gain on cash flow hedges and other, net of tax, was $4.1$6.4 million for the three months ended MarchJune 31,30, 2026 compared to a $15.0$10.1 million loss for the three months ended MarchJune 31,30, 2025. The $19.1$16.5 million change was due primarily to an increase in forward interest rates during the three months ended MarchJune 31,30, 2026 compared to a decrease in the prior year quarter.period.

We use certain measures that are not defined by GAAP to evaluate various aspects of our business. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as superior to, or as a substitute for, net income (loss) reported in accordance with GAAP. Adjusted EBITDA is reconciled to net income (loss) below, the most directly comparable GAAP financial measure.

Adjusted EBITDA is defined as net income (loss) plus net interest expense, income tax provision,provision (benefit), depreciation and amortization, equity-based compensation, severance and contract termination costs, acquisition-related costs, net (gain) loss on asset sales and disposals, system conversion costs, net equity method investment (income) loss, asset impairments, executive search and transition costs, MBI integration costscosts, net other (income) expense and any special items, as applicable, provided in the reconciliation tables below. Executive search and transition costs consist of expenses incurred in connection with changes in executive leadership, including make-whole payment, severance and other separation benefits,benefits and costs related to executive search and onboarding. MBI integration costs consist of expenses for planning and implementing system conversion, rebranding, employee-related costs (including severance and retention) and other professional fees incurred in connection with the integration of MBI. These costs are associated with discrete events and are incremental to normal, recurring,recurring operating expenses and as such, are excluded from Adjusted EBITDA. Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business as well as other non-cash or special items and is unaffected by our capital structure or investment activities. This measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of debt financing. These costs are evaluated through other financial measures.