Cable One swings to $432M net loss in Q3 2026
Cable One said existing liquidity and operating cash flows are insufficient to repay specified forthcoming debt maturities.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rhea-AI Filing Summary
Cable One, Inc. reported third-quarter 2026 revenue of $332.153 million, compared with $376.012 million a year earlier, and a net loss of $431.839 million versus net income of $86.532 million. The quarter included $412.054 million in non-cash asset impairments. For the first nine months, revenue was $1,034.037 million and net loss was $1,560.641 million; operating cash flow was $331.714 million, compared with $417.793 million a year earlier.
Debt maturities frame the liquidity outlook: Cable One said existing liquidity and operating cash flows would be insufficient to repay specified forthcoming maturities, with addressing them dependent primarily on financing transactions or consensual extensions. Cash was $674.751 million and borrowings under the revolving credit facility were $1,050.000 million as of September 30, 2026; scheduled 2028 debt maturities were $2,090.347 million.
The planned acquisition of MBI’s remaining approximately 55% equity interests was temporarily barred by a TRO entered October 9, 2026, and a hearing on Cable One’s motion to dissolve it was scheduled for November 13, 2026. Cable One said it intends to coordinate any purchase-price payment with financing transactions addressing at least some debt maturities.
1 point · 1 major2 major · 5 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major pointFiber-to-the-tower contract-rights sale generated a $27.638 million gain.
Negative
- Major pointThird-quarter net loss was $431.839 million, versus net income of $86.532 million; impairments were $412.054 million. 14× market cap
- Major point. Forward-looking: it has not happened yet and may not happen.2028 debt maturities total $2,090.347 million; liquidity was insufficient to repay stated maturities. 71× market cap
- Moderate pointThird-quarter revenue was $332.153 million, versus $376.012 million a year earlier.
- Moderate pointNine-month operating cash flow was $331.714 million, versus $417.793 million.
- Moderate pointOctober 9 TRO temporarily barred the planned MBI acquisition.
Filing Explained
A
Key Figures
Third-quarter revenue: $332.153 million
Third-quarter net loss: $431.839 million
Asset impairments: $412.054 million
+5 more
8 metrics
Third-quarter revenue
$332.153 million
Three months ended September 30, 2026; $376.012 million in 2025.
Third-quarter net loss
$431.839 million
Three months ended September 30, 2026; net income was $86.532 million in 2025.
Asset impairments
$412.054 million
Three months ended September 30, 2026; non-cash charges.
Nine-month revenue
$1,034.037 million
Nine months ended September 30, 2026; $1,137.684 million in 2025.
Nine-month net loss
$1,560.641 million
Nine months ended September 30, 2026; net loss was $348.837 million in 2025.
Operating cash flow
$331.714 million
Nine months ended September 30, 2026; $417.793 million in 2025.
Cash and cash equivalents
$674.751 million
As of September 30, 2026.
2028 debt maturities
$2,090.347 million
Future maturities of outstanding borrowings as of September 30, 2026.
Key Terms
Adjusted EBITDA, equity method investment, cash flow hedges, fair value hierarchy
4 terms
Adjusted EBITDA financial
"adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”)"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
equity method investment financial
"equity method investment income (loss)"
An equity method investment is an accounting way to report ownership in another company when an investor has significant influence (commonly around 20–50% of voting rights). Instead of listing the other company’s full assets and debts, the investor records its share of that company’s profits or losses on its own income statement—like keeping track of your share of a neighborhood bakery’s monthly earnings. Investors care because those shared profits, losses and changes in the investee’s value directly affect the investor’s reported earnings and balance sheet, so this method can materially change a company’s financial picture and valuation.
cash flow hedges financial
"interest rate swap agreements, designated as cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
fair value hierarchy financial
"fair value hierarchy levels, carrying amounts and related fair values"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did CABO report in Q3 2026?
Cable One reported $332.153 million of revenue for the three months ended September 30, 2026, compared with $376.012 million in the same quarter of 2025. Residential data contributed $204.075 million and business data contributed $53.626 million in the quarter.
What was CABO’s net loss in Q3 2026?
Cable One reported a $431.839 million net loss for the third quarter of 2026, compared with net income of $86.532 million a year earlier. The 2026 quarter included $412.054 million of asset impairments, which the company described as non-cash charges.
How much debt does CABO have coming due in 2028?
The debt maturity schedule listed $2,090.347 million for 2028 as of September 30, 2026. Cable One had $1,050.000 million drawn under its $1.25 billion revolving credit facility and $674.751 million in cash and cash equivalents at that date. The company said existing liquidity and operating cash flows were insufficient to repay the specified forthcoming maturities.
What is the status of Cable One’s MBI acquisition?
The anticipated October 1, 2026 closing date was extended to October 9, 2026. A temporary restraining order entered October 9 temporarily prohibits closing; Cable One moved to dissolve it on October 13, and a hearing was scheduled for November 13, 2026. The purchase agreement does not require closing while a legal restraint is in effect.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____ to _____
Commission File Number: 001-36863
___________________
(Exact name of registrant as specified in its charter)
___________________
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(602 ) 364-6000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| þ | Accelerated filer | o | |||||||||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:
Description of Class | Shares Outstanding as of October 30, 2026 | |||||||
| Common stock, par value $0.01 | ||||||||
Table of Contents
CABLE ONE, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION | 1 | |||||||
Item 1. | Condensed Consolidated Financial Statements | 1 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 44 | ||||||
Item 4. | Controls and Procedures | 44 | ||||||
PART II: OTHER INFORMATION | 45 | |||||||
Item 1. | Legal Proceedings | 45 | ||||||
Item 1A. | Risk Factors | 45 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 49 | ||||||
Item 3. | Defaults Upon Senior Securities | 49 | ||||||
Item 4. | Mine Safety Disclosures | 49 | ||||||
Item 5. | Other Information | 49 | ||||||
Item 6. | Exhibits | 50 | ||||||
SIGNATURES | 51 | |||||||
References herein to “Cable One,” “us,” “our,” “we” or the “Company” refer to Cable One, Inc., together with its wholly owned subsidiaries.
i
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains “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 our industry, business, strategy, technologies, acquisitions and strategic investments, market expansion plans, dividend policy, capital allocation, financing strategy, the acquisition of the equity interests of Mega Broadband Investments Holdings LLC (“MBI”) that we do not already own, the substantial indebtedness of MBI scheduled to mature in November 2027 and our and MBI'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. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Important factors that could cause our actual results to differ materially from those in our forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors, which are discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “2025 Form 10-K”) and in this Quarterly Report on Form 10-Q:
•rising levels of competition from historical and new entrants in our markets;
•recent and future changes in technology, and our ability to develop, deploy and operate new technologies, service offerings and customer service platforms;
•risks associated with our use of artificial intelligence;
•our ability to grow our residential data and business data revenues and customer base;
•increases in programming costs and retransmission fees;
•our 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 us, including risks associated with the acquisition of MBI;
•risks relating to existing or future litigation regarding our acquisition of the equity interests in MBI that we do not currently own, including the litigation initiated by CoBank, ACB ("CoBank") on October 9, 2026;
•risks relating to entering into definitive agreements for contemplated financing transactions on the terms described or at all;
•risks relating to our intention to hold MBI separate from the balance of our operations if and following the time we own the entirety of MBI;
•the integrity and security of our network and information systems;
•the impact of possible security breaches and other disruptions, including cyber-attacks;
•our failure to obtain necessary intellectual and proprietary rights to operate our business and the risk of intellectual property claims and litigation against us;
•our 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 our data services;
•additional regulation of our video and voice services or changes to government subsidy programs;
•our 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 our level of indebtedness on our business, financial condition or results of operations and cash flows;
•the restrictions the terms of our indebtedness place on our business and corporate actions;
•the possibility that interest rates will continue to rise, causing our obligations to service our variable rate indebtedness to increase significantly;
•risks associated with our convertible indebtedness;
•our ability to pay dividends;
•our sustained reduced stock price;
•our ability to comply with the continued listing standards of the New York Stock Exchange and the consequences any delisting would have on our convertible indebtedness;
•provisions in our 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 our business and operations, which could materially affect our business, financial condition, results of operations and cash flows;
•lower demand for our residential data and business data products;
•fluctuations in our stock price;
•dilution from equity awards, convertible indebtedness and potential future convertible debt and stock issuances;
•damage to our reputation or brand image;
•our ability to retain key employees (whom we refer to as associates);
•our ability to incur future indebtedness;
•provisions in our charter that could limit the liabilities for directors; and
•the other risks and uncertainties detailed from time to time in our filings with the SEC, including but not limited to those described under “Risk Factors” in our 2025 Form 10-K, this Quarterly Report on Form 10-Q and in our subsequent filings with the SEC.
Any forward-looking statements made by us in this document speak only as of the date on which they are made. We are under no obligation, and expressly disclaim any obligation, except as required by law, to update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.
ii
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PART I: FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CABLE ONE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (dollars in thousands, except par values) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Prepaid and other current assets | ||||||||||||||
| Total Current Assets | ||||||||||||||
| Equity investments | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Other noncurrent assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| Liabilities and Stockholders' Equity (Deficit) | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||||||||
| MBI option liability | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Current portion of long-term debt | ||||||||||||||
| Total Current Liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other noncurrent liabilities | ||||||||||||||
| Total Liabilities | ||||||||||||||
| Commitments and contingencies (refer to note 16) | ||||||||||||||
| Stockholders' Equity (Deficit): | ||||||||||||||
Preferred stock ($ | ||||||||||||||
Common stock ($ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings (accumulated deficit) | ( | |||||||||||||
| Accumulated other comprehensive income (loss) | ||||||||||||||
Treasury stock, at cost ( | ( | ( | ||||||||||||
| Total Stockholders' Equity (Deficit) | ( | |||||||||||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | $ | ||||||||||||
See accompanying notes to the condensed consolidated financial statements.
1
Table of Contents
CABLE ONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (dollars in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Costs and Expenses: | ||||||||||||||||||||||||||
| Operating (excluding depreciation and amortization) | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| (Gain) loss on asset sales and disposals, net | ||||||||||||||||||||||||||
| Asset impairments | ||||||||||||||||||||||||||
| Total Costs and Expenses | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | ( | ( | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||||||||||||||
| Income (loss) before income taxes and equity method investment income (loss), net | ( | ( | ( | |||||||||||||||||||||||
| Income tax (provision) benefit | ( | |||||||||||||||||||||||||
| Income (loss) before equity method investment income (loss), net | ( | ( | ( | |||||||||||||||||||||||
| Equity method investment income (loss), net | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Net Income (Loss) per Common Share: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges and other, net of tax | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
2
Table of Contents
CABLE ONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock, at cost | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||
| (dollars in thousands, except per share data) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges and other, net of tax | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Stock-settled equity-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of equity awards, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Withholding tax for equity awards | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock, at cost | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||
| (dollars in thousands, except per share data) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges and other, net of tax | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of equity awards, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Withholding tax for equity awards | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
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Table of Contents
CABLE ONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock, at cost | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||
| (dollars in thousands, except per share data) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges and other, net of tax | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-settled equity-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of equity awards, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Withholding tax for equity awards | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock, at cost | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||
| (dollars in thousands, except per share data) | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges and other, net of tax | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of equity awards, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Withholding tax for equity awards | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
Dividends paid to stockholders ($ | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
4
Table of Contents
CABLE ONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
Amortization of debt discount and issuance costs | ||||||||||||||
| Equity-based compensation | ||||||||||||||
Gain on debt extinguishments | ( | ( | ||||||||||||
| Change in deferred income taxes | ( | ( | ||||||||||||
| (Gain) loss on asset sales and disposals, net | ||||||||||||||
| Gain on sales of equity investments | ( | |||||||||||||
| Gain on sale of fiber-to-the-tower contract rights | ( | |||||||||||||
| Equity method investment (income) loss, net | ||||||||||||||
| Fair value adjustments | ||||||||||||||
Asset impairments | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable, net | ( | |||||||||||||
| Prepaid and other current assets | ( | |||||||||||||
| Accounts payable and accrued liabilities | ( | ( | ||||||||||||
| Deferred revenue | ( | ( | ||||||||||||
| Other | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Change in accrued expenses related to capital expenditures | ( | |||||||||||||
| Proceeds from sales of property, plant and equipment | ||||||||||||||
| Proceeds from sales of equity investments | ||||||||||||||
| Proceeds from sale of fiber-to-the-tower contract rights | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from long-term debt borrowings | ||||||||||||||
| Payment of debt issuance costs | ( | |||||||||||||
| Debt repayments | ( | ( | ||||||||||||
| Payment of withholding tax for equity awards | ( | ( | ||||||||||||
| Dividends paid to stockholders | ( | |||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Change in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Supplemental cash flow disclosures: | ||||||||||||||
| Cash paid for interest, net of capitalized interest | $ | $ | ||||||||||||
| Cash paid for income taxes, net of refunds received | $ | $ | ||||||||||||
See accompanying notes to the condensed consolidated financial statements.
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CABLE ONE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business. Cable One, Inc., together with its wholly owned subsidiaries (collectively, “Cable One” or the “Company”), is a fully integrated provider of data, video and voice services to residential and business subscribers in 24 Western, Midwestern and Southern U.S. states as of September 30, 2026.
Basis of Presentation. The condensed consolidated financial statements and accompanying notes thereto have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“GAAP”) for interim financial information; and (ii) the guidance of Rule 10-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the SEC. As permitted under such guidance, certain notes and other financial information normally required by GAAP have been omitted. Management believes the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations and cash flows as of and for the periods presented herein.
These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2025 Form 10-K.
The December 31, 2025 year-end balance sheet data presented herein was derived from the Company’s audited consolidated financial statements included in the 2025 Form 10-K, but does not include all disclosures required by GAAP. The Company’s interim results of operations may not be indicative of its future results.
Principles of Consolidation. The accompanying condensed consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Segment Reporting. Accounting Standards Codification 280 - Segment Reporting requires the disclosure of factors used to identify an entity’s reportable segments. Based on the Company’s chief operating decision maker’s (“CODM”) review and assessment of the Company’s operations for purposes of performance monitoring and resource allocation, the Company determined that its operations, including the decisions to allocate resources and deploy capital, are organized and managed on a consolidated basis. Accordingly, management has identified one
Liquidity. The Company's primary funding requirements are for its ongoing operations, capital expenditures, the MBI Acquisition (discussed and defined in note 5) and debt repayment. The Company believes that its existing cash balances, its Senior Credit Facilities (described and defined in note 8) and operating cash flows will provide adequate support for these funding requirements that are expected to arise within 12 months from the filing of this Quarterly Report on Form 10-Q. If the MBI acquisition is consummated, MBI's $22.0 million of outstanding borrowings under a revolving credit facility will come due August 2027. Beyond the next 12 months, additional significant amounts of indebtedness will come due at varying times over the subsequent 12-month period, namely: (i) if the MBI Acquisition is consummated, MBI’s $916.2 million of outstanding term loans maturing on November 12, 2027, (ii) the Company's $1.25 billion revolving credit facility maturing in February 2028 (of which $1.05 billion was drawn and outstanding as of September 30, 2026), (iii) the Company's $345.0 million of 1.125 % convertible notes due 2028 maturing in March 2028 and (iv) the Company's $694.3 million of outstanding Term Loan B-4 maturing in May 2028. The Company's existing sources of liquidity and cash flows from operations will be insufficient to repay the debt described above on the applicable maturity dates. The Company's ability to address these forthcoming debt maturities primarily will depend on its ability to consummate one or more financing transactions and/or to extend the maturity date of the relevant debt through a consensual amendment and extension transaction with the relevant holders of the debt, which transactions are not entirely in its control. The Company has been and continues to be engaged in discussions to raise capital and address certain of its debt maturities. However, the Company can make no assurances that it will be able to consummate any financing transactions. While the Company was in compliance with its financial covenants as of September 30, 2026, and expects to remain in compliance for the next 12 months, it may not be able to maintain compliance if operating performance deteriorates or market conditions worsen, particularly if it does not consummate any financing transactions. If the Company breaches a financial covenant and is unable to obtain an amendment or waiver from the applicable lenders or bondholders, the breach could result in an event of default under the terms of its indebtedness and permit its creditors to accelerate repayment of such debt and potentially trigger acceleration of other debt under applicable cross-default or cross-acceleration provisions. If the Company becomes obligated to close the MBI Acquisition and is unable to address its forthcoming debt maturities, it is possible that the Company will not consummate the MBI Acquisition, which could result in a breach under the purchase agreement for the MBI Acquisition and MBI’s limited liability company agreement. In that event, the Company could become subject to claims by other
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members of MBI seeking monetary damages and/or specific performance of the Company's obligations under the purchase agreement for the MBI Acquisition, which could have a material adverse effect on its business, financial condition, results of operations and cash flows.
Use of Estimates. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates and underlying assumptions.
Recently Issued But Not Yet Adopted Accounting Pronouncements. In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. ASU 2024-03 requires that more granular information about certain types of expenses, including employee compensation, depreciation and amortization be disclosed in addition to certain qualitative descriptions of relevant expense captions that are not separately disclosed. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 on either a prospective or retrospective basis, with early adoption permitted. The Company plans to adopt ASU 2024-03 in the 2027 annual reporting period. The adoption of ASU 2024-03 will result in additional expense disclosures within the notes to the Company's consolidated financial statements.
2. SEGMENT REPORTING
Based on the way the Company’s CODM, who is the Company’s Chief Executive Officer ("CEO"), reviews and assesses the Company’s operations for purposes of performance monitoring and resource allocation, the Company determined that its operations, including the decisions to allocate resources and deploy capital, are organized and managed on a consolidated basis. Accordingly, management has identified one
The Company's consolidated net income (loss) is the GAAP measure of profit or loss which is used by the CODM to allocate resources and assess performance on a monthly basis. Such measure is compared against prior periods to identify, assess and respond to trends.
The following table includes the significant expense categories and amounts that are regularly provided to the CODM (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: Significant expenses: | ||||||||||||||||||||||||||
| Direct product costs | ( | ( | ( | ( | ||||||||||||||||||||||
| Labor costs | ( | ( | ( | ( | ||||||||||||||||||||||
Other items(1) | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
(1)Includes other operating costs (such as marketing, software and maintenance expenses), depreciation and amortization, net gain (loss) on asset sales and disposals, asset impairments, net interest expense, net other income (expense), income tax (expense) benefit, net equity method investment income (loss) and certain other non-cash, non-core and/or non-recurring costs. Amounts for the three months ended September 30, 2026 and 2025 include interest expense of $39.4 million and $36.3 million, respectively, and interest and investment income of $4.7 million and $4.3 million, respectively. Amounts for the nine months ended September 30, 2026 and 2025 include interest expense of $111.0 million and $112.6 million, respectively, and interest and investment income of $12.3 million and $12.2 million, respectively.
Given the Company operates as a single reportable segment, segment assets are equal to total assets within the Company's condensed consolidated balance sheets.
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3. REVENUES
Revenues by product line and deferred commission amortization were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Residential: | ||||||||||||||||||||||||||
| Data | $ | $ | $ | $ | ||||||||||||||||||||||
| Video | ||||||||||||||||||||||||||
| Voice | ||||||||||||||||||||||||||
| Business: | ||||||||||||||||||||||||||
| Data | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Deferred commission amortization | $ | $ | $ | $ | ||||||||||||||||||||||
Business other revenues include business video, voice and other ancillary service revenues. Other revenues are comprised primarily of regulatory revenues, advertising sales, late charges and reconnect fees.
Deferred commission amortization expense is included within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).
Fees imposed on the Company by various governmental authorities, including franchise fees, are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. As the Company acts as principal, these fees are reported in video and voice revenues on a gross basis with corresponding expenses included within operating expenses in the condensed consolidated statements of operations and comprehensive income (loss).
Current deferred revenue liabilities consist of refundable customer prepayments, up-front charges and installation fees. Of the $22.7 million of current deferred revenue at December 31, 2025, $21.8 million was recognized during the nine months ended September 30, 2026. Of the $27.9 million of current deferred revenue at December 31, 2024, $26.5 million was recognized during the nine months ended September 30, 2025. Noncurrent deferred revenue liabilities consist of up-front charges and installation fees from business customers. A significant portion of the Company's revenues are derived from customers with month-to-month subscriptions who may cancel at any time without penalty. As such, the amount of deferred revenue is not necessarily indicative of the future revenue to be recognized from the Company's existing customers.
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4. OPERATING ASSETS AND LIABILITIES
Accounts receivable, net, consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Trade receivables | $ | $ | ||||||||||||
Other receivables(1) | ||||||||||||||
| Less: Allowance for credit losses | ( | ( | ||||||||||||
| Total accounts receivable, net | $ | $ | ||||||||||||
(1)The balance as of December 31, 2025 includes $3.3 million of receivables from the federal government under the Secure and Trusted Communications Networks Reimbursement Program and $1.6 million due from Clearwave Fiber LLC, a former joint venture among the Company and certain unaffiliated third-party investors (“Clearwave Fiber”), for services provided by the Company under a transition services agreement.
The changes in the allowance for credit losses were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||
| Additions - charged to costs and expenses | ||||||||||||||||||||||||||
| Deductions - write-offs | ( | ( | ( | ( | ||||||||||||||||||||||
| Recoveries collected | ||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||
Prepaid and other current assets consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Prepaid repairs and maintenance | $ | $ | ||||||||||||
| Software implementation costs | ||||||||||||||
| Prepaid insurance | ||||||||||||||
| Prepaid rent | ||||||||||||||
| Prepaid software | ||||||||||||||
| Deferred commissions | ||||||||||||||
| Interest rate swap asset | ||||||||||||||
| Prepaid income tax payments | ||||||||||||||
MBI Net Option(1) | ||||||||||||||
| All other current assets | ||||||||||||||
| Total prepaid and other current assets | $ | $ | ||||||||||||
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Other noncurrent assets consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Operating lease right-of-use assets | $ | $ | ||||||||||||
| Deferred commissions | ||||||||||||||
| Software implementation costs | ||||||||||||||
| Debt issuance costs | ||||||||||||||
| Debt investment | ||||||||||||||
| Interest rate swap asset | ||||||||||||||
| All other noncurrent assets | ||||||||||||||
| Total other noncurrent assets | $ | $ | ||||||||||||
Accounts payable and accrued liabilities consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued programming costs | ||||||||||||||
| Accrued compensation and related benefits | ||||||||||||||
| Accrued sales and other operating taxes | ||||||||||||||
| Accrued franchise fees | ||||||||||||||
| Deposits | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Accrued insurance costs | ||||||||||||||
| Cash overdrafts | ||||||||||||||
| Interest payable | ||||||||||||||
| Income taxes payable | ||||||||||||||
| All other accrued liabilities | ||||||||||||||
| Total accounts payable and accrued liabilities | $ | $ | ||||||||||||
Other noncurrent liabilities consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Operating lease liabilities | $ | $ | ||||||||||||
| Accrued compensation and related benefits | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Income taxes payable | ||||||||||||||
| All other noncurrent liabilities | ||||||||||||||
| Total other noncurrent liabilities | $ | $ | ||||||||||||
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5. EQUITY INVESTMENTS
Point
In May 2026, the Company contributed to Point Broadband Holdings, LLC, a fiber internet service provider in which the Company was an existing investor (“Point”), the equity interests of Clearwave Fiber owned by the Company in exchange for additional equity interests in Point (the "Point-Clearwave Fiber Transaction"), recognizing a $60.1 million net gain on the transaction. Prior to the contribution, the Company's equity investment in Point was accounted for under the Accounting Standards Codification ("ASC") 321 measurement alternative. Following the contribution, the Company's equity investment in Point is accounted for under the equity method with a one quarter reporting lag.
MBI
From November 2020 to June 30, 2024, the Company held a call option to purchase all but not less than all of the remaining equity interests in MBI, a data, video and voice services provider in which the Company acquired an approximately 45 % equity interest in November 2020, that the Company did not already own between January 1, 2023 and June 30, 2024. The call option expired unexercised on June 30, 2024. Further, certain investors in MBI held a put option to sell (and to cause all members of MBI other than the Company to sell) to the Company all but not less than all of the remaining equity interests in MBI that the Company did not already own between July 1, 2025 and September 30, 2025.
In December 2024, the Company amended its agreement with MBI, to, among other things, (i) reinstate the Company's 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 the Company to sell) to the Company all membership interests not held by the Company such that the exercise can occur no earlier than January 1, 2026 (unless a change of control of the Company occurs prior to that date), and the closing can occur no earlier than October 1, 2026 (unless the Company elects to cause the closing to occur earlier) (the “Put Option,” and together with the Call Option, the “MBI Net Option”); (iii) require the Company 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”).
In January 2026, certain other investors in MBI exercised the Put Option and the Company entered into a purchase agreement, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company would acquire the remaining approximately 55 % equity interests in MBI that it does not already own (the “MBI Acquisition”). The purchase price for the MBI Acquisition (such purchase price, the "Put Price") was 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, and MBI’s total net indebtedness. The aggregate amount of the Upfront Payment and the impact of the New MBI Debt reduced the Put Price payable upon the closing of the Put Option exercise and the impact of the New MBI Debt (and the associated interest and fees) was excluded from the calculation of MBI's total net indebtedness for purposes of determining such purchase price. The purchase price for the MBI Acquisition was determined to be approximately $480 million. The terms of the Put Option contemplated that the transaction would close on or before October 1, 2026. As of September 30, 2026, MBI had $22.0 million of revolver borrowings due August 11, 2027 and $916.2 million of outstanding term loans with a scheduled maturity of November 12, 2027. The indebtedness of MBI is not required to be repaid upon any closing of the MBI Acquisition.
The Company intends to hold MBI separate from the balance of its operations to preserve flexibility and mitigate adverse impacts to the Company in the event that the MBI Acquisition is consummated and MBI’s revolver borrowings and term loans are unable to be refinanced or restructured prior to their respective maturity dates. Over the next 12 months, the Company's ability to utilize the funding sources from the possible consummation of one or more financing transactions to fund ongoing operations, make capital expenditures, complete the MBI Acquisition and repay debt 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 the Company's control.
Refer to note 17 for further developments subsequent to September 30, 2026.
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Others
In August 2025, the Company divested its equity investment in Northwest Fiber Holdco., LLC, a fiber internet service provider, for $109.9 million and recognized a $59.9 million gain. In July 2025, the Company divested its equity investments in MetroNet Systems, LLC, a fiber internet service provider, for $14.1 million and recognized a $7.1 million gain. In March 2025, the Company divested a small equity investment for $11.1 million and recognized a $3.6 million gain.
The carrying value of the Company's equity investments consisted of the following (dollars in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Ownership Percentage | Carrying Value | Ownership Percentage | Carrying Value | |||||||||||||||||||||||
| Equity Investments Without Readily Determinable Fair Values | ||||||||||||||||||||||||||
Point(1) | — | $ | — | < | $ | |||||||||||||||||||||
Visionary(2) | < | < | ||||||||||||||||||||||||
| Others | < | < | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Equity Method Investments | ||||||||||||||||||||||||||
Clearwave Fiber(3) | — | $ | — | ~ | $ | |||||||||||||||||||||
MBI | ~ | ~ | ||||||||||||||||||||||||
Nextlink(5) | ~ | ~ | ||||||||||||||||||||||||
Point(1) | ~ | |||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Total equity investments | $ | $ | ||||||||||||||||||||||||
(1)Prior to the Point-Clearwave Fiber Transaction, the Company's investment in Point was accounted for under the ASC 321 measurement alternative. After the transaction, the Point investment is accounted for under the equity method.
(2)Visionary Communications, Inc., an internet service provider (“Visionary”).
(3)As a result of the Point-Clearwave Fiber Transaction, the Company contributed its equity interest in Clearwave Fiber to Point in exchange for additional equity interests in Point. As of December 31, 2025, the Company did not have a controlling financial interest and did not consolidate Clearwave Fiber for financial reporting purposes but accounted for its interest under the equity method of accounting as the entity’s governance arrangements required certain of the designees of the other unit holders to consent to all significant operating and financial decisions of the business.
(4)Represents the Company's percentage ownership of the total outstanding equity units in Clearwave Fiber as of December 31, 2025. The Company's ownership interest in Clearwave Fiber was in the form of common equity units and the ownership interest in Clearwave Fiber of the unaffiliated third-party investors was in the form of convertible preferred equity units. The convertible preferred equity units held by the unaffiliated third-party investors were subject to a specified preferred return in relation to the common equity units held by the Company. As a result of the economic and other attributes of the various classes of equity units in Clearwave Fiber, the Company's percentage ownership of the total outstanding equity units in Clearwave Fiber differed from its economic interest in Clearwave Fiber.
(5)AMG Technology Holdings, LLC, a wireless internet service provider (“Nextlink”).
The carrying values of the Company’s equity investments without readily determinable fair values are determined based on the fair value as of their respective acquisition dates and adjusted if and when relevant market transactions indicate fair value has changed.
The Company recorded $376.4 million of non-cash impairments to the carrying value of its MBI investment during 2026, including $26.7 million during the three months ended September 30, 2026. Such impairments were based on MBI's financial performance and updated forecast information received throughout 2026. The fair value of the MBI investment was determined using (i) the discounted cash flow method of the income approach, whose significant inputs and assumptions include forecasted revenues, margins, capital expenditures, working capital levels, income tax rates, long-term growth rates and a discount rate and (ii) the guideline public company method of the market approach, whose significant inputs and assumptions include the identification of appropriate market participants; consensus earnings before interest, taxes, depreciation and amortization estimates; and the selection of enterprise value multiples. During the three months ended June 30, 2026, the Company adjusted the carrying values of its existing equity interests in Point downward by $7.6 million and Clearwave Fiber upward by $67.7 million to their respective fair values implied by the Point-Clearwave Fiber Transaction, resulting in a net increase to the carrying value of the Company's new Point equity investment of $60.1 million after the Point-Clearwave Fiber Transaction.
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Since their original acquisitions, the Company has recorded cumulative net upward adjustments to the carrying values of its Point and Nextlink investments of $72.4 million and $6.9 million, respectively, and a $502.9 million cumulative impairment of its MBI investment.
The carrying value of MBI trailed the Company’s underlying equity in MBI’s net assets by $35.8 million as of September 30, 2026 and exceeded the Company's underlying equity in MBI's net assets by $343.8 million at December 31, 2025.
Equity method investment income (loss), which increases (decreases) the carrying value of the respective investment, and which is recorded on a one quarter lag, along with other equity investment-related activity reflected in the condensed consolidated statements of operations and comprehensive income (loss), were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Equity Method Investment Income (Loss) | ||||||||||||||||||||||||||
Clearwave Fiber(1) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
MBI(2) | ( | ( | ( | ( | ||||||||||||||||||||||
Nextlink | ||||||||||||||||||||||||||
Point(1) | ( | ( | ||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Other Income (Expense), Net | ||||||||||||||||||||||||||
MBI option fair value adjustment(3) | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Gain on sale of equity investment | $ | $ | $ | $ | ||||||||||||||||||||||
Loss on fair value adjustment of equity investment(4) | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Recurring mark-to-market adjustments | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
(1)The amount for the nine months ended September 30, 2026 includes a $67.7 million revaluation gain in connection with the Point-Clearwave Fiber Transaction. The amount for the nine months ended September 30, 2025 includes $28.0 million of non-cash impairment charges recorded by Clearwave Fiber.
(2)The amounts for the three and nine months ended September 30, 2026 include non-cash impairments of $26.7 million and $376.4 million, respectively. The Company identified a $186.6 million difference between the fair values of certain of MBI’s finite-lived intangible assets and the respective carrying values recorded by MBI, of which $84.0 million was attributable to the Company’s ~45 % pro rata portion. The Company is amortizing its share on an accelerated basis over the lives of the respective assets. For the three and nine months ended September 30, 2026, the Company recognized $3.8 million and $5.7 million of its proportionate share of MBI’s net loss, respectively, and $1.3 million and $4.3 million of its proportionate share of basis difference amortization, respectively. For the three and nine months ended September 30, 2025, the Company recognized $1.5 million and $1.9 million of its proportionate share of MBI's net income, respectively, and $1.7 million and $5.4 million of its proportionate share of basis difference amortization, respectively.
(3)The amounts for the three and nine months ended September 30, 2026 represent the change in fair value of the Put Option pending settlement. The amounts for the three and nine months ended September 30, 2025 represent the change in fair value of the MBI Net Option. Such instruments are measured at fair value on a quarterly basis (refer to note 10 for further information).
(4)In May 2026, as a result of the Point-Clearwave Fiber Transaction, the Company adjusted the carrying value of its existing equity interest in Point to its fair value implied by the transaction, recognizing a $7.6 million loss.
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6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Cable distribution systems | $ | $ | ||||||||||||
| Customer premise equipment | ||||||||||||||
| Other equipment and fixtures | ||||||||||||||
| Buildings and improvements | ||||||||||||||
| Capitalized software | ||||||||||||||
| Construction in progress | ||||||||||||||
| Land | ||||||||||||||
| Right-of-use assets | ||||||||||||||
| Property, plant and equipment, gross | ||||||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | ||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||
Depreciation and amortization expense for property, plant and equipment was $67.4 million and $68.3 million for the three months ended September 30, 2026 and 2025, respectively, and $204.2 million and $208.7 million for the nine months ended September 30, 2026 and 2025, respectively.
7. GOODWILL AND INTANGIBLE ASSETS
During each of the second and third quarters of 2026, the Company determined that a triggering event had occurred that required interim impairment assessments of its indefinite-lived intangible assets and goodwill as a result of the decline in the price of the Company's common stock during the three months ended June 30, 2026 and September 30, 2026, respectively.
Based on qualitative assessments of its finite-lived intangible assets, no impairments of such assets were identified during either period.
Using the multi-period excess earnings method of the income approach, whose significant inputs and assumptions include forecasted revenues, subscriber attrition rates, margins, capital expenditures, contributory asset charges, income tax rates, long-term growth rates and a discount rate, to determine fair value, the Company's franchise agreements asset was determined to be impaired by $526.0 million as of June 30, 2026 and by a further $159.0 million as of September 30, 2026. Using the discounted cash flow method of the income approach, whose significant inputs and assumptions include forecasted revenues, margins, capital expenditures, working capital levels, income tax rates, long-term growth rates and a discount rate, and the guideline public company method of the market approach, whose significant inputs and assumptions include the identification of appropriate market participants; consensus earnings before interest, taxes, depreciation and amortization estimates; and the selection of enterprise value multiples, the Company's goodwill was determined to be impaired by $71.7 million as of June 30, 2026 and by a further $253.1 million as of September 30, 2026. These non-cash charges are included within asset impairments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2026.
During the first quarter of 2026, the Company sold certain fiber-to-the-tower contract rights for cash proceeds of $42.0 million. In connection with the transaction, the Company derecognized $13.3 million of customer relationship intangible assets and recognized an associated $27.6 million gain within other income in the condensed consolidated statement of operations and comprehensive income (loss).
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The change in the Company's goodwill balance was as follows (dollars in thousands):
| Goodwill | Cumulative Impairment | |||||||||||||
| Balance at December 31, 2024 | $ | $ | ||||||||||||
| June 30, 2025 impairment charge | ( | |||||||||||||
| Balance at December 31, 2025 | $ | $ | ||||||||||||
| June 30, 2026 impairment charge | ( | |||||||||||||
| September 30, 2026 impairment charge | ( | |||||||||||||
| Balance at September 30, 2026 | $ | $ | ||||||||||||
Intangible assets consisted of the following (dollars in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||
Useful Life Range (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||||
| Finite-Lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
Trademarks and trade names(1) | ||||||||||||||||||||||||||||||||||||||||||||
| Wireless licenses | ||||||||||||||||||||||||||||||||||||||||||||
| Total finite-lived intangible assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Indefinite-Lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||||||||
| Franchise agreements | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total intangible assets, net | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
(1)Balances related to fully amortized trademarks and trade names were removed from both the gross carrying amount and accumulated amortization as of September 30, 2026.
Intangible asset amortization expense was $13.6 million and $15.1 million for the three months ended September 30, 2026 and 2025, respectively, and $41.1 million and $46.2 million for the nine months ended September 30, 2026 and 2025, respectively. The Company recognized $159.0 million, $526.0 million and $497.2 million of franchise agreements asset impairments during the three months ended September 30, 2026, June 30, 2026 and June 30, 2025, respectively. Cumulatively, the Company has recorded $1.18 billion of impairments to its franchise agreements.
The future amortization of existing finite-lived intangible assets as of September 30, 2026 was as follows (in thousands):
| Year Ending December 31, | Amount | |||||||
| 2026 (remaining three months) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Actual amortization expense in future periods may differ from the amounts above as a result of intangible asset acquisitions or divestitures, changes in useful life estimates, impairments or other relevant factors.
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8. DEBT
The carrying amount of long-term debt consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Senior Credit Facilities (as defined below) | $ | $ | ||||||||||||
| Senior Notes (as defined below) | ||||||||||||||
Convertible Notes (as defined below)(1) | ||||||||||||||
| Finance lease liabilities | ||||||||||||||
| Total debt | ||||||||||||||
| Less: Unamortized debt discount | ( | ( | ||||||||||||
| Less: Unamortized debt issuance costs | ( | ( | ||||||||||||
Less: Current portion of long-term debt(1) | ( | ( | ||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
Senior Credit Facilities. The fourth amended and restated credit agreement among the Company and its lenders, dated as of February 22, 2023 (as amended and restated, the “Credit Agreement”), provides for senior secured term loans in original aggregate principal amounts of (i) $250.0 million maturing in 2029 (subject to adjustment as described in the footnotes to the table below summarizing the Company's outstanding term loans as of September 30, 2026) (the “Term Loan B-2”), (ii) $775.0 million maturing in 2029 (subject to adjustment as described in the footnotes to the table below summarizing the Company's outstanding term loans as of September 30, 2026) (the “Term Loan B-3”) and (iii) $800.0 million maturing in 2028 (the “Term Loan B-4”), as well as a $1.25 billion revolving credit facility maturing in 2028 (the “Revolving Credit Facility” and, together with the Term Loan B-2, the Term Loan B-3 and the Term Loan B-4, the “Senior Credit Facilities”). The Revolving Credit Facility also gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. The Company is required to pay commitment fees on any unused portion of the Revolving Credit Facility at a rate between 0.20 % per annum and 0.30 % per annum, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement).
Under the Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at the Company’s option, equal to either the Secured Overnight Financing Rate (“SOFR”) or a base rate, plus an applicable margin equal to, (i) with respect to the Revolving Credit Facility, 1.25 % to 1.75 % plus a 10 basis point credit spread adjustment for SOFR loans and 0.25 % to 0.75 % for base rate loans, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio, (ii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.25 % plus a 10 basis point credit spread adjustment for SOFR loans and 1.25 % for base rate loans and (iii) with respect to the Term Loan B-4, 2.0 % plus an approximately 11.4 to 42.8 basis point credit spread adjustment based on the interest period elected for SOFR loans and 1.0 % for base rate loans.
In September 2026, the Company borrowed $700.0 million under the Revolving Credit Facility and subsequently repaid $200.0 million of such borrowings. During the first quarter of 2026, the Company borrowed $575.0 million under the Revolving Credit Facility to fund the repayment in full of the 2026 Notes (as defined below) on the final maturity date thereof and subsequently repaid $25.0 million of such borrowings.
During the nine months ended September 30, 2026, the Company paid $37.2 million to retire $40.2 million of the outstanding principal of the Term Loan B-4, recognizing $2.8 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss). No such retirements occurred during the three months ended September 30, 2026.
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As of September 30, 2026, the Company had $1.05 billion of borrowings outstanding under the Revolving Credit Facility that bore interest at an average rate of 6.7 % per annum and $200.0 million of nominal availability under the Revolving Credit Facility. No letters of credit were issued under the Revolving Credit Facility. A summary of the Company’s outstanding term loans as of September 30, 2026 is as follows (dollars in thousands):
| Instrument | Draw Date(s) | Original Principal | Amortization Per Annum(1) | Outstanding Principal | Final Scheduled Maturity Date | Final Scheduled Principal Payment | Benchmark Rate | Fixed Margin | Interest Rate | |||||||||||||||||||||||||||||||||||||||||||||||
| Term Loan B-2 | 1/7/2019 | $ | $ | 10/30/2029(2) | $ | SOFR + | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Term Loan B-3 | 6/14/2019 10/30/2020 2/22/2023 | 10/30/2029(2) | SOFR + | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Term Loan B-4 | 5/3/2021 | 5/3/2028 | SOFR + | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment). All loans may be prepaid at any time without penalty or premium (subject to customary SOFR breakage provisions).
(2)The final maturity date of the Term Loan B-2 and the Term Loan B-3, in each case, will adjust to May 3, 2028 if greater than $150.0 million aggregate principal amount of the Term Loan B-4 (together with any refinancing indebtedness in respect of the Term Loan B-4 with a final maturity date prior to the date that is 91 days after October 30, 2029) remains outstanding on May 3, 2028.
Refer to note 9 to the Company’s audited consolidated financial statements included in the 2025 Form 10-K for further details on the Senior Credit Facilities.
Senior Notes. In November 2020, the Company issued $650.0 million aggregate principal amount of 4.00 % senior notes due 2030 (the “Senior Notes”). The Senior Notes bear interest at a rate of 4.00 % per annum payable semiannually in arrears on May 15th and November 15th of each year, beginning on May 15, 2021. The terms of the Senior Notes are governed by an indenture dated as of November 9, 2020 (the “Senior Notes Indenture”), among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (“BNY”), as trustee.
The Company may redeem some or all of the Senior Notes at any time and from time to time at a redemption price equal to: prior to November 15, 2026, 102 % of the principal amount; on or after November 15, 2026, 101.333 % of the principal amount; on or after November 15, 2027, 100.667 % of the principal amount; or on or after November 15, 2028, 100 % of the principal amount; plus, in each case, accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Upon the occurrence of a Change of Control and a Below Investment Grade Rating Event (each as defined in the Senior Notes Indenture), the Company is required to offer to repurchase the Senior Notes at 101 % of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
During the nine months ended September 30, 2026, the Company repurchased $79.4 million aggregate principal amount of outstanding Senior Notes for $51.9 million, recognizing $26.9 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss). No such repurchases occurred during the three months ended September 30, 2026.
Convertible Notes. In March 2021, the Company issued $575.0 million aggregate principal amount of 0.000 % convertible senior notes due 2026 (the “2026 Notes”) and $345.0 million aggregate principal amount of 1.125 % convertible senior notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Convertible Notes,” and the Convertible Notes collectively with the Senior Notes, the “Notes”). The terms of the 2026 Notes and the 2028 Notes are each governed by a separate indenture dated as of March 5, 2021 (collectively, the “Convertible Notes Indentures” and together with the Senior Notes Indenture, the “Indentures”), in each case, among the Company, the guarantors party thereto and BNY, as trustee.
The 2026 Notes did not bear regular interest, and the principal amount of the 2026 Notes did not accrete. The 2028 Notes bear interest at a rate of 1.125 % per annum. Interest on the 2028 Notes is payable semiannually in arrears on March 15th and September 15th of each year, beginning on September 15, 2021, unless earlier repurchased, converted or redeemed. The 2026 Notes matured on March 15, 2026 and were repaid in full with borrowings under the Revolving Credit Facility, and the 2028 Notes are scheduled to mature on March 15, 2028. The initial conversion rate of the 2028 Notes is 0.4394 shares of the Company’s common stock per $1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of $2,275.83 per share of common stock).
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The 2028 Notes are convertible at the option of the holders. The method of conversion into cash, shares of the Company’s common stock or a combination thereof is at the election of the Company. Prior to the close of business on the business day immediately preceding December 15, 2027, the 2028 Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after December 15, 2027, holders may convert their 2028 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the relevant maturity date. If the Company undergoes a “fundamental change” (as defined in the Convertible Notes Indenture governing the 2028 Notes), holders of the 2028 Notes may require the Company to repurchase for cash all or part of their 2028 Notes at a purchase price equal to 100 % of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.
No “sinking fund” is provided for the 2028 Notes. Prior to December 15, 2027, the Company may redeem for cash all or any portion of the 2028 Notes, at its option, in each case, if the last reported sale price per share of common stock has been at least 130 % of the conversion price for the 2028 Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date.
In addition, following a “make-whole fundamental change” (as defined in the Convertible Notes Indenture) or if the Company delivers a notice of redemption in respect of any 2028 Notes, in certain circumstances, the conversion rate applicable to the 2028 Notes will be increased for a holder who elects to convert any of such 2028 Notes in connection with such a make-whole fundamental change or convert any of such 2028 Notes called (or deemed called) for redemption during the redemption period, as the case may be.
The carrying amounts of the Convertible Notes consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| 2028 Notes | 2026 Notes | 2028 Notes | Total | |||||||||||||||||||||||
| Gross carrying amount | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: Unamortized discount | ( | ( | ( | ( | ||||||||||||||||||||||
| Less: Unamortized debt issuance costs | ( | ( | ( | ( | ||||||||||||||||||||||
| Net carrying amount | $ | $ | $ | $ | ||||||||||||||||||||||
Interest expense on the Convertible Notes consisted of the following (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2028 Notes | 2026 Notes | 2028 Notes | Total | 2026 Notes | 2028 Notes | Total | 2026 Notes | 2028 Notes | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contractual interest expense | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of discount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total interest expense | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effective interest rate | % | % | % | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
General. The Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities or that guarantee certain capital markets debt of the Company in an aggregate principal amount in excess of $250.0 million.
Each Indenture contains covenants that, among other things and subject to certain exceptions, limit (i) the Company’s ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole) and (ii) the ability of the guarantors to consolidate with or merge with or into another person. The Senior Notes Indenture also contains a covenant that, subject to certain exceptions, limits the Company’s ability and the ability of its subsidiaries to incur any liens securing indebtedness for borrowed money.
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Each Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, default in payment of principal or interest, breach of other agreements or covenants in respect of the relevant Notes by the Company or any guarantors, failure to pay certain other indebtedness at final maturity, acceleration of certain indebtedness prior to final maturity, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy, insolvency or reorganization; and, in the case of each Convertible Notes Indenture, failure to comply with the Company’s obligation to convert the 2028 Notes under the Convertible Notes Indenture and failure to give a fundamental change notice or a notice of a make-whole fundamental change under the Convertible Notes Indenture.
Other. Interest expense, net was $34.6 million and $32.0 million for the three months ended September 30, 2026 and 2025, respectively, which included $2.5 million and $2.1 million of interest income and $2.2 million and $2.2 million of lender patronage income, respectively. Interest expense, net was $98.7 million and $100.4 million for the nine months ended September 30, 2026 and 2025, respectively, which included $5.7 million and $5.5 million of interest income and $6.7 million and $6.7 million of lender patronage income, respectively.
Unamortized debt issuance costs consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Revolving Credit Facility portion: | ||||||||||||||
| Other noncurrent assets | $ | $ | ||||||||||||
| Term loans and Notes portion: | ||||||||||||||
| Long-term debt (contra account) | ||||||||||||||
| Total | $ | $ | ||||||||||||
The Company recorded debt issuance cost amortization of $1.2 4.5 million and $3.7 million for the nine months ended September 30, 2026 and 2025, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).
The future maturities of outstanding borrowings as of September 30, 2026 are as follows (in thousands):
| Year Ending December 31, | Amount | |||||||
| 2026 (remaining three months) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
The Company has entered into a separate letter of credit agreement which provides for an additional $75.0 million letter of credit issuing capacity. As of September 30, 2026, $8.4 million of letters of credit were issued under this agreement and bore interest at a rate of 1.0 % per annum.
While the Company was in compliance with all debt covenants as of September 30, 2026, and expects to remain in compliance for the next 12 months, it may not be able to maintain compliance if operating performance deteriorates or market conditions worsen, particularly if it does not consummate any financing transactions.
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9. INTEREST RATE SWAPS
The Company is party to two interest rate swap agreements, designated as cash flow hedges, to manage the risk of fluctuations in interest rates on its variable rate SOFR debt. Changes in the fair values of the interest rate swaps are reported through other comprehensive income until the underlying hedged debt’s interest expense impacts net income, at which point the corresponding change in fair value is reclassified from accumulated other comprehensive income to net interest expense. Proceeds or payments from the interest rate swaps are included within cash flows from operating activities in the condensed consolidated statements of cash flows.
A summary of the significant terms of the Company’s interest rate swap agreements is as follows (dollars in thousands):
| Entry Date | Effective Date | Maturity Date(1) | Notional Amount | Settlement Type | Settlement Frequency | Fixed Base Rate | ||||||||||||||||||||||||||||||||||||||
Swap A | 3/7/2019 | 3/11/2019 | 3/11/2029 | $ | Receive one-month SOFR, pay fixed | Monthly | ||||||||||||||||||||||||||||||||||||||
Swap B | 3/6/2019 | 6/15/2020 | 2/28/2029 | Receive one-month SOFR, pay fixed | Monthly | |||||||||||||||||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||||||||||||||||||||
(1)Each swap may be terminated prior to the scheduled maturity at the election of the Company or the financial institution counterparty under the terms provided in each swap agreement.
The combined fair values of the Company’s interest rate swaps are reflected within the condensed consolidated balance sheets as follows (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Assets: | ||||||||||||||
| Current portion: | ||||||||||||||
| Prepaid and other current assets | $ | $ | ||||||||||||
| Noncurrent portion: | ||||||||||||||
| Other noncurrent assets | ||||||||||||||
| Total interest rate swap asset | $ | $ | ||||||||||||
| Stockholders’ Equity: | ||||||||||||||
| Accumulated other comprehensive income | $ | $ | ||||||||||||
The combined effect of the Company’s interest rate swaps on the condensed consolidated statements of operations and comprehensive income (loss) was as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Interest (income) expense | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges, gross | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Less: Tax effect | ( | ( | ||||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges, net of tax | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
The Company does not hold any derivative instruments for speculative trading purposes.
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10. FAIR VALUE MEASUREMENTS
Financial Assets and Liabilities. The Company has estimated the fair values of its financial instruments as of September 30, 2026 using available market information or other appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the following fair value estimates are not necessarily indicative of the amounts the Company would realize in an actual market exchange.
The fair value hierarchy levels, carrying amounts and related fair values of the Company’s financial assets and liabilities as of September 30, 2026 and December 31, 2025 were as follows (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||
Fair Value Hierarchy | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents: | ||||||||||||||||||||||||||||||||
| Money market investments | Level 1 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Prepaid and other current assets: | ||||||||||||||||||||||||||||||||
MBI Net Option(1) | Level 3 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other noncurrent assets (including current portion): | ||||||||||||||||||||||||||||||||
| Interest rate swap asset | Level 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| MBI Option Liability: | ||||||||||||||||||||||||||||||||
MBI option(1) | Level 3 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Long-term debt (including current portion): | ||||||||||||||||||||||||||||||||
| Term loans | Level 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Revolving Credit Facility | Level 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Senior Notes | Level 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||
Convertible Notes(2) | Level 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1)The MBI option was reclassified from a current asset to a current liability starting in the second quarter of 2026 based on quarter-end revaluations.
(2)The $575.0 million aggregate principal amount of 2026 Notes matured in March 2026. Therefore, the balances shown as of September 30, 2026 only reflect the 2028 Notes.
Money market investments are held primarily in U.S. Treasury securities and registered money market funds and are valued using a market approach based on quoted market prices (level 1). Money market investments with original maturities of three months or less are included within cash and cash equivalents in the condensed consolidated balance sheets.
The purchase price payable by the Company upon the exercise of the Put Option is calculated under a formula based on a multiple of MBI's adjusted EBITDA for the twelve-month period ended June 30, 2025, and MBI’s total net indebtedness. As this twelve-month measurement period ended on June 30, 2025, and as the Put Option was exercised in January 2026, the fair value of the MBI option effectively represents its intrinsic value as of September 30, 2026. The estimated equity value of MBI, which is derived from discounted cash flow and guideline public company valuation methods, continues to be a significant input into the valuation of the MBI option (level 3). The Company regularly evaluates each of the assumptions used in establishing the fair value of the MBI option. Significant changes in any of these assumptions could result in a significantly lower or higher fair value measurement. The fair value of the MBI Net Option as of December 31, 2025 was measured using Monte Carlo simulations that use inputs considered unobservable and significant to the fair value measurement (level 3). Refer to note 5 for further information.
Interest rate swaps are measured at fair value within the condensed consolidated balance sheets on a recurring basis, with fair value determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (level 2).
The fair value of the term loans, Revolving Credit Facility, Senior Notes and Convertible Notes are estimated based on market prices for similar instruments in active markets (level 2).
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The carrying amounts of accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities and other financial assets and liabilities approximate fair value because of the short-term nature of these instruments.
Nonfinancial Assets and Liabilities. The Company’s nonfinancial assets, such as property, plant and equipment, intangible assets and goodwill, are not measured at fair value on a recurring basis. Assets acquired, including identifiable intangible assets and goodwill, and liabilities assumed in acquisitions are recorded at fair value on the respective acquisition dates, subject to potential future measurement period adjustments. Nonfinancial assets are subject to fair value adjustments when there is evidence that impairment may exist. During the three months ended June 30, 2026 and September 30, 2026, the Company recorded impairments of its equity investment in MBI (refer to note 5). During the three months ended September 30, 2026, June 30, 2026 and June 30, 2025, the Company recorded impairments of its franchise agreements intangible asset and goodwill (refer to note 7).
11. STOCKHOLDERS ’ EQUITY (DEFICIT)
Treasury Stock. Treasury stock is recorded at cost and is presented as a reduction of stockholders’ equity (deficit) in the condensed consolidated financial statements. Treasury shares of 495,402 held at September 30, 2026 include shares repurchased under the Company’s share repurchase programs and shares withheld for withholding tax, as described below.
Share Repurchase Program. On May 20, 2022, the Company's board of directors (the "Board") authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock) (the "Share Repurchase Program"). The Company had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of September 30, 2026. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions, and the Company may opportunistically and prudently consider buying back shares under its remaining share repurchase authorization. The size and timing of any additional purchases are based on a number of factors, including share price, trading levels and business and market conditions. Since the Company first became publicly traded in 2015 through September 30, 2026, the Company has repurchased 646,244 shares of its common stock at an aggregate cost of $556.9 million. The Company did not
Tax Withholding for Equity Awards. At the employee’s option, shares of common stock or restricted stock units ("RSUs"), as applicable, are withheld by the Company upon the vesting of restricted stock awards, RSUs and dividend equivalent units (together with restricted stock awards and RSUs, "Restricted Stock") and the exercise of stock appreciation rights (“SARs”) to cover the applicable statutory minimum amount of employee withholding taxes, which the Company then pays to the taxing authorities in cash. The amounts remitted during each of the three months ended September 30, 2026 and 2025 were $0.1 million and $0.3 million, for which the Company withheld 0 and 6 shares of common stock, respectively. The amounts remitted during the nine months ended September 30, 2026 and 2025 were $1.0 million and $2.6 million, for which the Company withheld 129 and 1,529 shares of common stock, respectively.
12. EQUITY-BASED COMPENSATION
At the Company's 2026 annual meeting of stockholders held on May 14, 2026, the Company's stockholders approved the Cable One, Inc. 2026 Omnibus Incentive Compensation Plan (the "2026 Plan") providing an incremental 600,000 shares available for issuance pursuant to equity-based awards. The 2026 Plan provides for grants of incentive stock options, non-qualified stock options, SARs, Restricted Stock, cash-based awards, performance-based awards and other stock-based awards. The Cable One, Inc. 2022 Omnibus Incentive Compensation Plan (the “2022 Plan”) is replaced and superseded by the 2026 Plan, provided that any outstanding awards granted under the 2022 Plan or preceding plans remain in effect pursuant to their terms. Directors, officers, associates and consultants of the Company are eligible to participate in the 2026 Plan as part of the Company's long-term incentive compensation programs. As of September 30, 2026, 757,283 shares were available for issuance.
In 2026, the Company granted cash-settled performance and service-based phantom RSUs to certain executives in lieu of typical share-settled RSUs. Such awards, considered liability-classified awards, are remeasured at fair value using Monte Carlo simulations at each reporting date during the vesting period. During the three months ended September 30, 2026, the Company recognized a reversal of $0.3 million of stock-based compensation expense within selling, general and administrative expenses in the condensed consolidated statement of operations and comprehensive income (loss), associated with these awards. During the nine months ended September 30, 2026, the Company recognized $0.2 million of stock-based compensation expense associated with these awards. As of September 30, 2026, the Company had recognized $0.1
Beginning in 2025, all new RSU grants contain retirement eligibility provisions that result in accelerated expensing of awards granted to associates that satisfy certain age and service conditions.
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Compensation expense associated with equity-based awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award (unless any retirement eligibility provisions are satisfied earlier), with forfeitures recognized as incurred. The Company’s equity-based compensation expense, included within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss), was as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Restricted Stock | $ | $ | $ | $ | ||||||||||||||||||||||
| SARs | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
The Company recognized excess tax shortfalls of $0.7 million and $0.6 million for the three months ended September 30, 2026 and 2025, respectively, and excess tax shortfalls of $4.2 million and $2.6 million for the nine months ended September 30, 2026 and 2025, respectively. The deferred tax asset related to all outstanding equity-based awards was $6.5 million and $8.1 million as of September 30, 2026 and December 31, 2025, respectively.
Restricted Stock. A summary of Restricted Stock activity during the nine months ended September 30, 2026 is as follows:
Restricted Stock | Weighted Average Grant Date Fair Value Per Share | |||||||||||||
| Outstanding as of December 31, 2025 | $ | |||||||||||||
Granted(1) | $ | |||||||||||||
| Forfeited | ( | $ | ||||||||||||
| Vested and issued | ( | $ | ||||||||||||
| Outstanding as of September 30, 2026 | $ | |||||||||||||
| Vested and deferred as of September 30, 2026 | $ | |||||||||||||
(1)Performance-based RSUs were granted at target value for 2026.
At September 30, 2026, there was $18.6 million of unrecognized compensation expense related to Restricted Stock, which is expected to be recognized over a weighted average period of 1.4 years.
The weighted average of significant inputs and resulting grant date fair values for market-based award grants were as follows:
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Risk-free interest rate | % | % | ||||||||||||
| Expected volatility | % | % | ||||||||||||
| Simulation term (in years) | ||||||||||||||
| Weighted average grant date fair value | $ | $ | ||||||||||||
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Stock Appreciation Rights. A summary of SARs activity during the nine months ended September 30, 2026 is as follows:
Stock Appreciation Rights | Weighted Average Exercise Price | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value (in thousands) | Weighted Average Remaining Contractual Term (in years) | ||||||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | $ | $ | $ | |||||||||||||||||||||||||||||
| Outstanding as of September 30, 2026 | $ | $ | $ | |||||||||||||||||||||||||||||
| Exercisable as of September 30, 2026 | $ | $ | $ | |||||||||||||||||||||||||||||
At September 30, 2026, there was no unrecognized compensation expense related to SARs.
13. INCOME TAXES
Income tax benefit was $47.2 million and income tax provision was $25.8 million for the three months ended September 30, 2026 and 2025, respectively, and the effective tax benefit rate was 10.6 % and the effective tax rate was 19.2 % for the three months ended September 30, 2026 and 2025, respectively. The change in income tax provision was due primarily to a decrease in deferred tax expense resulting from the impairments recognized during the three months ended September 30, 2026.
Income tax benefit was $137.3 million and $91.6 million for the nine months ended September 30, 2026 and 2025, respectively, and the effective tax benefit rate was 10.1 % and 26.9 % for the nine months ended September 30, 2026 and 2025, respectively. The increase in income tax benefit was due primarily to an increase in deferred tax benefit resulting from higher impairment charges during the nine months ended September 30, 2026 compared to the same period in 2025.
14. OTHER INCOME AND EXPENSE
Other income (expense), net, consisted of the following (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| MBI option fair value adjustment | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Gain on sale of equity investment | ||||||||||||||||||||||||||
| Gain on debt extinguishments | ||||||||||||||||||||||||||
Gain on sale of fiber-to-the-tower contract rights(1) | ||||||||||||||||||||||||||
| Write-off of abandoned financing costs | ( | ( | ||||||||||||||||||||||||
| Strategic advisory costs | ( | ( | ||||||||||||||||||||||||
Loss on fair value adjustment of equity investment(2) | ( | |||||||||||||||||||||||||
Other | ( | ( | ( | |||||||||||||||||||||||
| Other income (expense), net | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
(1)In March 2026, the Company sold certain fiber-to-the-tower contract rights for cash proceeds of $42.0 million. The transaction resulted in a total gain of $27.6 million. Such contracts generated $9.0 million of business data revenues during 2025.
(2)In May 2026, as a result of the Point-Clearwave Fiber Transaction, the Company adjusted the carrying value of its existing equity interest in Point to its fair value implied by the transaction, recognizing a $7.6 million loss.
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15. NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. The denominator used in calculating diluted net income (loss) per common share further includes any common shares available to be issued upon vesting or exercise of outstanding equity-based compensation awards if such inclusion would be dilutive, calculated using the treasury stock method, and any common shares to be issued upon conversion of the Convertible Notes if such inclusion would be dilutive, calculated using the if-converted method.
The computation of basic and diluted net income (loss) per common share was as follows (dollars in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
2026(1) | 2025 | 2026(1) | 2025(1) | |||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income (loss) - basic | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
Add: Convertible Notes interest expense, net of tax | ||||||||||||||||||||||||||
| Net income (loss) - diluted | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average common shares outstanding - basic | ||||||||||||||||||||||||||
Effect of dilutive equity-based compensation awards(2) | ||||||||||||||||||||||||||
Effect of dilution from if-converted Convertible Notes(3) | ||||||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | ||||||||||||||||||||||||||
| Net Income (Loss) per Common Share: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
Supplemental Disclosure: | ||||||||||||||||||||||||||
Anti-dilutive shares from equity-based compensation awards(2) | ||||||||||||||||||||||||||
(1)Because the Company incurred net losses during the periods presented, diluted loss per common share equals basic net loss per common share for each period.
(2)Represents equity-based compensation awards whose impact is considered to be anti-dilutive under the treasury stock method
(3)Based on a conversion rate of 0.4394 shares of common stock per weighted $1,000 principal amount of Convertible Notes outstanding.
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16. COMMITMENTS AND CONTINGENCIES
Contractual Obligations. The Company has obligations to make future payments for goods and services under certain contractual arrangements. These contractual obligations secure the future rights to various goods and services to be used in the normal course of the Company’s operations. In accordance with applicable accounting rules, the future rights and obligations pertaining to firm commitments, such as certain purchase obligations under contracts, are not reflected as assets or liabilities in the condensed consolidated balance sheets.
As of September 30, 2026, with the exception of debt activity (refer to note 8 for the updated future maturities of outstanding borrowings table), there have been no material changes to the contractual obligations previously disclosed in the 2025 Form 10-K.
In addition, the Company incurs recurring utility pole rental costs and fees imposed by various governmental authorities, including franchise fees, as part of its operations. However, these costs are not included in the Company’s contractual obligations as they are cancellable on short notice, in the case of pole rental costs, or are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities, in the case of fees imposed by governmental authorities. The Company also has franchise agreements requiring plant construction and the provision of services to customers within the franchise areas. In connection with these obligations under existing franchise agreements, the Company obtains surety bonds or letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Payments under these arrangements are required only in the remote event of nonperformance.
Litigation and Legal Matters. The Company is subject to complaints and administrative proceedings and has been a defendant in various civil lawsuits that have arisen in the ordinary course of its business. Such matters include contract disputes; actions alleging negligence, invasion of privacy, trademark, copyright and patent infringement, and violations of applicable wage and hour laws; statutory or common law claims involving current and former employees; and other matters. Although the outcomes of any legal claims and proceedings against the Company cannot be predicted with certainty, based on currently available information, the Company believes that there are no existing claims or proceedings that are likely to have a material adverse effect on the operations or financial position of the Company or the ability of the Company to meet its financial obligations as they become due.
Regulation in the Company’s Industry. The Company’s operations are extensively regulated by the Federal Communications Commission (the "FCC"), some state governments and most local governments. The FCC has the authority to enforce its regulations through the imposition of substantial fines, the issuance of cease-and-desist orders and/or the imposition of other administrative sanctions, such as the revocation of FCC licenses needed to operate certain transmission facilities used in connection with cable operations. Future legislative and regulatory changes could adversely affect the Company’s operations.
Equity Investments. The Company has certain obligations with respect to certain of its equity investments. Refer to note 5 for further information.
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17. SUBSEQUENT EVENTS
On October 1, 2026, the Company and certain affiliates of GTCR LLC agreed to extend the previously anticipated October 1, 2026 closing date of the MBI Acquisition to October 9, 2026. On October 9, 2026, the United States District Court for the Southern District of New York (the "District Court") entered an ex parte temporary restraining order (the “TRO”) that temporarily prohibits the Company from consummating the MBI Acquisition. The action (the "CoBank Action") was commenced by CoBank, ACB, a lender under the Company’s existing credit agreement. The complaint alleges that the Company’s payment of the purchase price for the MBI Acquisition would constitute a constructive fraudulent transfer. CoBank is seeking, among other things, an injunction prohibiting the Company from closing the MBI Acquisition. On October 13, 2026, the Company responded to, and simultaneously moved to dissolve, the TRO on the basis that CoBank failed to establish a basis for injunctive relief. A hearing on that motion and on the TRO is currently scheduled for November 13, 2026. On November 2, 2026, the Company received a letter from MBI and GTCR Fund XII/B LP, Mega Broadband Splitter LP, and GTCR Co-Invest XII LP (collectively, the “GTCR Investors”) alleging that the Company and Major Merger Sub LLC (“Merger Sub”) breached their obligations under: (i) the Third Amended and Restated Limited Liability Company Agreement dated as of December 20, 2024 by and among MBI and the Unitholders; and (ii) the Purchase Agreement dated as of January 3, 2026, by and among the Company, Merger Sub, MBI, Mega Broadband Blocker, LLC, GTCR Fund XII/C LP, and GTCR Fund XII/B LP (collectively, the “Agreements”). Specifically, MBI and the GTCR Investors allege that the Company and Merger Sub failed to use their reasonable best efforts to contest and resist the CoBank Action, and to have the related TRO vacated or lifted as promptly as practicable. MBI and the GTCR Investors have indicated that they may seek to intervene in the CoBank Action as soon as November 6, 2026. The Company believes that these claims are without merit and is prepared to vigorously dispute such claims to the extent litigation arises. Under the terms of the purchase agreement, the Company is not obligated to close the MBI Acquisition if and for so long as any legal restraint prohibiting the closing (including the TRO) is in effect. Although the Company has sufficient liquidity to satisfy the purchase price for the MBI Acquisition in full if the TRO is dissolved, the Company currently intends to coordinate any payment of the purchase price with the closing of one or more financing transactions that address at least some of the Company’s outstanding debt maturities. The Company has been and continues to be engaged in discussions to raise capital and address its near-term debt maturities. However, the Company makes no assurances that it will be able to consummate any financing transactions on acceptable terms, or at all.
The Company intends to hold MBI separate from the balance of its operations to preserve flexibility and mitigate adverse impacts to the Company in the event that the MBI Acquisition is consummated and MBI’s revolver borrowings and term loans are unable to be refinanced or restructured prior to their respective maturity dates.
If the Company is unable to consummate a financing transaction and address near-term debt maturities on acceptable terms or at all, or if a default occurs under its debt instruments that it is unable to timely cure, it may become necessary for the Company to seek relief under Chapter 11 of the U.S. Bankruptcy Code.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2025 and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” both of which are contained in our 2025 Form 10-K. Our results of operations and financial condition discussed herein may not be indicative of our future results and trends.
Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all totals, percentages and year-over-year changes are calculated using exact numbers. Minor differences may exist due to rounding.
Overview
We are a leading broadband communications provider delivering exceptional service and enabling our customers to thrive and stay connected to what matters most. Through Sparklight, the brand our customers know and trust, we are transforming the future of connectivity with a commitment to innovation, reliability and customer experience. We serve our customers with technologically advanced fiber-based infrastructure that provides for delivery of a full suite of data, video and voice products.
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 September 30, 2026. Approximately 75% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas, as of September 30, 2026. We provided services to approximately 1.0 million residential and business customers out of approximately 2.8 million passings as of September 30, 2026. Of these customers, approximately 960,000 subscribed to data services, 71,000 subscribed to video services and 84,000 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 nine months of 2026, they are residential data (61.0%), business data (15.8%) and residential video (11.1%). 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.
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 earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), driving higher margins and delivering attractive levels of Adjusted EBITDA less capital expenditures over the long-term.
Excluding the effects of 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 focus on growing residential data customers and revenues and expect this product line to grow over the long-term, supplemented by growth in related services, such as intelligent Wi-Fi, technology support and network security solutions. In recent periods, we have experienced subscriber losses as 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 to earn a consistent average monthly revenue per unit (“ARPU”) from our existing customers over the long-term and potentially capture additional market share. Our broadband plant generally consists of a fiber-to-the-premises (“fiber”) or hybrid fiber-coaxial network with ample unused capacity, and we offer our data customers internet products at some of the fastest speeds available in our markets. We believe that the capacity and reliability of our networks are equal to or exceed that of our competitors in most of our markets and best position us to meet the continuously increasing consumption demands of customers.
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•Business data. We focus on growing business data customers and revenues over the long term by concentrating our efforts on increasing sales to business customers and attracting enterprise and wholesale business customers. We expect to experience growth in business data revenues over the 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 offer Sparklight TV, an internet protocol-based (“IPTV”) video service that allows customers with our Sparklight TV app to stream our video channels from the cloud. This IPTV video service optimizes our available bandwidth, maximizing network capacity to increase data speeds and capacity across our network.
We recently launched a mobile service offering with a mobile virtual network enabler to complement our wired broadband product by delivering added convenience and greater flexibility while strengthening our long-term customer relationships with the ultimate goals of enhancing customer lifetime value, improving retention and supporting packaging opportunities to reinforce our core broadband business.
We continue to experience increased competition, particularly from telephone companies; fiber, municipal and cooperative overbuilders; fixed wireless data providers; and over-the-top video providers. Because of the levels of competition we face, we believe it is important to make investments in our infrastructure. In addition, a key objective of our capital allocation process is to invest in initiatives designed to drive revenue and Adjusted EBITDA expansion. We continue to invest capital to, among other things, increase fiber density and coverage, expand our footprint, increase plant and data capacity, enhance network reliability and improve the customer experience. We have rolled out multi-Gigabit download data service to over half of our markets and currently offer Gigabit download data service to all of our passings. We are currently deploying DOCSIS 4.0 capabilities, which, together with Sparklight TV, further increase our network capacity and enable future growth in our residential data and business data product lines. 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 and to support the continually increasing data usage by customers. We believe these investments will reinforce our competitive strength in this area.
We expect to continue to devote financial resources to infrastructure improvements in existing and acquired markets as well as to expand high-speed data service in areas adjacent to our existing network. We believe these investments are necessary to continually meet our customers’ needs and remain competitive. The capital enhancements associated with acquisitions include rebuilding low-capacity markets; reclaiming bandwidth from traditional QAM-based video services; implementing multi-Gigabit download speeds; deploying DOCSIS 4.0 capabilities; consolidating back-office functions such as billing, accounting and service provisioning; migrating products to Cable One platforms; and expanding our high-capacity fiber network.
Our primary financial goals are to grow residential data and business data customers and revenues, to increase profit margins and to deliver strong Adjusted EBITDA and Adjusted EBITDA less capital expenditures over the long-term. To achieve these goals, we intend to continue our disciplined cost management approach, remain focused on customers with expected higher relative value and supplement our growth by targeting a broader scope of incremental customers, including those who are more value-conscious. We combat competitive threats in our markets through targeted pricing and product offerings and further planned investments in broadband plant upgrades, including the continued deployment of DOCSIS 4.0 capabilities and new data service offerings for residential and business customers. Given our strategic focus on our higher margin residential data and business data product lines, we assess our level of capital expenditures relative to Adjusted EBITDA, unlike others in our industry who may compare their capital expenditures to revenues due to their much larger residential video customer bases.
We also evaluate opportunistic broadband-related acquisition and strategic investment opportunities in rural markets in addition to the pursuit of organic growth through market expansion projects. 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 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.
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Results of Operations
Key Performance Measures Summary
The following tables summarize certain key measures of our results of operations (dollars in thousands):
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Revenues | $ | 332,153 | $ | 376,012 | $ | (43,859) | (11.7) | % | ||||||||||||||||||
Total costs and expenses(1) | $ | 675,094 | $ | 281,286 | $ | 393,808 | 140.0 | % | ||||||||||||||||||
Income (loss) from operations(1) | $ | (342,941) | $ | 94,726 | $ | (437,667) | NM | |||||||||||||||||||
Net income (loss)(1) | $ | (431,839) | $ | 86,532 | $ | (518,371) | NM | |||||||||||||||||||
| Cash flows from operating activities | $ | 92,637 | $ | 156,519 | $ | (63,882) | (40.8) | % | ||||||||||||||||||
| Cash flows from investing activities | $ | (71,321) | $ | 52,116 | $ | (123,437) | (236.9) | % | ||||||||||||||||||
| Cash flows from financing activities | $ | 487,244 | $ | (194,862) | $ | 682,106 | NM | |||||||||||||||||||
Adjusted EBITDA(2) | $ | 159,781 | $ | 201,856 | $ | (42,075) | (20.8) | % | ||||||||||||||||||
| Capital expenditures | $ | 77,912 | $ | 71,765 | $ | 6,147 | 8.6 | % | ||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Revenues | $ | 1,034,037 | $ | 1,137,684 | $ | (103,647) | (9.1) | % | ||||||||||||||||||
Total costs and expenses(3) | $ | 1,815,289 | $ | 1,436,608 | $ | 378,681 | 26.4 | % | ||||||||||||||||||
Loss from operations(3) | $ | (781,252) | $ | (298,924) | $ | (482,328) | 161.4 | % | ||||||||||||||||||
Net loss(3) | $ | (1,560,641) | $ | (348,837) | $ | (1,211,804) | NM | |||||||||||||||||||
| Cash flows from operating activities | $ | 331,714 | $ | 417,793 | $ | (86,079) | (20.6) | % | ||||||||||||||||||
| Cash flows from investing activities | $ | (172,756) | $ | (78,477) | $ | (94,279) | 120.1 | % | ||||||||||||||||||
| Cash flows from financing activities | $ | 363,024 | $ | (326,298) | $ | 689,322 | (211.3) | % | ||||||||||||||||||
Adjusted EBITDA(2) | $ | 516,588 | $ | 607,781 | $ | (91,193) | (15.0) | % | ||||||||||||||||||
| Capital expenditures | $ | 220,338 | $ | 211,269 | $ | 9,069 | 4.3 | % | ||||||||||||||||||
NM = Not meaningful.
(1)Amount for the three months ended September 30, 2026 includes $412.1 million of non-cash asset impairment charges. Refer to the section entitled "Critical Accounting Policies and Estimates — Impairment Assessments" for further information.
(2)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.
(3)Amounts for the nine months ended September 30, 2026 and 2025 include $1.01 billion and $586.0 million of non-cash asset impairment charges. Refer to the section entitled "Critical Accounting Policies and Estimates — Impairment Assessments" for further information.
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Primary Service Units ("PSUs") and Customer Counts
Selected subscriber data for the periods presented was as follows (in thousands, except percentages):
| As of September 30, | Annual Net Gain (Loss) | |||||||||||||||||||||||||
| 2026 | 2025 | Change | % Change | |||||||||||||||||||||||
Residential data PSUs | 862.5 | 910.4 | (47.9) | (5.3) | % | |||||||||||||||||||||
| Residential video PSUs | 68.1 | 89.6 | (21.5) | (24.0) | % | |||||||||||||||||||||
| Residential voice PSUs | 48.0 | 58.4 | (10.4) | (17.8) | % | |||||||||||||||||||||
| Total residential PSUs | 978.6 | 1,058.4 | (79.9) | (7.5) | % | |||||||||||||||||||||
| Business data PSUs | 97.8 | 99.6 | (1.9) | (1.9) | % | |||||||||||||||||||||
| Business video PSUs | 3.3 | 5.3 | (2.0) | (37.4) | % | |||||||||||||||||||||
| Business voice PSUs | 36.1 | 38.4 | (2.4) | (6.1) | % | |||||||||||||||||||||
| Total business services PSUs | 137.2 | 143.4 | (6.2) | (4.3) | % | |||||||||||||||||||||
| Total data PSUs | 960.3 | 1,010.1 | (49.8) | (4.9) | % | |||||||||||||||||||||
| Total video PSUs | 71.4 | 94.9 | (23.5) | (24.7) | % | |||||||||||||||||||||
| Total voice PSUs | 84.1 | 96.8 | (12.8) | (13.2) | % | |||||||||||||||||||||
| Total PSUs | 1,115.8 | 1,201.8 | (86.1) | (7.2) | % | |||||||||||||||||||||
| Residential customer relationships | 876.7 | 934.2 | (57.5) | (6.2) | % | |||||||||||||||||||||
| Business customer relationships | 105.0 | 108.1 | (3.1) | (2.8) | % | |||||||||||||||||||||
| Total customer relationships | 981.7 | 1,042.3 | (60.6) | (5.8) | % | |||||||||||||||||||||
Passings(1) | 2,847.0 | 2,899.4 | (52.4) | (1.8) | % | |||||||||||||||||||||
(1)Passings as of September 30, 2026 reflect certain refinements to the service provider's counting methodology during the first quarter of 2026.
Use of Nonfinancial Metrics and ARPU
We use various nonfinancial metrics to measure, manage and monitor our operating performance on an ongoing basis. Such metrics include PSUs, customer relationships and passings.
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.
Passings represent the estimated number of serviceable and marketable homes and businesses passed by our active plant based on available information. We use an external reporting service for determining reported passings. The service provider generates updated counts biannually, during the first and third quarters of each year. Therefore, our reported passings for the second and fourth quarters of the year remain unchanged from the preceding sequential quarter.
We believe PSU, 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 PSUs, customer relationships and passings may not be directly comparable to similarly titled measures reported by other companies.
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We use ARPU to evaluate and monitor the amount of revenue generated by each type of service subscribed to by customers and the contribution to total revenues as well as to analyze and compare growth patterns. Residential ARPU values represent the applicable residential service revenues (excluding installation and activation fees) divided by the corresponding average of the number of PSUs at the beginning and end of each period, divided by the number of months in the period, except that for any PSUs added or subtracted as a result of an acquisition or divestiture occurring during the period, the associated ARPU values represent the applicable residential service revenues (excluding installation and activation fees) divided by the pro-rated average number of PSUs during such period. Business services ARPU values represent business services revenues divided by the average of the number of business customer relationships at the beginning and end of each period, divided by the number of months in the period, except that for any business customer relationships added or subtracted as a result of an acquisition or divestiture occurring during the period, the associated ARPU values represent business services revenues divided by the pro-rated average number of business customer relationships during such period.
We believe ARPU is useful to investors in evaluating our operating performance. ARPU and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measure of ARPU may not be directly comparable to similarly titled measures reported by other companies.
Comparison of Three Months Ended September 30, 2026 to Three Months Ended September 30, 2025
Revenues
Revenues by service offering for the three months ended September 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):
| Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||||||||||||||
| Revenues | % of Total | Revenues | % of Total | $ Change | % Change | |||||||||||||||||||||||||||||||||
| Residential data | $ | 204,075 | 61.4 | % | $ | 227,599 | 60.5 | % | $ | (23,524) | (10.3) | % | ||||||||||||||||||||||||||
| Residential video | 35,659 | 10.7 | % | 44,971 | 12.0 | % | (9,312) | (20.7) | % | |||||||||||||||||||||||||||||
| Residential voice | 5,912 | 1.8 | % | 6,692 | 1.8 | % | (780) | (11.7) | % | |||||||||||||||||||||||||||||
| Business data | 53,626 | 16.1 | % | 57,486 | 15.3 | % | (3,860) | (6.7) | % | |||||||||||||||||||||||||||||
| Business other | 13,290 | 4.0 | % | 15,117 | 4.0 | % | (1,827) | (12.1) | % | |||||||||||||||||||||||||||||
| Other | 19,591 | 5.9 | % | 24,147 | 6.4 | % | (4,556) | (18.9) | % | |||||||||||||||||||||||||||||
| Total revenues | $ | 332,153 | 100.0 | % | $ | 376,012 | 100.0 | % | $ | (43,859) | (11.7) | % | ||||||||||||||||||||||||||
ARPU for the indicated service offerings for the three months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, | 2026 vs. 2025 | |||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Residential data | $ | 78.48 | $ | 82.17 | $ | (3.69) | (4.5) | % | ||||||||||||||||||
| Residential video | $ | 167.89 | $ | 161.14 | $ | 6.75 | 4.2 | % | ||||||||||||||||||
| Residential voice | $ | 39.94 | $ | 36.95 | $ | 2.99 | 8.1 | % | ||||||||||||||||||
| Business services | $ | 211.48 | $ | 227.50 | $ | (16.02) | (7.0) | % | ||||||||||||||||||
Residential data service revenues decreased $23.5 million, or 10.3%, due primarily to a decrease in subscribers and a decline in ARPU as a result of elevated competitive pricing and promotional activity.
Residential video service revenues decreased $9.3 million, or 20.7%, due primarily to a decrease in subscribers, partially offset by a rate adjustment.
Residential voice service revenues decreased $0.8 million, or 11.7%, due primarily to a decrease in subscribers.
Business data revenues decreased $3.9 million, or 6.7% due primarily to a decrease in subscribers and a decline in business services ARPU.
Business other revenues decreased $1.8 million, or 12.1%, due primarily to decreases in business video and business voice subscribers.
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Costs and Expenses
Operating expenses (excluding depreciation and amortization) were $98.7 million for the three months ended September 30, 2026 and increased $2.7 million, or 2.8%, compared to the three months ended September 30, 2025. The increase in operating expenses was primarily attributable to increases of $4.7 million in software costs and $2.6 million in contract labor costs, partially offset by a $3.7 million decrease in programming and franchise costs as a result of video customer losses. Operating expenses as a percentage of revenues were 29.7% and 25.5% for the three months ended September 30, 2026 and 2025, respectively.
Selling, general and administrative expenses were $82.3 million for the three months ended September 30, 2026 and decreased $18.5 million, or 18.4%, compared to the three months ended September 30, 2025. The decrease in selling, general and administrative expenses was primarily attributable to decreases of $14.4 million in labor and other compensation-related costs and $4.8 million in billing system conversion costs. Selling, general and administrative expenses as a percentage of revenues were 24.8% and 26.8% for the three months ended September 30, 2026 and 2025, respectively.
Depreciation and amortization expense was $81.0 million for the three months ended September 30, 2026 and decreased $2.3 million, or 2.8%, compared to the three months ended September 30, 2025. Depreciation and amortization expense as a percentage of revenues was 24.4% and 22.2% for the three months ended September 30, 2026 and 2025, respectively.
Asset impairments totaled $412.1 million for the three months ended September 30, 2026, consisting of $159.0 million and $253.1 million of non-cash impairments of our indefinite-lived franchise agreements asset and goodwill, respectively. Refer to the section entitled "Critical Accounting Policies and Estimates - Impairment Assessments" for further information.
Interest Expense, Net
Interest expense, net, was $34.6 million for the three months ended September 30, 2026 and increased $2.6 million, or 8.2%, compared to the three months ended September 30, 2025 due primarily to a higher average interest rate and higher average debt balances.
Other Income (Expense), Net
Other expense, net, was $67.0 million for the three months ended September 30, 2026 and consisted primarily of a $52.9 million non-cash loss on fair value adjustment associated with the MBI option, the write-off of $7.0 million of costs associated with abandoned financing deals and $6.9 million of strategic advisory costs. Other expense, net, was $71.8 million for the three months ended September 30, 2025 and consisted primarily of $67.4 million of gains on sales of equity investments, $3.2 million of gains on debt extinguishments and a $2.1 million non-cash gain on fair value adjustment associated with the MBI Net Option.
Income Tax Provision (Benefit)
Income tax benefit was $47.2 million and income tax provision was $25.8 million for the three months ended September 30, 2026 and 2025, respectively, and our effective tax benefit rate was 10.6% and effective tax rate was 19.2% for the three months ended September 30, 2026 and 2025, respectively. The change in income tax provision was due primarily to a decrease in deferred tax expense resulting from the asset impairments recognized during the three months ended September 30, 2026.
Equity Method Investment Income (Loss), Net
Equity method investment loss, net, was $34.5 million for the three months ended September 30, 2026 and consisted primarily of a $26.7 million non-cash impairment to the carrying value of our MBI equity investment and our $5.1 million and $4.2 million proportionate shares of MBI and Point net losses, respectively, partially offset by our $1.5 million proportionate share of net income from our Nextlink investment. Equity method investment loss, net, was $22.2 million for the three months ended September 30, 2025 and consisted primarily of our $23.5 million proportionate share of net loss from our Clearwave Fiber investment, partially offset by our $1.5 million proportionate share of net income from our Nextlink investment.
Net Income (Loss)
Net loss was $431.8 million and net income was $86.5 million for the three months ended September 30, 2026 and 2025, respectively.
Unrealized Gain (Loss) on Cash Flow Hedges and Other, Net of Tax
Unrealized gain on cash flow hedges and other, net of tax, was $13.8 million for the three months ended September 30, 2026 compared to a $3.1 million loss for the three months ended September 30, 2025. The $16.9 million change was due primarily to an increase in forward interest rates during the three months ended September 30, 2026 compared to a decrease in the prior year period.
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Comparison of Nine Months Ended September 30, 2026 to Nine Months Ended September 30, 2025
Revenues
Revenues by service offering for the nine months ended September 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):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||||||||||||||
| Revenues | % of Total | Revenues | % of Total | $ Change | % Change | |||||||||||||||||||||||||||||||||
| Residential data | $ | 630,250 | 61.0 | % | $ | 682,056 | 60.0 | % | $ | (51,806) | (7.6) | % | ||||||||||||||||||||||||||
| Residential video | 114,914 | 11.1 | % | 143,933 | 12.7 | % | (29,019) | (20.2) | % | |||||||||||||||||||||||||||||
| Residential voice | 18,686 | 1.8 | % | 20,470 | 1.8 | % | (1,784) | (8.7) | % | |||||||||||||||||||||||||||||
| Business data | 163,511 | 15.8 | % | 172,164 | 15.1 | % | (8,653) | (5.0) | % | |||||||||||||||||||||||||||||
| Business other | 41,727 | 4.0 | % | 48,515 | 4.3 | % | (6,788) | (14.0) | % | |||||||||||||||||||||||||||||
| Other | 64,949 | 6.3 | % | 70,546 | 6.2 | % | (5,597) | (7.9) | % | |||||||||||||||||||||||||||||
| Total revenues | $ | 1,034,037 | 100.0 | % | $ | 1,137,684 | 100.0 | % | $ | (103,647) | (9.1) | % | ||||||||||||||||||||||||||
ARPU for the indicated service offerings for the nine months ended September 30, 2026 and 2025 were as follows:
| Nine Months Ended September 30, | 2026 vs. 2025 | |||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Residential data | $ | 79.37 | $ | 81.06 | $ | (1.69) | (2.1) | % | ||||||||||||||||||
| Residential video | $ | 168.17 | $ | 162.29 | $ | 5.88 | 3.6 | % | ||||||||||||||||||
| Residential voice | $ | 39.95 | $ | 36.15 | $ | 3.80 | 10.5 | % | ||||||||||||||||||
| Business services | $ | 214.53 | $ | 229.23 | $ | (14.70) | (6.4) | % | ||||||||||||||||||
Residential data service revenues decreased $51.8 million, or 7.6%, due primarily to a decrease in subscribers and a decline in ARPU as a result of elevated competitive pricing and promotional activity.
Residential video service revenues decreased $29.0 million, or 20.2%, due primarily to a decrease in subscribers, partially offset by rate adjustments.
Residential voice service revenues decreased $1.8 million, or 8.7%, due primarily to a decrease in subscribers.
Business data revenues decreased $8.7 million, or 5.0%, due primarily to a decrease in subscribers and a decline in business services ARPU.
Business other revenues decreased $6.8 million, or 14.0%, due primarily to decreases in business video and business voice subscribers.
Costs and Expenses
Operating expenses (excluding depreciation and amortization) were $291.3 million for the nine months ended September 30, 2026 and decreased $6.9 million, or 2.3%, compared to the nine months ended September 30, 2025. The decrease in operating expenses was primarily attributable to decreases of $17.3 million in programming and franchise costs as a result of video customer losses, $2.7 million in health insurance costs, $1.7 million in backbone costs and $1.4 million in maintenance costs, partially offset by increases of $10.8 million in software costs and $5.4 million in labor and other compensation-related costs. Operating expenses as a percentage of revenues were 28.2% and 26.2% for the nine months ended September 30, 2026 and 2025, respectively.
Selling, general and administrative expenses were $257.1 million for the nine months ended September 30, 2026 and decreased $31.1 million, or 10.8%, compared to the nine months ended September 30, 2025. The decrease in selling, general, and administrative expenses was primarily attributable to decreases of $24.3 million in labor and other compensation-related costs, $14.1 million in billing system conversion costs and $3.2 million in health insurance costs, partially offset by increases of $5.1 million in software costs, $2.3 million in bad debt expense and $1.8 million in acquisition-related costs. Selling, general and administrative expenses as a percentage of revenues were 24.9% and 25.3% for the nine months ended September 30, 2026 and 2025, respectively.
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Depreciation and amortization expense was $245.3 million for the nine months ended September 30, 2026 and decreased $9.6 million, or 3.8%, compared to the nine months ended September 30, 2025. Depreciation and amortization expense as a percentage of revenues was 23.7% and 22.4% for the nine months ended September 30, 2026 and 2025, respectively.
Asset impairments totaled $1.01 billion for the nine months ended September 30, 2026, consisting of $685.0 million and $324.8 million of non-cash impairments of our indefinite-lived franchise agreements asset and goodwill, respectively, recognized during the second and third quarters of 2026. Refer to the section entitled "Critical Accounting Policies and Estimates - Impairment Assessments" for further information. Asset impairments totaled $586.0 million for the nine months ended September 30, 2025, consisting of $497.2 million and $88.8 million of non-cash impairments related to our indefinite-lived franchise agreements and goodwill, respectively, recognized during the second quarter of 2025.
Interest Expense, Net
Interest expense, net, was $98.7 million for the nine months ended September 30, 2026 and decreased $1.7 million, or 1.7%, compared to the nine months ended September 30, 2025 due primarily to lower average debt balances, partially offset by a higher average interest rate.
Other Income (Expense), Net
Other expense, net, was $475.6 million for the nine months ended September 30, 2026 and consisted primarily of a $510.7 million non-cash loss on fair value adjustment associated with the MBI option, $29.7 million of gains on debt extinguishments and a $27.6 million gain on sale of fiber-to-the-tower contract rights, partially offset by the write-off of $7.9 million of costs associated with abandoned financing deals, a $7.6 million revaluation loss on our Point equity investment and $6.9 million of strategic advisory costs. Other income, net, was $59.0 million for the nine months ended September 30, 2025 and consisted primarily of $70.6 million of gains on sales of equity investments and a $7.0 million gain on debt extinguishments, partially offset by a $17.8 million non-cash loss on fair value adjustment associated with the MBI Net Option.
Income Tax Benefit
Income tax benefit was $137.3 million and $91.6 million for the nine months ended September 30, 2026 and 2025, respectively, and our effective tax benefit rate was 10.1% and 26.9% for the nine months ended September 30, 2026 and 2025, respectively. The increase in income tax benefit was due primarily to an increase in deferred tax benefit resulting from higher impairment charges during the nine months ended September 30, 2026 compared to the same period in 2025.
Equity Method Investment Income (Loss), Net
Equity method investment loss, net, was $342.4 million for the nine months ended September 30, 2026 and consisted primarily of $376.4 million of non-cash impairments to the carrying value of our MBI equity investment and our $24.1 million, $10.0 million and $4.2 million proportionate shares of Clearwave Fiber, MBI and Point net losses, respectively, partially offset by a $67.7 million upward revaluation of our Clearwave Fiber investment in connection with the Point-Clearwave Fiber Transaction and our $4.5 million proportionate share of net income from our Nextlink investment. Equity method investment loss, net, was $100.2 million for the nine months ended September 30, 2025 and consisted of our $101.0 million and $3.5 million proportionate shares of net losses from our Clearwave Fiber and MBI investments, respectively, partially offset by our $4.3 million proportionate share of net income from our Nextlink investment.
Net Loss
Net losses were $1.56 billion and $348.8 million for the nine months ended September 30, 2026 and 2025, respectively, driven largely by the non-cash asset impairments discussed above.
Unrealized Gain (Loss) on Cash Flow Hedges and Other, Net of Tax
Unrealized gain on cash flow hedges and other, net of tax, was $24.3 million for the nine months ended September 30, 2026 compared to a $28.2 million loss for the nine months ended September 30, 2025. The $52.5 million change was due primarily to an increase in forward interest rates during the nine months ended September 30, 2026 compared to a decrease in the prior year period.
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Use of Adjusted EBITDA
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 (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, legal settlement of alleged patent infringement, MBI integration costs, 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 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 preparing for the potential integration of MBI. These costs are associated with discrete events and are incremental to normal, 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.
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 Credit Agreement and the Senior Notes Indenture to determine compliance with the covenants contained in the 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.
We believe that Adjusted EBITDA is useful to investors in evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measure of Adjusted EBITDA may not be directly comparable to similarly titled measures reported by other companies.
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Net income (loss) | $ | (431,839) | $ | 86,532 | $ | (518,371) | NM | |||||||||||||||||||
| Plus: Interest expense, net | 34,648 | 32,019 | 2,629 | 8.2 | % | |||||||||||||||||||||
| Income tax provision (benefit) | (47,198) | 25,762 | (72,960) | NM | ||||||||||||||||||||||
| Depreciation and amortization | 81,010 | 83,347 | (2,337) | (2.8) | % | |||||||||||||||||||||
| Equity-based compensation | 5,045 | 11,280 | (6,235) | (55.3) | % | |||||||||||||||||||||
| Severance and contract termination costs | — | 1,881 | (1,881) | (100.0) | % | |||||||||||||||||||||
| Acquisition-related costs | 1,747 | 521 | 1,226 | 235.3 | % | |||||||||||||||||||||
| (Gain) loss on asset sales and disposals, net | 1,034 | 1,066 | (32) | (3.0) | % | |||||||||||||||||||||
| System conversion costs | 573 | 5,790 | (5,217) | (90.1) | % | |||||||||||||||||||||
| Equity method investment (income) loss, net | 34,473 | 22,222 | 12,251 | 55.1 | % | |||||||||||||||||||||
Asset impairments | 412,054 | — | 412,054 | NM | ||||||||||||||||||||||
| Executive search and transition costs | 260 | 445 | (185) | (41.6) | % | |||||||||||||||||||||
Legal settlement of alleged patent infringement | — | 2,800 | (2,800) | (100.0) | % | |||||||||||||||||||||
| MBI integration costs | 999 | — | 999 | NM | ||||||||||||||||||||||
| Other (income) expense, net | 66,975 | (71,809) | 138,784 | (193.3) | % | |||||||||||||||||||||
| Adjusted EBITDA | $ | 159,781 | $ | 201,856 | $ | (42,075) | (20.8) | % | ||||||||||||||||||
NM = Not meaningful.
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| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| Net loss | $ | (1,560,641) | $ | (348,837) | $ | (1,211,804) | NM | |||||||||||||||||||
| Plus: Interest expense, net | 98,653 | 100,386 | (1,733) | (1.7) | % | |||||||||||||||||||||
| Income tax benefit | (137,297) | (91,610) | (45,687) | 49.9 | % | |||||||||||||||||||||
| Depreciation and amortization | 245,286 | 254,930 | (9,644) | (3.8) | % | |||||||||||||||||||||
| Equity-based compensation | 17,620 | 32,639 | (15,019) | (46.0) | % | |||||||||||||||||||||
| Severance and contract termination costs | 2,962 | 2,209 | 753 | 34.1 | % | |||||||||||||||||||||
| Acquisition-related costs | 3,839 | 2,048 | 1,791 | 87.5 | % | |||||||||||||||||||||
| (Gain) loss on asset sales and disposals, net | 11,793 | 9,171 | 2,622 | 28.6 | % | |||||||||||||||||||||
| System conversion costs | 1,392 | 16,278 | (14,886) | (91.4) | % | |||||||||||||||||||||
| Equity method investment (income) loss, net | 342,428 | 100,163 | 242,265 | 241.9 | % | |||||||||||||||||||||
Asset impairments | 1,009,769 | 586,017 | 423,752 | 72.3 | % | |||||||||||||||||||||
| Executive search and transition costs | 1,355 | 613 | 742 | 121.0 | % | |||||||||||||||||||||
Legal settlement of alleged patent infringement | — | 2,800 | (2,800) | (100.0) | % | |||||||||||||||||||||
| MBI integration costs | 3,824 | — | 3,824 | NM | ||||||||||||||||||||||
| Other (income) expense, net | 475,605 | (59,026) | 534,631 | NM | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 516,588 | $ | 607,781 | $ | (91,193) | (15.0) | % | ||||||||||||||||||
NM = Not meaningful.
Financial Condition: Liquidity and Capital Resources
Liquidity
Our primary funding requirements are for our ongoing operations, capital expenditures, the MBI Acquisition (discussed below) and debt repayment. We believe that our existing cash balances, our Senior Credit Facilities and operating cash flows will provide adequate support for these funding requirements that are expected to arise within 12 months from the filing of this Quarterly Report on Form 10-Q. If the MBI Acquisition is consummated, MBI’s $22.0 million of outstanding borrowings under a revolving credit facility will come due August 2027. Beyond the next 12 months, additional significant amounts of indebtedness will come due at varying times over the subsequent 12-month period, namely: (i) if the MBI Acquisition is consummated, MBI’s $916.2 million of outstanding term loans maturing on November 12, 2027, (ii) our $1.25 billion revolving credit facility maturing in February 2028 (of which $1.05 billion was drawn and outstanding as of September 30, 2026), (iii) our $345.0 million of 1.125% convertible notes due 2028 maturing in March 2028 and (iv) our $694.3 million of outstanding Term Loan B-4 maturing in May 2028. Our existing sources of liquidity and cash flows from operations will be insufficient to repay the debt described above on the applicable maturity dates. Our ability to address these forthcoming debt maturities primarily will depend on our ability to consummate one or more financing transactions and/or to extend the maturity date of the relevant debt through a consensual amendment and extension transaction with the relevant holders of the debt, which transactions are not entirely in our control. We have been and continue to be engaged in discussions to raise capital and address certain of our debt maturities. However, we make no assurances that we will be able to consummate any financing transactions. While we were in compliance with our financial covenants as of September 30, 2026, and expect to remain in compliance for the next 12 months, we may not be able to maintain compliance if operating performance deteriorates or market conditions worsen, particularly if we do not consummate any financing transactions. If we breach a financial covenant and are unable to obtain an amendment or waiver from the applicable lenders or bondholders, the breach could result in an event of default under the terms of our indebtedness and permit our creditors to accelerate repayment of such debt and potentially trigger acceleration of other debt under applicable cross-default or cross-acceleration provisions. If we become obligated to close the MBI Acquisition and are unable to address our forthcoming debt maturities, it is possible that we will not consummate the MBI Acquisition, which could result in a breach under the purchase agreement for the MBI Acquisition and MBI’s limited liability company agreement. In that event, we could become subject to claims by other members of MBI seeking monetary damages and/or specific performance of our obligations under the purchase agreement for the MBI Acquisition, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we are unable to consummate a financing transaction and address near-term debt maturities on acceptable terms or at all, or if a default occurs under our debt instruments that we are unable to timely cure, it may become necessary for us to seek relief under Chapter 11 of the U.S. Bankruptcy Code.
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We intend to hold MBI separate from the balance of our operations to preserve flexibility and mitigate adverse impacts to us in the event that the MBI Acquisition is consummated and MBI’s revolver borrowings and term loans are unable to be refinanced or restructured prior to their respective maturity dates. Over the next 12 months, our ability to utilize the funding sources mentioned previously to fund ongoing operations, make capital expenditures, complete the MBI Acquisition and repay debt 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.
From November 2020 to June 30, 2024, we held a call option to purchase all but not less than all of the remaining equity interests in MBI, a data, video and voice services provider in which we acquired an approximately 45% equity interest in November 2020, that we did not already own between January 1, 2023 and June 30, 2024. The call option expired unexercised on June 30, 2024. Further, 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 did not already own between July 1, 2025 and September 30, 2025.
In December 2024, we amended our agreement with MBI, to, among other things, (i) reinstate the expired call option to acquire the Call Option; (ii) amend the put option to establish the Put Option; (iii) require us to make the Upfront Payment, which was paid on December 20, 2024; and (iv) provide for the other members of MBI to immediately receive, indirectly, the New MBI Debt. The Put Price payable by us upon the closing of the Put Option exercise was calculated under a formula based on a multiple of MBI’s adjusted EBITDA for the twelve-month period ended June 30, 2025, and MBI’s total net indebtedness. The aggregate amount of the Upfront Payment and the impact of the New MBI Debt reduced the Put Price payable upon the closing of the Put Option exercise and the impact of the New MBI Debt (and the associated interest and fees) was excluded from the calculation of MBI's total net indebtedness for purposes of determining such purchase price. The Put Option was exercised on January 2, 2026 and the terms of the Put Option contemplated that the transaction would close on or before October 1, 2026.
In June 2026, we commenced an offer (the “MBI Term Loan Exchange Offer”) to the term lenders under MBI’s credit agreement to exchange their MBI term loans for a combination of cash and new debt of the Company. As of the expiration of the MBI Term Loan Exchange Offer, we received irrevocable lender acceptances from MBI lenders holding approximately 34% of all outstanding MBI term loans. We did not consummate the MBI Term Loan Exchange Offer.
On October 1, 2026, we and certain affiliates of GTCR LLC agreed to extend the previously anticipated October 1, 2026 closing date of the MBI Acquisition to October 9, 2026. On October 9, 2026, the United States District Court for the Southern District of New York entered an ex parte temporary restraining order that temporarily prohibits us from consummating the MBI Acquisition. The action was commenced by CoBank, a lender under our existing credit agreement. The complaint alleges that our payment of the purchase price for the MBI Acquisition would constitute a constructive fraudulent transfer. CoBank is seeking, among other things, an injunction prohibiting us from closing the MBI Acquisition. On October 13, 2026, we responded to, and simultaneously moved to dissolve, the TRO on the basis that CoBank failed to establish a basis for injunctive relief. A hearing on that motion and on the TRO is currently scheduled for November 13, 2026. On November 2, 2026, we received a letter from MBI and GTCR Fund XII/B LP, Mega Broadband Splitter LP, and GTCR Co-Invest XII LP (collectively, the “GTCR Investors”) alleging that we and Major Merger Sub LLC (“Merger Sub”) breached our obligations under: (i) the Third Amended and Restated Limited Liability Company Agreement dated as of December 20, 2024 by and among MBI and the Unitholders; and (ii) the Purchase Agreement dated as of January 3, 2026, by and among us, Merger Sub, MBI, Mega Broadband Blocker, LLC, GTCR Fund XII/C LP, and GTCR Fund XII/B LP (collectively, the “Agreements”). Specifically, MBI and the GTCR Investors allege that we and Merger Sub failed to use our reasonable best efforts to contest and resist the CoBank Action, and to have the related TRO vacated or lifted as promptly as practicable. MBI and the GTCR Investors have indicated that they may seek to intervene in the CoBank Action as soon as November 6, 2026. We believe that these claims are without merit and are prepared to vigorously dispute such claims to the extent litigation arises. Under the terms of the purchase agreement, we are not obligated to close the MBI Acquisition if and for so long as any legal restraint prohibiting the closing (including the TRO) is in effect. Although we have sufficient liquidity to satisfy the purchase price for the MBI Acquisition in full if the TRO is dissolved, we currently intend to coordinate any payment of the purchase price with the closing of one or more financing transactions that address at least some of our outstanding debt maturities. We have been and continue to be engaged in discussions to raise capital and address our near-term debt maturities. However, we make no assurances that we will be able to consummate any financing transactions.
The following tables summarize select operating and financial metrics for MBI (dollar amounts in thousands):
| As of September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Change | % Change | |||||||||||||||||||||||
| Total data PSUs | 194,354 | 209,186 | (14,832) | (7.1) | % | |||||||||||||||||||||
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| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Residential data revenues | $ | 39,208 | $ | 44,599 | $ | (5,391) | (12.1) | % | ||||||||||||||||||
| Total residential revenues | $ | 50,661 | $ | 58,323 | $ | (7,662) | (13.1) | % | ||||||||||||||||||
| Total business services revenues | $ | 19,541 | $ | 18,976 | $ | 565 | 3.0 | % | ||||||||||||||||||
| Total revenues | $ | 70,202 | $ | 77,300 | $ | (7,098) | (9.2) | % | ||||||||||||||||||
Operating expenses(1) | $ | 34,621 | $ | 35,218 | $ | (597) | (1.7) | % | ||||||||||||||||||
| Capital expenditures | $ | 18,557 | $ | 17,147 | $ | 1,410 | 8.2 | % | ||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Residential data revenues | $ | 121,738 | $ | 136,136 | $ | (14,398) | (10.6) | % | ||||||||||||||||||
| Total residential revenues | $ | 157,362 | $ | 176,712 | $ | (19,350) | (11.0) | % | ||||||||||||||||||
| Total business services revenues | $ | 57,829 | $ | 56,440 | $ | 1,389 | 2.5 | % | ||||||||||||||||||
| Total revenues | $ | 215,191 | $ | 233,153 | $ | (17,962) | (7.7) | % | ||||||||||||||||||
Operating expenses(1) | $ | 107,022 | $ | 102,405 | $ | 4,617 | 4.5 | % | ||||||||||||||||||
| Capital expenditures | $ | 55,780 | $ | 52,718 | $ | 3,062 | 5.8 | % | ||||||||||||||||||
(1)Excludes depreciation and amortization expense and gain on disposal of assets.
The amounts within the tables above are derived from financial information obtained from MBI. The accounting and reporting methodologies used by MBI when determining the amounts above may differ from the accounting and reporting methodologies used by us when determining the comparable figures for our company. MBI's accounting and reporting methodologies will be aligned with ours after the acquisition is completed.
The Put Price for the equity interests of MBI that we do not already own was determined to be approximately $480 million. As of September 30, 2026, MBI had $22.0 million of revolver borrowings due August 11, 2027 and $916.2 million of outstanding term loans with a scheduled maturity of November 12, 2027.
The following table shows a summary of our net cash flows for the periods indicated (dollars in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 331,714 | $ | 417,793 | $ | (86,079) | (20.6) | % | ||||||||||||||||||
| Net cash used in investing activities | (172,756) | (78,477) | (94,279) | 120.1 | % | |||||||||||||||||||||
| Net cash provided by (used in) financing activities | 363,024 | (326,298) | 689,322 | (211.3) | % | |||||||||||||||||||||
| Change in cash and cash equivalents | 521,982 | 13,018 | 508,964 | NM | ||||||||||||||||||||||
| Cash and cash equivalents, beginning of period | 152,769 | 153,631 | (862) | (0.6) | % | |||||||||||||||||||||
| Cash and cash equivalents, end of period | $ | 674,751 | $ | 166,649 | $ | 508,102 | NM | |||||||||||||||||||
NM = Not meaningful.
The $86.1 million year-over-year decrease in net cash provided by operating activities was primarily attributable to a decrease in Adjusted EBITDA, partially offset by favorable changes in working capital.
The $94.3 million year-over-year increase in net cash used in investing activities was due primarily to a $132.8 million reduction in proceeds from sales of equity investments, partially offset by $42.0 million of proceeds received from the sale of fiber-to-the-tower contract rights during the first quarter of 2026.
The $689.3 million year-over-year change in net cash provided by (used in) financing activities was due primarily to a $678.4 million increase in net debt proceeds received and a $17.2 million dividend payment in the prior year that did not recur.
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On May 20, 2022, the Board authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock). We had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of September 30, 2026. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions, and we may opportunistically and prudently consider buying back shares under our remaining share repurchase authorization. The size and timing of any additional purchases are based on a number of factors, including share price, trading levels and business and market conditions. Since we first became publicly traded in 2015 through September 30, 2026, we have repurchased 646,244 shares of our common stock at an aggregate cost of $556.9 million. We did not repurchase any shares during the nine months ended September 30, 2026 or 2025.
Financing Activity
Senior Credit Facilities
The Credit Agreement provides for the Term Loan B-2, the Term Loan B-3, the Term Loan B-4 and the Revolving Credit Facility. The Revolving Credit Facility also gives us the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility.
Under the Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at our option, equal to either SOFR or a base rate, plus an applicable margin equal to, (i) with respect to the Revolving Credit Facility, 1.25% to 1.75% plus a 10 basis point credit spread adjustment for SOFR loans and 0.25% to 0.75% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on our Total Net Leverage Ratio, (ii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.25% plus a 10 basis point credit spread adjustment for SOFR loans and 1.25% for base rate loans and (iii) with respect to the Term Loan B-4, 2.0% plus an approximately 11.4 to 42.8 basis point credit spread adjustment based on the interest period elected for SOFR loans and 1.0% for base rate loans.
In September 2026, we borrowed $700.0 million under the Revolving Credit Facility and subsequently repaid $200.0 million of such borrowings. During the nine months ended September 30, 2026, we borrowed $575.0 million under the Revolving Credit Facility to fund the repayment in full of the 2026 Notes on the final maturity date thereof and subsequently repaid $25.0 million of such borrowings. Also during the nine months ended September 30, 2026, we paid $37.2 million to retire $40.2 million of the outstanding principal of the Term Loan B-4, recognizing $2.8 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss), respectively. No such retirements occurred during the three months ended September 30, 2026.
As of September 30, 2026, we had $1.05 billion of borrowings outstanding under the Revolving Credit Facility that bore interest at an average rate of 6.7% per annum, and $200.0 million of nominal availability under the Revolving Credit Facility. No letters of credit were issued under the Revolving Credit Facility as of September 30, 2026. A summary of our outstanding term loans as of September 30, 2026 is as follows (dollars in thousands):
| Instrument | Draw Date(s) | Original Principal | Amortization Per Annum(1) | Outstanding Principal | Final Scheduled Maturity Date | Final Scheduled Principal Payment | Benchmark Rate | Fixed Margin | Interest Rate | |||||||||||||||||||||||||||||||||||||||||||||||
| Term Loan B-2 | 1/7/2019 | $ | 250,000 | 1.0% | $ | 231,250 | 10/30/2029(2) | $ | 223,750 | SOFR + 10.0 bps | 2.25% | 6.25% | ||||||||||||||||||||||||||||||||||||||||||||
| Term Loan B-3 | 6/14/2019 10/30/2020 2/22/2023 | 325,000 300,000 150,000 | 1.0% | 727,927 | 10/30/2029(2) | 704,695 | SOFR + 10.0 bps | 2.25% | 6.25% | |||||||||||||||||||||||||||||||||||||||||||||||
| Term Loan B-4 | 5/3/2021 | 800,000 | 1.0% | 694,262 | 5/3/2028 | 683,271 | SOFR + 11.4 bps | 2.00% | 6.02% | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,825,000 | $ | 1,653,439 | $ | 1,611,716 | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment). All loans may be prepaid at any time without penalty or premium (subject to customary SOFR breakage provisions).
(2)The final maturity date of the Term Loan B-2 and the Term Loan B-3, in each case, will adjust to May 3, 2028 if greater than $150.0 million aggregate principal amount of the Term Loan B-4 (together with any refinancing indebtedness in respect of the Term Loan B-4 with a final maturity date prior to the date that is 91 days after October 30, 2029) remains outstanding on May 3, 2028.
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On October 8, 2026, we borrowed the remaining $200.0 million available under the Revolving Credit Facility.
Senior Notes
In November 2020, we completed the offering of $650.0 million aggregate principal amount of the Senior Notes. The Senior Notes bear interest at a rate of 4.00% per annum payable semiannually in arrears on May 15th and November 15th of each year, beginning on May 15, 2021. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of our existing and future wholly owned domestic subsidiaries that guarantee our obligations under our Senior Credit Facilities or that guarantee certain of our Notes in an aggregate principal amount in excess of $250.0 million.
During the nine months ended September 30, 2026, we repurchased $79.4 million aggregate principal amount of outstanding Senior Notes for $51.9 million, recognizing $26.9 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss). No such repurchases occurred during the three months ended September 30, 2026.
Convertible Notes
In March 2021, we completed the Convertible Notes offering of $575.0 million aggregate principal amount of 2026 Notes and $345.0 million aggregate principal amount of 2028 Notes. The Convertible Notes are senior unsecured obligations of ours and are guaranteed by our wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities or that guarantee certain of our Notes in an aggregate principal amount in excess of $250.0 million. The 2026 Notes did not bear regular interest, and the principal amount of the 2026 Notes did not accrete. The 2028 Notes bear interest at a rate of 1.125% per annum. Interest on the 2028 Notes is payable semiannually in arrears on March 15th and September 15th of each year, beginning on September 15, 2021, unless earlier repurchased, converted or redeemed. The 2026 Notes matured on March 15, 2026 and were repaid in full with borrowings under the Revolving Credit Facility, and the 2028 Notes are scheduled to mature on March 15, 2028. The initial conversion rate of the 2028 Notes is 0.4394 shares of our common stock per $1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of $2,275.83 per share of common stock). The initial conversion price of the 2028 Notes represents a premium of 25.0% over the last reported sale price of $1,820.83 per share of our common stock on March 2, 2021. The 2028 Notes are convertible at the option of the holders. The method of conversion into cash, shares of our common stock or a combination thereof is at our election.
Other Debt-Related Information
Unamortized debt issuance costs consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Revolving Credit Facility portion: | ||||||||||||||
| Other noncurrent assets | $ | 1,730 | $ | 4,030 | ||||||||||
| Term loans and Notes portion: | ||||||||||||||
| Long-term debt (contra account) | 10,044 | 14,416 | ||||||||||||
| Total | $ | 11,774 | $ | 18,446 | ||||||||||
We recorded debt issuance cost amortization of $1.2 million for both the three months ended September 30, 2026 and 2025 and $4.5 million and $3.7 million for the nine months ended September 30, 2026 and 2025, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).
The unamortized debt discount associated with the Convertible Notes was $1.9 million and $3.4 million as of September 30, 2026 and December 31, 2025, respectively. We recorded debt discount amortization of $0.3 million and $1.1 million for the three months ended September 30, 2026 and 2025, respectively, and $1.6 million and $3.2 million for the nine months ended September 30, 2026 and 2025, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).
We have entered into a separate letter of credit agreement which provides for an additional $75.0 million of letter of credit issuing capacity, of which $8.4 million was utilized as of September 30, 2026.
While we were in compliance with all debt covenants as of September 30, 2026, and expect to remain in compliance for the next 12 months, we may not be able to maintain compliance if operating performance deteriorates or market conditions worsen, particularly if we do not consummate any financing transactions.
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We are party to two interest rate swap agreements to convert our interest payment obligations with respect to an aggregate of $1.2 billion of our variable rate SOFR indebtedness to a fixed rate. Under the first swap agreement, with respect to a notional amount of $850.0 million, our monthly payment obligation is determined at a fixed base rate of 2.595%. Under the second swap agreement, with respect to a notional amount of $350.0 million, our monthly payment obligation is determined at a fixed base rate of 2.691%. Both interest rate swap agreements are scheduled to mature in the first quarter of 2029 but each may be terminated prior to the scheduled maturity at our election or that of the financial institution counterparty under the terms provided in each swap agreement. We recognized income of $3.3 million and $5.2 million on interest rate swaps during the three months ended September 30, 2026 and 2025, respectively, and $9.6 million and $15.5 million for the nine months ended September 30, 2026 and 2025, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).
Refer to notes 9 and 11 to our audited consolidated financial statements included in the 2025 Form 10-K and notes 8, 9 and 17 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for further details regarding our financing activity, outstanding debt and interest rate swaps.
Capital Expenditures
We have significant ongoing capital expenditure requirements as well as capital enhancements associated with acquired operations and the expansion of our high-capacity network. Capital expenditures are funded primarily by cash on hand and cash flows from operating activities.
Our capital expenditures by category for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Customer premise equipment(1) | $ | 27,130 | $ | 16,976 | $ | 66,890 | $ | 44,648 | ||||||||||||||||||
Commercial(2) | 4,210 | 3,035 | 10,642 | 13,711 | ||||||||||||||||||||||
Scalable infrastructure(3) | 4,903 | 6,804 | 19,292 | 23,197 | ||||||||||||||||||||||
Line extensions(4) | 10,057 | 18,076 | 37,843 | 49,963 | ||||||||||||||||||||||
Upgrade/rebuild(5) | 8,408 | 4,017 | 18,041 | 11,678 | ||||||||||||||||||||||
Support capital(6) | 23,204 | 22,857 | 67,630 | 68,072 | ||||||||||||||||||||||
| Total | $ | 77,912 | $ | 71,765 | $ | 220,338 | $ | 211,269 | ||||||||||||||||||
(1)Customer premise equipment includes costs incurred at customer locations, including installation costs and customer premise equipment (e.g., modems and set-top boxes).
(2)Commercial includes costs related to securing business services customers and PSUs, including small and medium-sized businesses and enterprise customers.
(3)Scalable infrastructure includes costs not related to customer premise equipment to secure growth of new customers and PSUs or provide service enhancements (e.g., headend equipment).
(4)Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
(5)Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.
(6)Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles) and capitalized internal labor costs not associated with customer installation activities.
Contractual Obligations and Contingent Commitments
As of September 30, 2026, with the exception of debt activity (refer to note 8 of the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the updated future maturities of outstanding borrowings table), there have been no material changes to the contractual obligations and contingent commitments previously disclosed in the 2025 Form 10-K.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements or financing arrangements with special-purpose entities.
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Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
An accounting policy is considered to be critical if it is important to our results of operations and financial condition and if it requires management’s most difficult, subjective and complex judgments in its application.
Except as set forth below, there have been no material changes to our critical accounting policy and estimate disclosures described in our 2025 Form 10-K.
Impairment Assessments
During each of the second and third quarters of 2026, we determined that a triggering event had occurred that required interim impairment assessments of our indefinite-lived intangible assets and goodwill as a result of the decline in the price of our common stock during the three months ended June 30, 2026 and September 30, 2026, respectively.
We performed qualitative assessments of events and changes in circumstances that occurred since the last impairment assessments of our long-lived assets, consisting primarily of our finite-lived customer relationship intangible assets and property, plant and equipment. Based on such results, and given the accelerated basis on which nearly all of our customer relationship assets are amortized, as well as the use of undiscounted versus discounted cash flows, we concluded that none of our long-lived assets were impaired as of June 30, 2026 or September 30, 2026.
We performed quantitative impairment assessments of our indefinite-lived franchise agreements intangible asset as of June 30, 2026 and September 30, 2026 and determined that the fair value of such asset was less than its existing carrying value at each date, resulting in non-cash impairment charges of $526.0 million and 159.0 million during the three months ended June 30, 2026 and September 30, 2026, respectively. The declines in fair value were a result of reduced estimated future cash flows due to increased competition in certain of our markets. Fair values were determined using the multi-period excess earnings method of the income approach whose significant inputs and assumptions include forecasted revenues, subscriber attrition rates, margins, capital expenditures, contributory asset charges, income tax rates, long-term growth rates and a discount rate. For the June 30, 2026 valuation, a 100 basis point increase in the calculated discount rate would decrease the resulting fair value by $116 million, while a 100 basis point decrease would increase fair value by $194 million. For the September 30, 2026 valuation, a 100 basis point increase in the calculated discount rate would decrease the resulting fair value by $168 million, while a 100 basis point decrease would increase fair value by $159 million.
We also performed quantitative goodwill impairment assessments as of June 30, 2026 and September 30, 2026 and determined that, after making the adjustments for the asset impairments discussed above, the implied fair value of goodwill was below its existing carrying value at each date, resulting in non-cash impairment charges of $71.7 million and 253.1 million during the three months ended June 30, 2026 and September 30, 2026, respectively. Fair values were determined using i) the discounted cash flow method of the income approach, whose significant inputs and assumptions include forecasted revenues, margins, capital expenditures, working capital levels, income tax rates, long-term growth rates and a discount rate and ii) the guideline public company method of the market approach, whose significant inputs and assumptions include the identification of appropriate market participants; consensus earnings before interest, taxes, depreciation and amortization estimates; and the selection of enterprise value multiples. For the June 30, 2026 valuation, a 100 basis point increase in the calculated discount rate would decrease the resulting fair value by $150 million, while a 100 basis point decrease would increase fair value by $183 million and a 1.0x change in selected multiple would change the resulting fair value by $332 million. For the September 30, 2026 valuation, a 100 basis point increase in the calculated discount rate would decrease the resulting fair value by $122 million, while a 100 basis point decrease would increase fair value by $146 million and a 1.0x change in selected multiple would change the resulting fair value by $295 million.
We may record additional impairments in future periods should estimated future cash flows decline, discount rates increase and/or our stock price continues to decline, indicating fair values may have fallen below carrying values. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates, which could materially impact the determination of fair value or impairment, or both.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential loss arising from changes in market rates and prices. There have been no material changes to the market risk disclosures described in the 2025 Form 10-K other than as set forth below.
The 2026 Notes matured on March 15, 2026 and were repaid using proceeds from borrowings under the Revolving Credit Facility, which matures in February 2028. As of September 30, 2026, we had $502.6 million and $345.0 million aggregate principal amount of the Senior Notes and 2028 Notes, respectively, outstanding. The Senior Notes and 2028 Notes are based on fixed rates and changes in interest rates could impact the fair market value of such notes. As of September 30, 2026, the fair market values of the Senior Notes and 2028 Notes were $121.9 million and $101.8 million, respectively.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management is responsible for establishing and maintaining adequate disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is accumulated and communicated to management, including the Company’s CEO and Chief Financial Officer ("CFO"), as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Company’s management, including the Company’s CEO and CFO, the Company carried out an evaluation as of September 30, 2026 of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon this evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In January 2026, certain other investors in MBI exercised the Put Option and the Company entered into a purchase agreement, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company would acquire the remaining approximately 55% equity interests in MBI that it does not already own.
As of September 30, 2026, the terms of the Put Option contemplated that the transaction would close on or before October 1, 2026. On October 1, 2026, the Company and certain affiliates of GTCR LLC agreed to extend the previously anticipated October 1, 2026 closing date of the MBI Acquisition to October 9, 2026. On October 9, 2026, the United States District Court for the Southern District of New York entered a temporary restraining order that temporarily prohibits the Company from consummating the MBI Acquisition. The action was commenced by CoBank, ACB, a lender under the Company’s existing credit agreement. The complaint alleges that the Company’s payment of the purchase price for the MBI Acquisition would constitute a constructive fraudulent transfer. CoBank is seeking, among other things, an injunction prohibiting the Company from closing the MBI Acquisition. On October 13, 2026, the Company responded to, and simultaneously moved to dissolve, the TRO on the basis that CoBank failed to establish a basis for injunctive relief. A hearing on that motion and on the TRO is currently scheduled for November 13, 2026.
Although the outcome of this proceeding cannot be predicted and the impact of the final resolution of this proceeding on the Company’s results of operations in any particular subsequent reporting period is not known, at this time, management does not believe that the claims made by CoBank will have a material adverse effect on the operations or financial position of the Company or the ability of the Company to meet its financial obligations as they become due. However, litigation is subject to inherent uncertainties, and there can be no assurance regarding the timing or ultimate outcome of this proceeding, which may differ from management’s current expectations. On November 2, 2026, the Company received a letter from MBI and GTCR Fund XII/B LP, Mega Broadband Splitter LP, and GTCR Co-Invest XII LP (collectively, the “GTCR Investors”) alleging that the Company and Major Merger Sub LLC (“Merger Sub”) breached their obligations under: (i) the Third Amended and Restated Limited Liability Company Agreement dated as of December 20, 2024 by and among MBI and the Unitholders; and (ii) the Purchase Agreement dated as of January 3, 2026, by and among the Company, Merger Sub, MBI, Mega Broadband Blocker, LLC, GTCR Fund XII/C LP, and GTCR Fund XII/B LP (collectively, the “Agreements”). Specifically, MBI and the GTCR Investors allege that the Company and Merger Sub failed to use their reasonable best efforts to contest and resist the CoBank Action, and to have the related TRO vacated or lifted as promptly as practicable. MBI and the GTCR Investors have indicated that they may seek to intervene in the CoBank Action as soon as November 6, 2026. The Company believes that these claims are without merit and is prepared to vigorously dispute such claims to the extent litigation arises.
ITEM 1A. RISK FACTORS
Our Annual Report on Form 10-K for the year ended December 31, 2025 includes “Risk Factors” under Item 1A of Part 1. Other than outlined below, there have been no material changes to the risk factors set forth therein.
We may not realize any benefits from the MBI Acquisition, and MBI's substantial indebtedness maturing in November 2027, and risks relating to our intention to hold MBI separate from the balance of our operations following any closing of the MBI Acquisition, could adversely affect MBI’s business, financial condition and results of operations and our consolidated financial condition and results of operations.
If the TRO is dissolved and the MBI Acquisition is consummated, we may not realize any financial, operational or strategic benefits from the MBI Acquisition. The costs, indebtedness and other financial obligations (including tax liabilities) associated with the MBI Acquisition are substantial and may outweigh any benefits potentially available from full ownership of MBI. Even if MBI is able to refinance or restructure its indebtedness, the resulting debt service requirements, restrictions on its operations and other financial obligations on MBI may substantially diminish, if not eliminate altogether, any economic benefits that we might otherwise realize from the MBI Acquisition.
As of September 30, 2026, the additional equity interests of MBI to be acquired as part of the MBI Acquisition are of uncertain value in light of MBI’s recent financial performance, valuation multiples of comparable businesses and MBI’s outstanding indebtedness. If MBI’s term loans are not refinanced or restructured prior to its November 12, 2027 maturity date, MBI may be required to file for bankruptcy. We cannot assure you that MBI will be able to refinance or restructure its indebtedness on satisfactory terms or at all. Any developments regarding MBI’s indebtedness could materially adversely affect MBI’s business, financial condition and results of operations and, following consummation of the MBI Acquisition, adversely affect our consolidated financial condition and results of operations.
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If the MBI Acquisition is consummated, the Company intends to hold MBI separate from the balance of its operations to preserve flexibility and mitigate adverse impacts to the Company in the event MBI’s term loans are unable to be refinanced or restructured prior to the November 12, 2027 maturity date. Although MBI is expected to continue operating as a separate business, there can be no assurance that maintaining MBI's operations, financing arrangements and assets separately from our existing business will be sufficient to insulate either business from adverse financial developments affecting the other. Measures intended to maintain such separation could restrict our ability to access or transfer cash and other assets between MBI and us and our existing subsidiaries, provide financial support to MBI or otherwise deploy resources across our consolidated business. Such measures will also limit our ability to achieve operating efficiencies, economies of scale or other benefits that might otherwise be available through the integration of MBI with our existing business. Further, in the event of an MBI bankruptcy or other restructuring there can be no assurance that any measures intended to maintain MBI's separateness would prevent adverse consequences for our existing business or protect our assets from claims asserted by MBI’s creditors or other third parties.
The pending litigation relating to the MBI Acquisition and any similar proceedings could result in significant costs, delay or prevent the consummation of the MBI Acquisition and adversely affect our business, financial condition and results of operations.
In addition to the CoBank Action and the resulting TRO and the November 2, 2026 letter from MBI and the GTCR investors, we have received written correspondence from counsel to a group of the Company's creditors threatening to assert claims substantially similar to those alleged by CoBank. There can be no assurance that the CoBank action or any other litigation or legal proceedings raising similar or additional claims will be resolved in our favor. In addition, even if the TRO is dissolved, CoBank (or our other creditors) may pursue litigation against us if the MBI Acquisition is consummated. An adverse outcome in any such proceedings could result in additional injunctive relief, damages, significant legal expenses, further delay or prevent consummation of the MBI Acquisition and the contemplated financing transactions, or otherwise impair our ability to refinance our existing indebtedness. Any of these developments could materially adversely affect our financial condition and results of operations.
We have incurred substantial indebtedness and the degree to which we are now leveraged, together with the substantial indebtedness of MBI, may have a material adverse effect on our business, financial condition or results of operations and cash
flows.
We currently have a substantial amount of indebtedness, including significant debt obligations scheduled to mature at various times in 2028, which could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, strategic investments, the MBI Acquisition, debt service requirements or other purposes. Our substantial indebtedness also increases our vulnerability to adverse economic, market and industry conditions, limits our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and places us at a disadvantage in relation to our competitors that have lower debt levels. If the MBI Acquisition is consummated, MBI’s significant indebtedness maturing on November 12, 2027 will increase our total consolidated indebtedness and could increase the risks described above.
Our ability to make payments on and to refinance our indebtedness as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors, most of which are beyond our control. We have been and continue to be engaged in discussions to raise capital and address certain of our future debt maturities and the purchase price for the MBI Acquisition. However, we make no assurances that we will be able to consummate any financing transactions. If we become obligated to close the MBI Acquisition and are unable to address our forthcoming debt maturities, it is possible that we will not consummate the MBI Acquisition, which could result in a claim of breach under the purchase agreement for the MBI Acquisition and MBI’s limited liability company agreement. In that event, we could become subject to claims by other members of MBI seeking monetary damages and/or specific performance of our obligations under the purchase agreement for the MBI Acquisition, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we are unable to complete the contemplated financing transactions or to generate sufficient cash flow in the future to meet our commitments, we may be required to augment our business plans to prioritize initiatives designed to meet our near term commitments rather than grow our business, including selling assets or operations that we would not otherwise seek to sell and/or curtail our capital expenditures and forgo potentially attractive growth opportunities. We cannot assure you that any such initiatives could be implemented on a timely basis or on satisfactory terms, or that they would enable us to satisfy our debt obligations and other capital requirements. Moreover, our existing debt agreements contain, and our future debt agreements will contain, restrictive covenants that may limit our ability to pursue our business objectives. Any failure to comply with these covenants or repay our indebtedness when due could result in an event of default and, if not cured or waived, the acceleration of our outstanding indebtedness and the exercise of remedies by our creditors.
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The terms of our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations, and could limit our ability to refinance our existing indebtedness.
The terms of our indebtedness include a number of restrictive covenants that impose significant operating and financial restrictions on us and limit our ability to engage in actions that may be in our long-term best interests and the terms of any new indebtedness we may incur are anticipated to include restrictive covenants that will be even more restrictive than the restrictive covenants in our existing debt agreements. These restrictions could impair our ability to address our upcoming debt maturities by limiting the amount and terms of the indebtedness we may incur. Following the MBI Acquisition, MBI’s debt agreements will also impose restrictions on its operations and financial flexibility, which may limit our ability to manage the financial obligations of MBI. These covenants may restrict our ability to take some or all of the following actions:
•incur or guarantee additional indebtedness or sell disqualified or preferred stock;
•pay dividends on, make distributions in respect of, repurchase or redeem, capital stock;
•make acquisitions or investments;
•sell, transfer or otherwise dispose of certain assets;
•create or allow to exist liens;
•enter into sale/leaseback transactions;
•enter into agreements restricting the ability to pay dividends or make other intercompany transfers;
•consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;
•enter into transactions with affiliates;
•prepay, repurchase or redeem certain kinds of indebtedness;
•issue or sell stock of our subsidiaries; and/or
•significantly change the nature of our business.
As a result of all of these restrictions, we may be:
•limited in how we conduct our business and pursue our strategy;
•unable to raise additional debt financing to operate during general economic or business downturns; and/or
•unable to compete effectively or to take advantage of new business opportunities, including acquisitions and strategic investments.
A breach of any of these covenants, if applicable, could result in an event of default under the terms of our indebtedness. We may be required to seek amendments or waivers of certain covenants in connection with our efforts to refinance or restructure our indebtedness, and there can be no assurance that those amendments or waivers will be available on acceptable terms or at all. If an event of default occurs under any of our debt agreements, the applicable lenders or bondholders would have the right to accelerate the repayment of such debt and the event of default or acceleration may result in the acceleration of the repayment of our debt to which a cross-default or cross-acceleration provision applies. Following the MBI Acquisition, a failure by MBI to comply with its debt covenants or repay its indebtedness when due could similarly result in an event of default under its debt agreements and the acceleration of its indebtedness. Any such default or acceleration could adversely affect MBI’s operations and its and our consolidated financial condition. Furthermore, we have pledged our assets as collateral for our repayment obligations under a portion of our indebtedness. If we were unable to repay any amount of this indebtedness when due and payable, the lenders of this indebtedness could proceed against the collateral that secures this indebtedness. Similarly, lenders under MBI’s secured debt agreements could exercise remedies against the assets securing MBI’s indebtedness if MBI defaults on its obligations. In the event our creditors accelerate the repayment of our borrowings, we may not have sufficient assets to repay such indebtedness and our financial condition will be materially negatively affected.
Our common stock could be delisted from the New York Stock Exchange, which could negatively affect the price and liquidity of our common stock and trigger a “fundamental change” under the indenture governing our convertible notes.
Our common stock is listed on the New York Stock Exchange (the "NYSE"), and in order to remain listed we are required to satisfy the NYSE's continued listing standards, including requirements regarding a minimum average closing share price and minimum average global market capitalization (or, in certain instances, a minimum average global market capitalization and minimum stockholders' equity). If our average global market capitalization is less than $50 million over a consecutive 30 trading-day period and, at the same time, our stockholders’ equity is less than $50 million, our common stock could be subject to delisting under Section 802.01B of the NYSE Listed Company Manual, if compliance is not regained during the applicable cure period available in certain situations under the NYSE’s rules. In addition, our common stock would be promptly delisted from NYSE if our average global market capitalization falls below $15 million over a consecutive 30 trading-day period, without any opportunity to cure.
As of September 30, 2026, our stockholders' equity was less than $50 million, and as of the date of this Quarterly Report our average global market capitalization is less than $50 million over a consecutive 30 trading-day period. Therefore, as of the date this Quarterly Report was filed, we are not in compliance with the continued listing standards under Section 802.01B of the NYSE Listed Company Manual.
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We intend to submit to the NYSE a plan to regain compliance with the listing standard described above during the applicable cure period, but we cannot assure you that our plan will be accepted by the NYSE or, if it is accepted, that we will regain compliance within the applicable cure period, or that we will continue to meet the NYSE's other continued listing standards. If our plan to regain compliance with the listing standard described above is not accepted, or is not timely submitted, the NYSE will initiate delisting procedures on our common stock. If our plan to regain compliance is accepted by the NYSE and we fail to comply with the plan as of any applicable compliance date, our common stock could be delisted. If our common stock is delisted by the NYSE, our common stock may be eligible to trade on an over-the-counter quotation system, such as the pink sheets or OTCQB market, where an investor may find it more difficult to sell our common stock or obtain accurate quotations as to the market value of our common stock. We cannot assure you that our common stock, if delisted from the NYSE, would be eligible to be listed on another national securities exchange or quoted on an over-the-counter quotation system.
A delisting could, among other things:
•make trading our common stock more difficult for investors, potentially leading to a decline in our share price and reduction of the trading volume and liquidity of our common stock;
•make it harder for stockholders to get a quote for the sale or purchase of our common stock;
•reduce the number of investors willing to hold or buy our common stock, including institutional investors whose investment guidelines restrict holdings of unlisted securities;
•reduce coverage by securities analysts and news media;
•trigger a “fundamental change” repurchase obligation under the indenture governing our convertible notes;
•make it harder for us to raise additional capital on acceptable terms, or at all;
•affect the acceptance of our common stock as currency or the value it is assigned by other parties; and
•harm our reputation with employees, customers, suppliers and business partners.
If a “fundamental change” is triggered under the indenture governing our convertible notes, the holders of the convertible notes will have the right, at their option, to require us to repurchase for cash their convertible notes at a repurchase price equal to 100% of the principal amount of the convertible notes to be repurchased, plus accrued and unpaid interest. If a “fundamental change” is triggered, we expect the holders of our convertible notes to require us to repurchase their convertible notes on these terms, based on the significant disparity between the par repurchase price upon a “fundamental change” and the recent trading price of the convertible notes. If that occurs, we may be unable to satisfy the repurchase obligation which would result in an event of default under the convertible notes indenture. Any event of default that occurs under our convertible notes indentures would also give rise to a cross-default under our credit agreement and, in certain instances, under our other debt agreements.
Any delisting of our common stock and the consequences thereof would have a material adverse effect on our business, financial condition and results of operations.
If we are unable to consummate a financing transaction and address near-term debt maturities on acceptable terms or at all, or if a default occurs under our debt instruments that we are unable to timely cure, it may become necessary for us to seek relief under Chapter 11 of the U.S. Bankruptcy Code.
If we are unable to consummate a financing transaction and address near-term debt maturities on acceptable terms or at all, or if a default occurs under our debt instruments that we are unable to timely cure, it may become necessary for us to seek relief under Chapter 11 of the U.S. Bankruptcy Code. Refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition: Liquidity and Capital Resources – Liquidity” in this Quarterly Report on Form 10-Q. If we seek relief under Chapter 11 of the U.S. Bankruptcy Code it would result in a variety of material adverse effects on our business, financial condition and results of operations and the trading of our common stock.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Certain information relating to common stock repurchases by the Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) under the Exchange Act during the three months ended September 30, 2026 was as follows (dollars in thousands, except per share data):
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| July 1, 2026 to July 31, 2026 | — | $ | — | — | $ | 143,104 | ||||||||||||||||||||
| August 1, 2026 to August 31, 2026 | — | $ | — | — | $ | 143,104 | ||||||||||||||||||||
| September 1, 2026 to September 30, 2026 | — | $ | — | — | $ | 143,104 | ||||||||||||||||||||
| Total | — | $ | — | — | ||||||||||||||||||||||
(1)On May 20, 2022, the Company's Board authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock) under the Share Repurchase Program, which was announced on May 23, 2022. The authorization does not have an expiration date. The Company had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of September 30, 2026. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions and the Company may opportunistically and prudently consider buying back shares under its remaining share repurchase authorization. The size and timing of any additional purchases are based on a number of factors, including share price, trading levels and business and market conditions.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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ITEM 6. EXHIBITS
Exhibit Number | Description | |||||||
| 10.1 | Heather McCallion Offer Letter dated July 22, 2026 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Cable One, Inc. filed on August 14, 2026).+ | |||||||
| 31.1 | Principal Executive Officer Certification required by Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |||||||
| 31.2 | Principal Financial Officer Certification required by Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |||||||
| 32 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |||||||
| 104 | The cover page of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL (included within the Exhibit 101 attachments). | |||||||
* Filed herewith.
** Furnished herewith.
+ Management contract or compensatory arrangement.
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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 thereunto duly authorized.
| Cable One, Inc. (Registrant) | |||||||||||
| By: | /s/ James A. Holanda | ||||||||||
| Name: | James A. Holanda | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
Date: November 5, 2026
| By: | /s/ Todd M. Koetje | ||||||||||
| Name: | Todd M. Koetje | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
Date: November 5, 2026
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