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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 14, 2026
Cable One, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
001-36863 |
13-3060083 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 210 E. Earll Drive, Phoenix, Arizona |
85012 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (602) 364-6000
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share |
|
CABO |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
August 14, 2026, Cable One, Inc. (the “Company”) announced that the Company’s Board of Directors (the “Board”)
has appointed Heather McCallion to serve as the Company’s Chief Operating Officer effective
as of her hire date, which is expected to be on or around August 24, 2026 (such date, the “Commencement Date”).
Ms.
McCallion, age 51, most recently served as Chief Experience Officer of WideOpenWest, Inc. since January 2026 and was an independent telecommunications
consultant from August 2025 to January 2026. Previously, she was a Vice President of Cogeco Inc. from July 2013 through July 2025 where
she served in various strategic operations roles at Breezeline (formerly Atlantic Broadband) with responsibility for general management,
business transformation, products and programming and content acquisition. Ms. McCallion has over 25 years of telecommunications and media
experience. She began her career at Starz where she spent three years, followed by 10 years at NBCUniversal, Inc. where she served in
various sales, content distribution and product strategy roles.
There
are no family relationships, as defined in Item 401(d) of Regulation S-K, between Ms. McCallion and any of the Company’s directors
or executive officers, or persons nominated or chosen to become a director or an executive officer. There is no arrangement or understanding
between Ms. McCallion and any other person pursuant to which she was selected as the Company’s Chief Operating Officer. Ms. McCallion
does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed under Item
404(a) of Regulation S-K.
In
connection with Ms. McCallion’s appointment as Chief Operating Officer, the Company
entered into an offer letter with her, dated July 22, 2026 (the “Offer Letter”) and effective as of the Commencement Date,
which provides Ms. McCallion with the following compensation and benefits, as approved by
the Compensation and Talent Management Committee of the Board: (i) an annual base salary
of $475,000; (ii) an annual target bonus equal to 90% of her annual base salary, pro-rated based on five months of participation in the
Company’s 2026 annual executive bonus plan and to be paid at no less than the target performance level for 2026; (iii) a one-time
grant of equity-based awards having an aggregate grant date fair market value of approximately $1,000,000, granted in the form of cash-settled
phantom service-based restricted stock units, which grant date shall be September 1, 2026 if the Commencement Date occurs before
such date, subject to service-based two-year proportional vesting; and (iv) beginning January 1,
2027, eligibility for annual equity-based award grants in accordance with the Company’s executive compensation program as described
in the Offer Letter and determined by the Compensation and Talent Management Committee of the Board.
The
foregoing is a summary of certain material terms of the Offer Letter and is qualified in its entirety by reference to the full text of
the Offer Letter, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Cautionary Statement
Regarding Forward-Looking Statements
This
current report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify forward-looking
statements by the words “anticipate,” “believe,” “can,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,”
“objective,” “outlook,” “plan,” “potential,” “predict,” “projection,”
“seek,” “should,” “target,” “trend,” “will,” “would” or
the negative version of these words or other comparable words. Any statements regarding the expected commencement date of the Chief Operating
Officer and any other statements that are not historical facts are forward-looking statements. Such forward-looking statements are subject
to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly, there
are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements.
These factors include, but are not limited to, the factors described under “Risk Factors” in the Company’s Annual Report
on Form 10-K for the period ended December 31, 2025 and the Company’s other filings with the Securities and Exchange Commission,
and uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed or
implied in any forward-looking statement. Each forward-looking statement contained herein speaks only as of the date of this current report,
and the Company undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future
developments or otherwise, except as required by law.
Item 7.01. Regulation
FD Disclosure.
On
August 14, 2026, the Company issued a press release announcing the matters described under Item
5.02 above. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto and incorporated by reference into
this Item 7.01.
The
information contained in this Item 7.01 as well as in Exhibit 99.1 hereto is furnished and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s
filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Item 9.01. Financial
Statements and Exhibits.
| Exhibit No. |
|
Description |
| |
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| 10.1 |
|
Offer Letter dated July 22, 2026 |
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| 99.1 |
|
Press Release issued by Cable One, Inc. dated August 14, 2026 |
| |
|
|
| 104 |
|
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Cable One, Inc. |
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By: |
/s/ Christopher J. Arntzen |
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Name: |
Christopher J. Arntzen |
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Title: |
Chief Legal Officer and Secretary |
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Date: August 14, 2026
Exhibit 99.1

FOR IMMEDIATE RELEASE
Cable One Strengthens Leadership Team to Support
Long-Term Growth
Company appoints Heather McCallion as Chief Operating
Officer
PHOENIX, Ariz. — August 14, 2026 — Cable One, Inc.
(NYSE: CABO) (the “Company” or “Cable One”), a leading broadband communications provider serving residential and
business customers across 24 states, today announced the appointment of Heather McCallion as Chief Operating Officer, with an expected start date of August 24, 2026.
As COO, McCallion will lead Cable One's operational strategy and execution,
overseeing residential sales and marketing, customer experience, customer care, field operations and digital transformation across all
regions. She will be responsible for executing the company's long-term strategy while advancing operational excellence across the organization.
McCallion brings more than 25 years of executive leadership
experience driving business transformation and growth across broadband and telecommunications companies. Most recently, she served
as Chief Experience Officer at WideOpenWest, Inc. (“WOW!”). Prior to joining WOW!, she held several executive leadership
roles at Breezeline (formerly Atlantic Broadband), including Vice President, General Manager of the company’s Florida markets
and Vice President of New Business & Business Transformation.
"Cable One has built an outstanding company because of its talented
associates and unwavering focus on customers," said McCallion. "I'm excited to build on that momentum, continue improving the
customer experience and ensure we're delivering the reliable, high-quality service our customers count on every day."
The appointment reflects Cable One's continued investment in experienced
leadership to execute its strategy, strengthen the customer experience and support future growth.
"Cable One's success has always been rooted in our people and
our commitment to customers,” said Jim Holanda, Cable One Chief Executive Officer. “I'm excited to welcome Heather to
the team. Her extensive experience will help us continue building a stronger company for our customers, associates and
shareholders."
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed
or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,”
“can,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“goal,” “intend,” “may,” “might,” “objective,” “outlook,” “plan,”
“potential,” “predict,” “projection,” “seek,” “should,” “target,”
“trend,” “will,” “would” or the negative version of these words or other comparable words. Any statements
regarding the expected commencement date of the Chief Operating Officer and any other statements that are not historical facts are forward-looking
statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that
are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results
to differ materially from those indicated in these statements. These factors include, but are not limited to, the factors described under
“Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 and the Company’s
other filings with the Securities and Exchange Commission, and uncertainties, assumptions and changes in circumstances that may cause
actual results to differ materially from those expressed or implied in any forward-looking statement. Each forward-looking statement contained
herein speaks only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking
statements whether as a result of new information, future developments or otherwise, except as required by law.
###
About Cable One
Cable One, Inc. (NYSE: CABO) is a leading broadband communications provider
delivering exceptional service and enabling approximately 1 million residential and business customers across 24 states to thrive and
stay connected to what matters most. Through Sparklight®, the brand our customers know and trust, we’re not just shaping the
future of connectivity – we’re transforming it with a commitment to innovation, reliability and customer experience at our
core.
Our robust infrastructure and cutting-edge technology don’t just
keep our customers connected; they help drive progress in education, business and everyday life. We’re dedicated to bridging the
digital divide, empowering our communities and fostering a more connected world. When our customers choose Cable One, they are choosing
a team that is always working for them – one that believes in the relentless pursuit of reliability, because being a trusted neighbor
isn’t just what we do – it’s who we are.
CONTACTS:
Trish Niemann
Vice President, Communications Strategy
patricia.niemann@cableone.biz
Todd Koetje
CFO
investor_relations@cableone.biz