Comcast (NASDAQ: CMCSA) completes exchange offers and issues 2037 notes

Rhea-AI Filing Summary

Comcast Corporation completed previously announced debt transactions involving several existing notes and new long-term debt. The company finished private exchange offers for certain outstanding Pool 1 Notes of various maturities in return for up to $1,750,000,000 in new Notes due 2037, alongside related cash tender offers for the same securities.

Through the exchange offers, Comcast issued $691,967,000 in aggregate principal amount of new notes bearing interest at 5.168% per year, maturing on January 15, 2037, with interest payable each January 15 and July 15 starting in 2026. The notes were issued under an existing indenture structure and are guaranteed on an unsecured, unsubordinated basis by Comcast Cable Communications, LLC and NBCUniversal. The new notes are unregistered and subject to transfer restrictions, but Comcast and the guarantors entered a registration rights agreement to pursue a registered exchange offer for substantially identical exchange notes without transfer limits or interest step-up features.

false 0001166691 0001166691 2025-10-02 2025-10-02 0001166691 CMCSA:ClassCommonStock0.01ParValueMember 2025-10-02 2025-10-02 0001166691 CMCSA:Sec0.000NotesDue2026Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec0.250NotesDue2027Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec1.500NotesDue2029Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec0.250NotesDue2029Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec0.750NotesDue2032Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec3.250NotesDue2032Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec1.875NotesDue2036Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec3.550NotesDue2036Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec1.250NotesDue2040Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec5.250NotesDue2040Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec5.50NotesDue2029Member 2025-10-02 2025-10-02 0001166691 CMCSA:Sec2.0ExchangeableSubordinatedDebenturesDue2029Member 2025-10-02 2025-10-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 

____________________________

FORM 8-K

____________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 2, 2025

Comcast Corporation

(Exact Name of Registrant
as Specified in its Charter)

Pennsylvania
(State or Other Jurisdiction of Incorporation)

001-32871		27-0000798
(Commission File Number)		(IRS Employer Identification No.)

One Comcast Center
Philadelphia, PA		19103-2838
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 286-1700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value		CMCSA		The Nasdaq Stock Market LLC
0.000% Notes due 2026		CMCS26		The Nasdaq Stock Market LLC
0.250% Notes due 2027		CMCS27		The Nasdaq Stock Market LLC
1.500% Notes due 2029		CMCS29		The Nasdaq Stock Market LLC
0.250% Notes due 2029		CMCS29A		The Nasdaq Stock Market LLC
0.750% Notes due 2032		CMCS32		The Nasdaq Stock Market LLC
3.250% Notes due 2032		CMCS32A		The Nasdaq Stock Market LLC
1.875% Notes due 2036		CMCS36		The Nasdaq Stock Market LLC
3.550% Notes due 2036		CMCS36A		The Nasdaq Stock Market LLC
1.250% Notes due 2040		CMCS40		The Nasdaq Stock Market LLC
5.250% Notes due 2040		CMCS40A		The Nasdaq Stock Market LLC
5.50% Notes due 2029		CCGBP29		New York Stock Exchange
2.0% Exchangeable Subordinated Debentures due 2029		CCZ		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant

The information required by this Item 2.03 relating to the New Notes, the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture (each as defined below) is set forth under Item 8.01 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

On October 2, 2025, Comcast Corporation (“Comcast” or the “Company”) completed the (i) previously announced private offers (the “Exchange Offers”) to exchange its 5.350% Notes due 2027, the 3.150% Notes due 2028 Notes, the 3.550% Notes due 2028, the 3.300% Notes due 2027 and the 5.100% Notes due 2029 (collectively, the “Pool 1 Notes”) for up to $1,750,000,000 in aggregate principal amount of the Company’s new Notes due 2037 (the “New Notes”) and (ii) the previously announced offers to purchase for cash all validly tendered and not validly withdrawn Pool 1 Notes (the “Cash Offers”).

Pursuant to the Exchange Offers, the Company issued $691,967,000 in aggregate principal amount of the New Notes. The New Notes will bear interest at a rate of 5.168% per year and will mature on January 15, 2037. The Company will pay interest on the New Notes on January 15 and July 15 of each year, beginning on January 15, 2026.

The New Notes were issued pursuant to an Indenture dated as of September 18, 2013 (the “Base Indenture”) among Comcast, the guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”), as

supplemented by the First Supplemental Indenture dated as of November 17, 2015 (the “First Supplemental Indenture”) among Comcast, the guarantors named therein and the Trustee and as further supplemented by the Second Supplemental Indenture dated as of July 29, 2022 (the “Second Supplemental Indenture”) among Comcast, the guarantors named therein and the Trustee, and an officers’ certificate issued pursuant thereto. The New Notes are guaranteed on an unsecured and unsubordinated basis by Comcast Cable Communications, LLC and NBCUniversal (the “Guarantors”).

The material terms and conditions of the New Notes are set forth (i) in the Form of Officers’ Certificate filed herewith as Exhibit 4.1, (ii) in the Base Indenture, filed as Exhibit 4.3 to Comcast’s Registration Statement on Form S-3, as amended, filed on September 18, 2013 (Reg. No 333-191239), (iii) in the First Supplemental Indenture, filed as Exhibit 4.4 to Comcast’s Post Effective Amendment No. 2 to Registration Statement on Form S-3, filed on November 23, 2015 (Reg. No 333-191239) and (iv) in the Second Supplemental Indenture, filed as Exhibit 4.4 to Comcast’s Registration Statement on Form S-3, filed on July 29, 2022 (Reg. No. 333-266390), each of which are incorporated by reference herein.

In connection with Comcast’s issuance of the New Notes, Comcast and the Guarantors entered into a registration rights agreement (the “Registration Rights Agreement”) with the joint lead dealer managers for the Exchange Offers, on behalf of themselves and each co-dealer manager for the Exchange Offers. Under the Registration Rights Agreement, the Company and the Guarantors agreed, among other things, to use commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission with respect to a registered offer to exchange the New Notes for a series of exchange notes with terms substantially identical in all material respects to the New Notes, except that the exchange notes will not contain transfer restrictions and will not provide for any increase in annual interest rate.

The New Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws. Therefore, the New Notes may not be offered or sold except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and the applicable state securities laws.

Item 9.01(d) Exhibits

Exhibit Number	Description
4.1	Form of Officers’ Certificate setting forth the terms of the New Notes.
4.2	Registration Rights Agreement, dated as of October 2, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	COMCAST CORPORATION
Date: October 2, 2025	By:	/s/ Elizabeth Wideman
	Name:	Elizabeth Wideman
	Title:	Senior Vice President, Senior Deputy General Counsel and Assistant Secretary

FAQ

What debt transaction did Comcast (CCZ) report in this 8-K?

Comcast reported completion of private exchange offers for certain existing Pool 1 Notes and related cash offers, resulting in the issuance of new Notes due 2037 and the purchase or exchange of previously issued notes.

How much principal amount of new Comcast notes was issued in the exchange offers?

Comcast issued $691,967,000 in aggregate principal amount of new Notes due 2037 as part of the completed exchange offers.

What are the key terms of Comcasts new notes due 2037?

The new notes bear interest at 5.168% per year, mature on January 15, 2037, and pay interest semiannually on January 15 and July 15, beginning January 15, 2026.

Who guarantees Comcasts new notes due 2037?

The new notes are guaranteed on an unsecured and unsubordinated basis by Comcast Cable Communications, LLC and NBCUniversal.

Were Comcasts new notes due 2037 registered under the Securities Act?

No. The new notes have not been registered under the U.S. Securities Act of 1933 and may only be offered or sold under an exemption or in transactions not subject to registration requirements.

What does the registration rights agreement for Comcasts new notes provide?

Under the registration rights agreement, Comcast and the guarantors agreed to use commercially reasonable efforts to file a registration statement for an exchange offer, allowing holders to swap the new notes for registered exchange notes with substantially identical terms but no transfer restrictions or interest rate increase provisions.

What was the maximum aggregate principal amount Comcast could issue in the new notes under the exchange offers?

The exchange offers covered up to $1,750,000,000 in aggregate principal amount of new Notes due 2037 in exchange for specified Pool 1 Notes.