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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):
October 9, 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 9, 2025, Comcast Corporation (“Comcast”
or the “Company”) completed (i) the previously announced private offers (the “Exchange Offers”) to exchange its
4.150% Notes due 2028 and 4.550% Notes due 2029 (collectively, the “Pool 2 Notes”) for up to $1,000,000,000 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 2 Notes (the “Cash Offers”).
On October 9, 2025, Comcast completed the Exchange
Offers and the Cash Offers. Pursuant to the Exchange Offers, the Company issued $480,046,000 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. We 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 9, 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 9, 2025 |
By: |
/s/ Elizabeth Wideman |
| |
Name: |
Elizabeth Wideman |
| |
Title: |
Senior Vice President, Senior Deputy General Counsel and Assistant Secretary |
