[8-K] CommScope Holding Company, Inc. Reports Material Event

Rhea-AI Filing Summary

CommScope (COMM) filed an 8-K (Item 3.02) disclosing an unregistered equity issuance tied to its outstanding Series A Convertible Preferred Stock held by Carlyle Partners VII. On 18 Jun 2025 the board declared a dividend in kind of 17,107 additional Series A preferred shares, plus $791.25 cash in lieu of fractional shares, payable 30 Jun 2025 to holders of record. The distribution is exempt from SEC registration under Section 4(a)(2) because Carlyle is an accredited investor. Including past in-kind dividends, preferred shares issued since the 2019 $1 billion financing now total 1,261,310 (original 1,000,000 plus 244,203 through 31 Mar 2025 and the new 17,107). The incremental issuance equals roughly 1.4 % of preferred shares outstanding and is potentially dilutive to common shareholders once converted, but does not involve cash outlay other than the nominal $791.25.

Positive

• None.

Negative

• Potential dilution: Issuance of 17,107 additional Series A preferred shares marginally increases future conversion overhang for common shareholders.

Insights

Equity Analyst

TL;DR: Small in-kind preferred dividend; limited dilution, neutral cash impact.

The 17,107 additional Series A preferred shares raise the base by only ~1.4 %, so the economic effect is modest. Cash cost is immaterial, and the distribution follows contractual terms. While conversion of preferred stock could dilute common equity over time, the incremental impact from this dividend is negligible. Because no new cash is raised, the event neither strengthens nor weakens liquidity. I view the disclosure as routine and neutral for valuation.

Corporate Governance Specialist

TL;DR: Routine preferred dividend; governance and disclosure standards met.

CommScope properly reported the unregistered issuance under Item 3.02 and relied on a well-established private-placement exemption. Accredited-investor status and legend requirements mitigate resale risk. The board’s ongoing PIK dividend policy maintains alignment with preferred holders’ contractual rights; no governance red flags emerge. Overall impact on shareholder rights is minimal, though continuing accretion of preferred equity could slightly increase future voting or conversion overhang.

0001517228false00015172282025-06-202025-06-20

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): June 18, 2025

COMMSCOPE HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36146		27-4332098
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3642 E. US Highway 70

Claremont, North Carolina 28610

(Address of principal executive offices)

Registrant’s telephone number, including area code: (828) 459-5000

Not Applicable

(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 (see General Instruction A.2. below):

☐	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	Name of each exchange on which registered
Common Stock, par value $0.01 per share	COMM	The NASDAQ Stock Market

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 3.02. Unregistered Sales of Equity Securities.

As previously disclosed, on April 4, 2019, CommScope Holding Company, Inc. (the “Company”) issued and sold 1,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $1.0 billion, or $1,000 per share, pursuant to an Investment Agreement by and between the Company and Carlyle Partners VII S1 Holdings, L.P. (“Carlyle”), dated as of November 8, 2018. Also, as previously disclosed, through March 31, 2025, the Company has paid dividends in kind in the aggregate amount of 244,203 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock. The material terms of the Series A Preferred Stock are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2019, which description is incorporated by reference herein.

On June 18, 2025, the Board of Directors of the Company declared a dividend (the “Dividend”) on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind in the form of 17,107 shares of Series A Preferred Stock in the aggregate, plus $791.25 in cash in the aggregate in lieu of fractional shares. The Company expects to pay the Dividend on June 30, 2025.

The Dividend is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. Carlyle represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing the shares of Series A Preferred Stock and/or shares of the Company’s common stock, par value $0.01 per share, issued upon conversion of Series A Preferred Stock.

SIGNATURE

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.

	CommScope Holding Company, Inc.
Date: June 19, 2025
	By:	/s/ Kyle D. Lorentzen
	Name:	Kyle D. Lorentzen
	Title:	Executive Vice President and Chief Financial Officer

FAQ

Why did CommScope (COMM) issue additional Series A preferred shares?

The shares represent an in-kind dividend declared on 18 Jun 2025 under the preferred stock’s contractual dividend terms.

How many new preferred shares were issued in the June 2025 dividend?

17,107 Series A preferred shares, plus $791.25 cash for fractional shares.

Is the preferred dividend dilutive to CommScope common stock?

Yes, but only marginally; the new shares add about 1.4 % to preferred stock that could convert into common shares.

Will CommScope receive cash from this transaction?

No. The dividend is paid in kind, so the company issues shares rather than receiving or paying significant cash.

Under what exemption was the issuance made?

Section 4(a)(2) of the Securities Act; Carlyle is an accredited investor.