Every 8-K that CommScope Holding Company, Inc. (COMM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow COMM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full COMM filings page.
Vistance Networks, Inc. held its annual stockholder meeting on May 7, 2026, with 225,462,860 common shares eligible to vote. Stockholders re‑elected eight directors for terms ending at the 2027 annual meeting and approved all five proxy proposals.
Investors gave non-binding approval to the compensation of named executive officers and chose annual future say‑on‑pay votes. They also approved additional shares under the 2019 Long‑Term Incentive Plan and ratified Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year.
Vistance Networks, Inc. entered into a Purchase Agreement to sell its RUCKUS reporting segment to Belden Inc. for $1.846 billion in cash on a cash-free, debt-free basis, subject to customary adjustments.
Closing is expected in the second half of 2026, after regulatory and other conditions are met and specified carveout financial statements are delivered. The agreement includes employee protections for 12 months, a three-year noncompete and non-solicitation by Vistance regarding the divested business, and mutual indemnities for defined liabilities and tax matters. At closing, the parties will also sign an Intellectual Property Matters Agreement and a Transition Services Agreement covering ownership, cross-licenses of key intellectual property and short-term support services.
Vistance Networks reported strong first quarter 2026 results while continuing a major portfolio reshaping. Net sales rose to $471.8 million, up 21.6% from $388.1 million, driven by double‑digit growth in both the Aurora and RUCKUS segments. Non‑GAAP adjusted EBITDA increased to $87.3 million, an 85.0% year‑over‑year rise, and non‑GAAP adjusted diluted EPS climbed to $0.34 from $0.11.
GAAP income from continuing operations was $231.7 million, down from $341.1 million, while total net income surged to $5,508.0 million, largely reflecting a substantial gain on discontinued operations following the CCS segment sale. The company used approximately $10 billion of CCS sale proceeds to eliminate all long‑term debt and redeem its Series A convertible preferred stock, then paid a $10 per share special distribution on April 27, 2026.
The company signed a definitive agreement to sell its RUCKUS Networks business to Belden for $1.846 billion in cash and is refocusing on the Aurora business, which grew revenue 32.6% and adjusted EBITDA 31.7% year‑over‑year. Management expects Aurora to deliver between $225 million and $250 million of adjusted EBITDA in 2026. Vistance ended the quarter with $2,510.0 million in cash and cash equivalents and announced a new $100 million share repurchase authorization, replacing a prior $50 million program, providing additional flexibility to return capital, although first‑quarter operating cash flow was negative $226.6 million and free cash flow was negative $228.8 million.
Vistance Networks has entered into a definitive agreement to sell its RUCKUS Networks business to Belden Inc. for $1.846 billion in cash, payable at closing. The transaction is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals.
Vistance expects net proceeds of about $1.7 billion after taxes and transaction expenses and plans to return a significant portion of excess cash to shareholders via a special distribution within 60 days after closing, with the exact amount and timing to be set by the Board. Management states the deal will let the company focus on its Aurora Networks business and continue investing in next-generation technology. A conference call will discuss the transaction and first quarter 2026 results.
Vistance Networks, Inc. is making a one-time special cash distribution of $10.00 per share to its stockholders. The payment will be made on April 27, 2026 to shareholders of record as of the close of business on April 17, 2026.
The company will fund this Special Distribution using cash on hand, including proceeds from the January 9, 2026 sale of its Connectivity and Cable Solutions business to Amphenol Corporation. Vistance currently expects the distribution to be treated for U.S. federal income tax purposes first as a return of capital up to each holder’s tax basis, and thereafter as capital gain, with any portion attributable to earnings and profits treated as a dividend. Within forty-five days after the payment, the company plans to file and post IRS Form 8937 outlining the tax characterization.
Vistance Networks reported a transformational 2025, with net sales rising to $1.93 billion, up 39.7% from 2024, and income from continuing operations swinging to $324.3 million from a loss of $206.0 million. Non-GAAP adjusted EBITDA jumped to $292.0 million from $24.5 million, while Core non-GAAP adjusted EBITDA rose to $379.4 million, a 176.1% increase.
Fourth-quarter 2025 net sales grew 23.9% to $514.5 million, though continuing operations posted a GAAP loss of $50.3 million. Non-GAAP adjusted net income for the quarter was $48.4 million, or $0.17 per diluted share.
Cash generation was strong, with 2025 operating cash flow of $322.9 million and free cash flow of $252.6 million. The company ended 2025 with $922.8 million in cash and total liquidity of about $1.51 billion. After completing the $10 billion sale of the CCS segment in January 2026 and using proceeds to repay all debt and redeem preferred equity, Vistance plans a special cash distribution of at least $10 per share by the end of April 2026. For 2026, it guides Core adjusted EBITDA in a range of $350 to $400 million.
Vistance Networks, Inc. (formerly CommScope Holding Company, Inc.) completed the sale of its Connectivity and Cable Solutions business to Amphenol for approximately $10.5 billion in cash on a cash‑free, debt‑free basis. Using the closing proceeds, the company repaid in full and terminated its revolving credit facility that allowed borrowings up to $750 million and its $3,150 million term loan facility, and moved to redeem and satisfy the indentures for multiple senior secured and unsecured notes totaling several billion dollars in principal.
The company also redeemed 100% of its Series A Convertible Preferred Stock for cash, which ended the related investment agreement with Carlyle. In connection with that redemption, two Carlyle‑affiliated directors resigned from the board, which now has eight members. The company changed its name to Vistance Networks, Inc., amended its certificate of incorporation and bylaws accordingly, and its common stock now trades on the NASDAQ Stock Market under the ticker symbol VISN. Unaudited pro forma financial information reflecting the CCS business sale was filed as an exhibit.
CommScope Holding Company, Inc. reported a corporate relocation. Effective November 1, 2025, the company moved its headquarters to 2601 Telecom Parkway, Richardson, Texas 75082. The company also updated its main telephone number to (972) 952-9700.
CommScope Holding Company, Inc. (COMM) furnished an 8‑K announcing it issued a press release with its financial results for the third quarter of 2025. The company will host an earnings call to discuss these Q3 2025 results.
The information under Item 2.02, including Exhibit 99.1, is being furnished and is not deemed filed under Section 18 of the Exchange Act, nor incorporated by reference except as specifically stated.
CommScope Holding Company, Inc. (COMM) announced that stockholders approved the proposal to adopt the Purchase Agreement with Amphenol Corporation, authorizing the sale of CommScope’s Connectivity and Cable Solutions (CCS) segment. The approval came at a special meeting held on October 16, 2025.
The CCS Sale Proposal passed with 187,133,839 votes for, 56,279 against, and 298,695 abstentions. Stockholders also approved, on an advisory, non-binding basis, compensation related to the transaction with 176,597,498 for, 8,384,588 against, and 2,506,727 abstentions. An adjournment proposal was approved with 180,676,340 for, 6,402,066 against, and 410,407 abstentions, but was not needed given the CCS vote outcome.
The vote clears the company’s stockholder authorization for the CCS divestiture under the August 3, 2025 Purchase Agreement terms.
CommScope Holding Company declared a dividend in kind on its Series A Preferred Stock consisting of a distribution of 17,343 shares in the aggregate plus $12.50 in cash in the aggregate to cover fractional shares. The company expects to pay the dividend on September 30, 2025. Separately, CommScope and Amphenol have entered into a purchase agreement under which Amphenol has agreed to acquire CommScope's Connectivity and Cable Solutions reporting segment (CCS) (the "Transaction").
CommScope Holding Company, Inc. disclosed a new success bonus arrangement for Koen ter Linde, Senior Vice President and President of its Connectivity and Cable Solutions (CCS) segment. On September 2, 2025, subsidiary CommScope, LLC entered into a Success Bonus Agreement that provides a $1,980,000 cash award if he remains employed through the closing of the previously announced sale of the CCS segment to Amphenol Corporation.
The bonus is to be paid within thirty days after the transaction closes and is forfeited if he resigns before closing or is terminated for cause. If Mr. ter Linde becomes entitled to this success bonus, he will not receive compensation or benefits under his existing Severance Protection Agreement in connection with his termination at the closing of the transaction.
On 4 Aug 2025 CommScope Holding Company, Inc. (NASDAQ: COMM) filed a Form 8-K announcing it has signed a definitive agreement with Amphenol Corporation to sell its Connectivity and Cable Solutions (CCS) business. A press release (Ex 99.1) and investor presentation (Ex 99.2) detailing the proposed divestiture were furnished.
The filing does not disclose purchase price, expected closing date or use of proceeds. Management will host a conference call at 4:30 p.m. ET on 4 Aug 2025 to discuss the transaction and Q2 earnings. Information is provided under Item 7.01 (Reg FD) and is expressly not deemed “filed” for Exchange Act purposes.
The deal remains subject to shareholder approval, regulatory clearance and other customary conditions. Extensive forward-looking-statement language outlines risks such as possible termination, regulatory delays and operational disruption.
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.