[8-K] WideOpenWest, Inc. Reports Material Event

Rhea-AI Filing Summary

WideOpenWest (WOW) has entered into a definitive agreement under which affiliated investment funds of DigitalBridge Investments, LLC and Crestview Partners will acquire all outstanding shares of WOW! common stock not already owned by Crestview and its affiliates. The transaction will be implemented pursuant to an Agreement and Plan of Merger and the company will file a proxy statement and a Schedule 13E-3 describing the transaction and related matters.

The company discloses a range of risks expressly tied to the transaction, including the need for stockholder and regulatory approvals, possible litigation, disruption to operations, retention of key personnel, restrictions during the pendency of the deal, transaction costs and the potential for the stock price to decline if the transaction is not completed. Investors are directed to the definitive proxy, the Schedule 13E-3, SEC filings and WOW!'s investor website for full terms and participant disclosures; the Investor Relations contact email is andrew.posen@wowinc.com.

Positive

• Definitive agreement reached with affiliated funds of DigitalBridge Investments and Crestview Partners to acquire remaining public shares
• Crestview already holds shares, indicating existing investor alignment and potential sponsor continuity

Negative

• Completion is uncertain and conditioned on stockholder and regulatory approvals
• Potential litigation relating to the Transaction is expressly identified as a risk
• Business disruption and diversion of management attention during the pendency of the Transaction
• Significant transaction costs and the possibility of higher-than-expected expenses to close the deal
• Restrictions during pendency may limit WOW!'s ability to pursue other strategic opportunities
• Stock price risk if the Transaction is not consummated

Insights

M&A Specialist

TL;DR: WOW agreed to be acquired by affiliated funds of DigitalBridge and Crestview; transaction is material but completion depends on approvals and may face litigation risk.

The filing confirms a definitive merger agreement that would transfer remaining public shares to affiliated buyer funds. This is a material corporate control event explicitly requiring a proxy statement and a Schedule 13E-3, signaling a take-private or change-in-control transaction structure. The company lists customary closing contingencies and significant deal-related risks, including regulatory and stockholder approvals and potential litigation. Absent pricing or financing detail in this filing, valuation impact and deal financing risks cannot be assessed from the provided text.

Corporate Governance Expert

TL;DR: The agreement triggers formal solicitation and proxy processes; governance changes and conflicts-of-interest disclosures will be central to the proxy.

The company notifies investors that directors, officers and affiliates may participate in the solicitation and that updated holdings have been reflected via Form 4 filings. The proxy and Schedule 13E-3 are identified as the primary sources for disclosures about participants, their interests and any potential conflicts. The filing highlights typical governance risks during such transactions, including restrictions on corporate actions and potential shifts in management incentives during the pendency period.

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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 11, 2025

WideOpenWest, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38101		46-0552948
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

7887 East Belleview Avenue, Suite 1000 Englewood, Colorado	80111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (720) 479-3500

N/A

(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)

x 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
Common Stock		WOW		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 7.01 Regulation FD Disclosure.

On August 11, 2025, WideOpenWest, Inc., a Delaware corporation (the “Company” or “WOW!”), announced that it entered into a definitive agreement under which affiliated investment funds of DigitalBridge Investments, LLC and Crestview Partners will acquire all of the outstanding shares of common stock of WOW! not already owned by Crestview and its affiliates (the “Transaction”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1 attached hereto, is furnished by the Company in accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”). This information shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K that are not historical facts contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act , including statements related to the Transaction, including financial estimates and statements as to the expected timing, completion and effects of the Transaction.  These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events. Forward-looking statements include all statements that are not historical fact and can be identified by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “anticipate,” “expect,” “believe,” “estimate,” “plan,” “project,” “predict,” “potential,” “continue,” “likely,” “target” or similar expressions or the negative of these terms or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing or at all, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) potential litigation relating to the Transaction that could be instituted against DigitalBridge, Crestview, WOW! or their respective affiliates, directors, managers or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Transaction, including the diversion of management’s attention from WOW!’s ongoing business operations, will harm WOW!’s business, including current plans and operations; (iv) the ability of WOW! to retain and hire key personnel in light of the Transaction; (v) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vi) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect WOW!’s financial performance; (vii) certain restrictions during the pendency of the Transaction that may impact WOW!’s ability to pursue certain business opportunities or strategic transactions; (viii) significant transaction costs associated with the Transaction, including the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (ix) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring WOW! to pay a termination fee or other expenses; (x) the risk that WOW!’s stock price may decline significantly if the Transaction is not consummated; (xi) the risks and uncertainties pertaining to WOW!’s business, including those set forth in Part I, Item 1A of WOW!’s most recent Annual Report on Form 10-K and Part II, Item 1A of WOW!’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by WOW! with the SEC; and (xii) the risks and uncertainties that will be described in the proxy statement available from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the proxy statement. While the list of factors presented here is, and the list of factors to be presented in the proxy statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on WOW!’s financial condition, results of operations, credit rating or liquidity. In light of the significant uncertainties in these forward-looking statements, WOW! cannot assure you that the forward-looking statements in this communication will prove to be accurate, and you should not regard these statements as a representation or warranty by WOW!, its directors, officers or employees or any other person that WOW! will achieve its objectives and plans in any specified time frame, or at all. These forward-looking statements speak only as of the date they are made, and WOW! does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by applicable law.

Important Additional Information and Where to Find It

In connection with the Transaction, WOW! will file with the SEC a proxy statement on Schedule 14A, the definitive version of which will be sent or provided to Company stockholders. WOW!, affiliates of WOW! and affiliates of each of DigitalBridge and Crestview intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. WOW! may also file other documents with the SEC regarding the Transaction. This document is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document which WOW! may file with the SEC. Promptly after filing its definitive proxy statement with the SEC, WOW! will mail or provide the definitive proxy statement, the Schedule 13E-3 and a proxy card to each WOW! stockholder entitled to vote at the meeting relating to the Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement, Schedule 13E-3 and other documents that are filed or will be filed with the SEC by WOW! through the website maintained by the SEC at www.sec.gov, WOW!’s website at www.wowway.com. The Transaction will be implemented solely pursuant to the Agreement and Plan of Merger dated as of August 11, 2025, among WOW!, Bandit Parent, LP and Bandit Merger Sub, Inc., which contains the full terms and conditions of the Transaction.

Participants in the Solicitation

WOW! and certain of its directors, executive officers and other employees, may be deemed to be participants in the solicitation of proxies from the stockholders of WOW! in connection with the Transaction. Information regarding WOW!’s directors and executive officers is contained in the Company’s proxy statement on Schedule 14A filed with the SEC on March 27, 2025 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 14, 2025, and will be contained in the proxy statement to be filed by WOW! in connection with the Transaction. Any change of the holdings of WOW!’s securities by its directors or executive officers from the amounts set forth in the Annual Meeting Proxy Statement have been reflected in the following Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC: Form 4, filed by Crestview Partners III GP, L.P. on April 2, 2025; Form 4, filed by Gunjan Bhow on April 3, 2025; Form 4, filed by Jill Bright on April 3, 2025; Form 4, filed by Phil Seskin on April 3, 2025; Form 4, filed by Crestview Partners III GP, L.P. on May 9, 2025; Form 4, filed by Crestview Partners III GP, L.P on May 12, 2025; Form 4, filed by Gunjan Bhow on May 12, 2025; Form 4, filed by Phil Seskin on May 12, 2025; Form 4, filed by Jill Bright on May 12, 2025; Form 4, filed by Jeffrey Marcus on May 12, 2025; Form 4, filed by Jose Segrera on May 12, 2025; Form 4, filed by Crestview Partners III GP, L.P. on July 2, 2025; Form 4, filed by Phil Seskin on July 3, 2025; Form 4, filed by Gunjan Bhow on July 3, 2025; and Form 4, filed by Jill Bright on July 3, 2025. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement relating to the Transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, WOW!’s website at www.wowway.com or by contacting WOW!’s Investor Relations Team at andrew.posen@wowinc.com.

Item 8.01 The content included under item 7.01 is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release, dated August 11, 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.

	WIDEOPENWEST, INC.
Date: August 11, 2025	By:	/s/ John Rego
		Name: John Rego
		Title:   Chief Financial Officer

FAQ

What did WideOpenWest (WOW) announce in this Form 8-K?

WOW announced it entered into a definitive agreement under which affiliated investment funds of DigitalBridge Investments, LLC and Crestview Partners will acquire all outstanding WOW! common stock not already owned by Crestview and its affiliates.

Will WOW file a proxy statement and other documents about the Transaction?

Yes. WOW will file a definitive proxy statement on Schedule 14A and a joint Schedule 13E-3; these documents will contain detailed terms, risk factors and participant disclosures.

What are the main risks the company disclosed about the Transaction?

The company lists risks including the need for stockholder and regulatory approvals, potential litigation, business disruption, retention of key personnel, restrictions during the pendency, significant transaction costs and possible stock price decline if the deal fails.

Where can investors obtain copies of the proxy and related filings?

Investors may obtain free copies from the SEC's website at www.sec.gov or from WOW!'s investor website at www.wowway.com; the Investor Relations contact provided is andrew.posen@wowinc.com.

Who may be considered participants in the solicitation of proxies?

WOW and certain of its directors, executive officers and other employees may be participants; additional participant identities and holdings will be disclosed in the definitive proxy statement.