WideOpenWest (WOW) CTO exits 202,834 shares in $5.20-per-share cash merger
Rhea-AI Filing Summary
WideOpenWest, Inc. disclosed an insider stock transaction by its Chief Technology Officer in connection with the company’s merger with Bandit Parent, LP. On December 29, 2025, the compensation committee determined that performance-based restricted stock units granted in 2023, 2024 and 2025 were earned in the amount of 77,856 common shares, which were acquired at a price of $0 per share.
At the merger’s effective time on December 31, 2025, each outstanding share of Company common stock was automatically converted into the right to receive $5.20 per share in cash, without interest, subject to tax withholding. In line with this, the reporting person disposed of 202,834 common shares at $5.20 per share, reducing their directly held common stock to zero. All restricted stock awards and PSUs were cancelled and converted into either cash based on the $5.20 merger consideration or cash awards that follow the original vesting terms.
Positive
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 202,834 | $5.20 | $1.05M |
| Grant/Award | Common Stock | 77,856 | $0.00 | -- |
Footnotes (1)
- In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 11, 2025 (the "Merger Agreement"), by and among WideOpenWest, Inc. (the "Issuer"), Bandit Parent, LP, a Delaware limited partnership ("Parent"), and Bandit Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer on December 31, 2025, with the Issuer continuing after the merger as a wholly owned indirect subsidiary of Parent (the effective time of such merger, the "Effective Time"). Pursuant to the Merger Agreement, on December 29, 2025, the Compensation Committee determined the performance-based restricted stock units ("PSUs") granted in 2023, 2024 and 2025 under the Company's equity incentive plan were earned in the amount set forth above. At the Effective Time, in accordance with the terms set forth in the Merger Agreement, each issued and outstanding share of common stock of the Company, par value $0.01 per share ("Company Common Stock") (except for shares directly owned by the Company as treasury stock or otherwise, or by Parent or Merger Sub immediately prior to the Effective Time, including any shares of Company Common Stock which were contributed to Parent by certain stockholders of the Company (the "Rollover Stockholders") in accordance with the voting, (continued on footnote 4). (continued from footnote 3) support and rollover agreement by and among the Rollover Stockholders, the Company and Parent, dated as of the date of the Merger Agreement (the "Support and Rollover Agreement," and such shares, the "Rollover Shares"), or by any holder who was entitled to demand appraisal and properly exercised such appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, were treated as described in the Merger Agreement), was automatically converted into the right to receive $5.20 per share in cash, without interest (the "Merger Consideration"), subject to any required tax withholding. At the Effective Time, in accordance with the terms set forth in the Merger Agreement, each outstanding restricted stock award ("RSA") and PSU was cancelled and converted into either, as applicable, (i) the right to receive the Merger Consideration shortly after the Effective Time or (ii) a cash award based on the Merger Consideration subject to vesting in accordance with the underlying equity award's vesting terms.
FAQ
What insider transaction did WideOpenWest (WOW) report for its CTO?
The Chief Technology Officer of WideOpenWest, Inc. reported acquiring 77,856 common shares on December 29, 2025 from earned performance-based restricted stock units and then disposing of 202,834 common shares at $5.20 per share on December 31, 2025, leaving no directly owned common stock.
What happened to WideOpenWest (WOW) performance-based restricted stock units and RSAs in the merger?
The compensation committee determined on December 29, 2025 that performance-based restricted stock units granted in 2023, 2024 and 2025 were earned in the amount reported. At the effective time of the merger, each outstanding restricted stock award and PSU was cancelled and converted into either the right to receive the $5.20 per-share merger consideration shortly after closing or a cash award based on that consideration, subject to the original vesting schedule.
What is the merger agreement referenced in the WideOpenWest (WOW) Form 4?
The transaction relates to an Agreement and Plan of Merger dated August 11, 2025 among WideOpenWest, Inc., Bandit Parent, LP and Bandit Merger Sub, Inc., under which Merger Sub merged into WideOpenWest on December 31, 2025, leaving WideOpenWest as an indirect wholly owned subsidiary of Bandit Parent.