Wideopenwest SEC Filings

WideOpenWest, Inc. filed a post-effective amendment to end the effectiveness of a prior shelf registration that covered the resale of 55,905,512 shares of common stock. That registration, originally declared effective in August 2018, allowed named selling stockholders to resell shares, rather than raising new capital for the company.

The company explains that on December 21, 2025, Bandit Merger Sub, Inc. merged with and into WideOpenWest under a Merger Agreement with Bandit Parent, LP, leaving WideOpenWest as an indirect wholly owned subsidiary of Bandit Parent. In connection with this completed merger, WideOpenWest is terminating all offers and sales under its existing Securities Act registration statements and is now formally deregistering all shares that remained unsold or unissued under this particular resale registration.

WideOpenWest, Inc. completed its previously announced merger with Bandit Merger Sub, Inc., an indirect wholly owned subsidiary of Bandit Parent, LP, on December 31, 2025. At the merger’s effective time, each share of WideOpenWest common stock was converted into the right to receive $5.20 per share in cash, without interest and subject to tax withholding, except for treasury shares, certain rollover shares and validly perfected appraisal shares, which were treated as described in the merger agreement.

Following the merger, WideOpenWest became an indirect wholly owned subsidiary of Bandit Parent, LP, and its common stock ceased trading on the New York Stock Exchange. The company requested NYSE delisting on Form 25 and plans to file Form 15 to terminate registration and suspend periodic SEC reporting. A change of control occurred, the prior board members resigned, the former Merger Sub directors joined the board, and the company’s certificate of incorporation and bylaws were amended and restated.

WideOpenWest, Inc. has had its common stock designated for removal from listing and/or registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. The Exchange filed a Form 25, certifying that it has reasonable grounds to believe it meets all requirements to strike this class of securities from listing. The notification covers WideOpenWest’s common stock only and is signed on behalf of the New York Stock Exchange by an authorized market watch analyst.

WideOpenWest, Inc. reported an insider equity transaction by its Chief Financial Officer. On 12/16/2025, the officer had 12,296 shares of common stock withheld at $5.17 per share to cover tax withholdings due when restricted stock vested, reported with transaction code F. This reflects shares retained by the company for taxes rather than an open-market sale.

After this transaction, the officer directly beneficially owns 311,110 shares of WideOpenWest common stock, reported as held in direct ownership by a single reporting person.

WideOpenWest, Inc. disclosed that its Chief Technology Officer reported a Form 4 transaction on December 16, 2025 involving 5,974 shares of common stock at $5.17 per share, with transaction code "F".

According to the explanation, these shares were withheld by the company to cover tax withholdings due upon vesting of restricted stock, and the officer now beneficially owns 202,834 shares of WideOpenWest common stock directly.

WideOpenWest, Inc. (WOW) announced that stockholders approved its planned merger with Bandit Parent, LP at a special meeting held on December 3, 2025. Holders of 68,627,255 shares of common stock, about 80.1% of the 85,703,763 shares outstanding as of the record date, were present, providing a quorum.

The main merger proposal passed with 63,718,549 votes for, 4,764,743 against and 143,963 abstentions. A related proposal received 59,495,436 votes for, 8,941,267 against and 190,552 abstentions. Because the merger proposal received sufficient support, stockholders did not vote on a potential adjournment of the meeting. The merger would make WOW an indirect wholly owned subsidiary of Bandit Parent, in a broader transaction involving funds affiliated with DigitalBridge Investments, LLC and Crestview Partners, and remains subject to customary closing conditions and regulatory approvals.

WideOpenWest (WOW) filed an 8-K to provide supplemental disclosures about its pending merger with Bandit Parent, an affiliate of DigitalBridge and Crestview, ahead of the December 3, 2025 stockholder vote. The update follows a stockholder lawsuit and demand letters claiming the proxy statement omitted material details; WOW denies these claims but is adding information to avoid potential delays or costs.

The filing expands on the special committee’s process, Centerview Partners’ valuation work, and potential conflicts and fees. Centerview used selected public and precedent comparables and a discounted cash flow analysis, including EV/NTM EBITDA multiples of 4.3x–5.3x on $294 million of NTM adjusted EBITDA and EV/LTM EBITDA multiples of 5.5x–7.0x on $283 million of LTM adjusted EBITDA, implying an equity value range of about $5.95–$10.85 per share. WOW also discloses that Centerview’s total fee is $19.4 million, mostly contingent on deal closing, and that Centerview expects $10–$15 million in compensation from a private company in which DigitalBridge holds a significant minority stake.

The supplement further quantifies non-employee director equity awards, explains “good reason” protections for executives if they resign within 24 months after closing, and states there have been no agreements yet on post-closing management roles or equity participation. The filing reiterates extensive forward-looking risk factors around completing the transaction, potential litigation outcomes and business disruption.

WideOpenWest (WOW) reported softer results while advancing a go‑private deal. Q3 2025 revenue was $144.0 million versus $158.0 million a year ago, and net loss widened to $35.7 million from $22.4 million. Year‑to‑date, revenue totaled $438.2 million (vs. $478.3 million) with a net loss of $67.4 million. The company recorded a $1.5 million non‑cash impairment to franchise operating rights tied to lower projected cash flows.

WOW entered a Merger Agreement on August 11, 2025 under which each share will be converted into the right to receive $5.20 in cash, subject to conditions including majority stockholder approval and FCC approval. An August amendment extended the revolving credit facility and set pricing at SOFR + 6.00%. As of quarter‑end, total long‑term debt outstanding was $1,052.2 million (effective rates shown include 8.95% on super‑priority loans and 10.54% on the revolver). Operating cash flow for the first nine months was $91.8 million against capital expenditures of $139.3 million, ending cash at $22.9 million.