Cable One, Inc.

Previous wording

We are a leading broadband communications provider delivering exceptional service and enabling our customers to thrive and stay connected to what matters most. We strive to deliver an effortless experience by offering solutions that make our customers’ lives easier, and by relating to them personally as our neighbors and local business partners. Through Sparklight®, the brand our customers know and trust, we are transforming the future of connectivity with a commitment to innovation, reliability and customer experience. We believe our robust infrastructure and cutting-edge technology keep our customers connected and help drive progress in education, business and everyday life. We believe the services we provide are critical to the development of new businesses and drive economic growth in the non-metropolitan, secondary and tertiary markets that we serve in 24 Western, Midwestern and Southern states. As of September 30, 2025, approximately 76% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas. We provided services to approximately 1.0 million residential and business customers out of approximately 2.9 million passings as of September 30, 2025. Of these customers, approximately 1,010,000 subscribed to data services, 95,000 subscribed to video services and 97,000 subscribed to voice services.

Current wording

We believe our robust infrastructure and cutting-edge technology keep our customers connected and help drive progress in education, business and everyday life. We believe the services we provide are critical to the development of new businesses and drive economic growth in the non-metropolitan, secondary and tertiary markets that we serve in 24 Western, Midwestern and Southern states. As of March 31, 2026, approximately 76% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas. We provided services to approximately 1.0 million residential and business customers out of approximately 2.8 million passings as of March 31, 2026. Of these customers, approximately 986,000 subscribed to data services, 82,000 subscribed to video services and 91,000 subscribed to voice services.

Previous wording

We generate substantially all of our revenues through three primary product lines. Ranked by share of our total revenues through the first nine months of 2025, they are residential data (60.0%), business data (15.1%) and residential video (12.7%). The profit margins, growth rates and/or capital intensity of these three primary product lines vary significantly due to competition, product maturity and relative costs.

Current wording

We generate substantially all of our revenues through three primary product lines. Ranked by share of our total revenues through the first three months of 2026, they are residential data (60.5%), business data (15.9%) and residential video (11.6%). The profit margins, growth rates and/or capital intensity of these three primary product lines vary significantly due to competition, product maturity and relative costs.

Previous wording

We focus on growing our higher margin businesses, namely residential data and business data services. Our strategy acknowledges the industry-wide trends of declining profitability of video services and declining revenues from residential voice services. The declining profitability of video services is due primarily to increasing programming costs and retransmission fees and competition from other streaming content providers, and the declining revenues from residential voice services are due primarily to the increasing use of wireless voice services instead of residential voice services. Separately, we have also historically focused on retaining customers who are likely to produce higher relative value over the life of their service relationships with us, are less attracted by discounting, require less support and churn less, while more recently supplementing our growth by targeting a broader scope of incremental customers, including those who are more value-conscious. This strategy has focused on increasing adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), driving higher margins and delivering attractive levels of Adjusted EBITDA less capital expenditures over the long-term.

Current wording

We focus on growing our higher margin businesses, namely residential data and business data services. Our strategy acknowledges the industry-wide trends of declining profitability of video services and declining revenues from residential voice services. The declining profitability of residential video services is due primarily to increasing programming costs and retransmission fees and competition from other streaming content providers, and the declining revenues from residential voice services are due primarily to the increasing use of wireless voice services instead of residential voice services. Separately, we have also historically focused on retaining customers who are likely to produce higher relative value over the life of their service relationships with us, are less attracted by discounting, require less support and churn less, while more recently supplementing our growth by targeting a broader scope of incremental customers, including those who are more value-conscious. This strategy has focused on increasing adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), driving higher margins and delivering attractive levels of Adjusted EBITDA less capital expenditures over the long-term.

Previous wording

•Residential data. We have experienced significant growth in residential data customers and revenues since 2013 and we expect growth for this product line to continue over the long-term, supplemented by growth in related services, such as intelligent Wi-Fi and network security solutions, that we are focused on growing. In recent periods, we have experienced subscriber losses as a result of increased competition in certain of our markets but believe the upgrades made in our broadband capacity, our ability to offer higher access speeds than many of our competitors, the reliability and flexibility of our data service offerings, our Wi-Fi offerings and continuously growing data usage by consumers and their demand for higher speeds will enable us to continue growing average monthly revenue per unit ("ARPU") from our existing customers over the long-term and potentially capture additional market share. Our broadband plant generally consists of a fiber-to-the-premises ("fiber") or hybrid fiber-coaxial network with ample unused capacity, and we offer our data customers internet products at some of the fastest speeds available in our markets. We believe that the capacity and reliability of our networks is equal to or exceeds that of our competitors in most of our markets and best positions us to meet the continuously increasing consumption demands of customers.

Current wording

•Residential data. We focus on growing residential data customers and revenues and expect this product line to grow over the long-term, supplemented by growth in related services, such as intelligent Wi-Fi, technology support and network security solutions. In recent periods, we have experienced subscriber losses as a result of increased competition in our markets but believe the upgrades made in our broadband capacity, our ability to offer higher access speeds than many of our competitors, the reliability and flexibility of our data service offerings, our Wi-Fi offerings and continuously growing data usage by consumers and their demand for higher speeds will enable us to continue to earn a consistent average monthly revenue per unit (“ARPU”) from our existing customers over the long-term and potentially capture additional market share. Our broadband plant generally consists of a fiber-to-the-premises (“fiber”) or hybrid fiber-coaxial (“HFC”) network with ample unused capacity, and we offer our data customers internet products at some of the fastest speeds available in our markets. We believe that the capacity and reliability of our networks is equal to or exceeds that of our competitors in most of our markets and best positions us to meet the continuously increasing consumption demands of customers.

Previous wording

•Business data. We have experienced significant growth in business data customers and revenues since 2013. We attribute this growth to our strategic focus on increasing sales to business customers and our efforts to attract enterprise and wholesale business customers. We expect to experience continued growth in business data customers and revenues over the long-term. Margins for products sold to business customers have remained attractive, which we expect will continue.

Current wording

•Business data. We focus on growing business data customers and revenues over the long term by concentrating our efforts on increasing sales to business customers and attracting enterprise and wholesale business customers. We expect to experience growth in business data revenues over the long-term as we sell-in additional products and services to existing customers and also focus on adding new customers. Margins for products sold to business customers have remained attractive, which we expect will continue.

Previous wording

•Residential video. Residential video service is an increasingly fragmented business, with programming costs and retransmission fees continuing to escalate in the face of a proliferation of streaming content alternatives. We intend to continue our strategy of focusing on the higher-margin businesses of residential data and business data services while de-emphasizing our video business. As a result of our video strategy, we expect that residential video customers and revenues will continue to decline. We offer Sparklight TV, an internet protocol-based ("IPTV") video service that allows customers with our Sparklight TV app to stream our video channels from the cloud. This transition from linear to IPTV video service enables us to reclaim bandwidth, freeing up network capacity to increase data speeds and capacity across our network.

Current wording

•Residential video. Residential video service is an increasingly fragmented business, with programming costs and retransmission fees continuing to escalate in the face of a proliferation of streaming content alternatives. We intend to continue our strategy of focusing on the higher-margin businesses of residential data and business data services while de-emphasizing our video business. As a result of our video strategy, we expect that residential video customers and revenues will continue to decline. We offer Sparklight TV, an internet protocol-based (“IPTV”) video service that allows customers with our Sparklight TV app to stream our video channels from the cloud. This IPTV video service optimizes our available bandwidth, maximizing network capacity to increase data speeds and capacity across our network.

Previous wording

During the third quarter of 2025, we signed an agreement with a mobile virtual network enabler to launch a pilot mobile service offering in several of our markets. Through this focused initiative, we will explore whether a mobile offering can complement our wired broadband product by delivering added convenience and greater flexibility while strengthening our long-term customer relationships with the ultimate goals of enhancing customer lifetime value, reducing churn and supporting packaging opportunities to reinforce our core broadband business. We currently expect the pilot to launch during the fourth quarter of 2025.

Current wording

We recently launched a mobile service offering with a mobile virtual network enabler to complement our wired broadband product by delivering added convenience and greater flexibility while strengthening our long-term customer relationships with the ultimate goals of enhancing customer lifetime value, improving retention and supporting packaging opportunities to reinforce our core broadband business.

Previous wording

We continue to experience increased competition, particularly from telephone companies; fiber, municipal and cooperative overbuilders; fixed wireless data providers; and over-the-top video providers. Because of the levels of competition we face, we believe it is important to make investments in our infrastructure. In addition, a key objective of our capital allocation process is to invest in initiatives designed to drive revenue and Adjusted EBITDA expansion. We continue to invest capital to, among other things, increase fiber density and coverage, expand our footprint, increase plant and data capacity, enhance network reliability and improve the customer experience. We have rolled out multi-Gigabit download data service to over 40% of our markets and currently offer Gigabit download data service to all of our passings. We have also deployed DOCSIS 3.1 and begun the deployment of DOCSIS 4.0, which, together with Sparklight TV, further increases our network capacity and enables future growth in our residential data and business data product lines.

Current wording

We continue to experience increased competition, particularly from telephone companies; fiber, municipal and cooperative overbuilders; fixed wireless data providers; and over-the-top video providers. Because of the levels of competition we face, we believe it is important to make investments in our infrastructure. In addition, a key objective of our capital allocation process is to invest in initiatives designed to drive revenue and Adjusted EBITDA expansion. We continue to invest capital to, among other things, increase fiber density and coverage, expand our footprint, increase plant and data capacity, enhance network reliability and improve the customer experience. We have rolled out multi-Gigabit download data service to over half of our markets and currently offer Gigabit download data service to all of our passings. We are currently deploying DOCSIS 4.0 capabilities, which, together with Sparklight TV, further increases our network capacity and enables future growth in our residential data and business data product lines. As a result of multi-year investments in our plant and network, we increased broadband capacity and reliability, which has enabled and will continue to enable us to offer even higher download speeds and to support the continually increasing data usage by customers. We believe these investments will reinforce our competitive strength in this area.

Previous wording

We expect to continue to devote financial resources to infrastructure improvements in existing and acquired markets as well as to expand high-speed data service in areas adjacent to our existing network. We believe these investments are necessary to continually meet our customers’ needs and remain competitive. The capital enhancements associated with acquisitions include rebuilding low-capacity markets; reclaiming bandwidth from analog video services; implementing 32-channel bonding; deploying DOCSIS 4.0; consolidating back office functions such as billing, accounting and service provisioning; migrating products to Cable One platforms; and expanding our high-capacity fiber network.

Current wording

We expect to continue to devote financial resources to infrastructure improvements in existing and acquired markets as well as to expand high-speed data service in areas adjacent to our existing network. We believe these investments are necessary to continually meet our customers’ needs and remain competitive. The capital enhancements associated with acquisitions include rebuilding low-capacity markets; reclaiming bandwidth from traditional QAM-based video services; implementing multi-Gigabit download speeds; deploying DOCSIS 4.0 capabilities; consolidating back-office functions such as billing, accounting and service provisioning; migrating products to Cable One platforms; and expanding our high-capacity fiber network.

Previous wording

Our primary financial goals are to continue growing residential data and business data revenues, to increase profit margins and to deliver strong Adjusted EBITDA and Adjusted EBITDA less capital expenditures over the long-term. To achieve these goals, we intend to continue our disciplined cost management approach, remain focused on customers with expected higher relative value, supplement our growth by targeting a broader scope of incremental customers, including those who are more value-conscious, combat competitive threats in our markets through more targeted pricing and product offerings and follow through with further planned investments in broadband plant upgrades, including the continued deployment of DOCSIS 4.0 capabilities and new data service offerings for residential and business customers. We also plan to seek broadband-related acquisition and strategic investment opportunities in rural markets in addition to the pursuit of organic growth through market expansion projects. Given our strategic focus on our higher margin residential data and business data product lines, we assess our level of capital expenditures relative to Adjusted EBITDA, unlike others in our industry who may compare their capital expenditures to revenues due to their much larger residential video customer bases.

Current wording

Our primary financial goals are to grow residential data and business data customers and revenues, to increase profit margins and to deliver strong Adjusted EBITDA and Adjusted EBITDA less capital expenditures over the long-term. To achieve these goals, we intend to continue our disciplined cost management approach, remain focused on customers with expected higher relative value and supplement our growth by targeting a broader scope of incremental customers, including those who are more value-conscious. We combat competitive threats in our markets through targeted pricing and product offerings and further planned investments in broadband plant upgrades, including the continued deployment of DOCSIS 4.0 capabilities and new data service offerings for residential and business customers. Given our strategic focus on our higher margin residential data and business data product lines, we assess our level of capital expenditures relative to Adjusted EBITDA, unlike others in our industry who may compare their capital expenditures to revenues due to their much larger residential video customer bases.

Previous wording

In recent years, we have made investments in several broadband-centric providers serving non-urban markets that follow various strategies similar to our own. Such strategic investments were intended to capitalize on opportunities that may not have existed under a full ownership model, in order to allow us to participate more aggressively in the fiber expansion business and potentially provide future monetization, acquisition or investment opportunities, while allowing our management team to focus on our core business and without burdening our cash flow.

Current wording

We also evaluate opportunistic broadband-related acquisition and strategic investment opportunities in rural markets in addition to the pursuit of organic growth through market expansion projects. In recent years, we have made investments in several broadband-centric providers serving non-urban markets that follow various strategies similar to our own. Such strategic investments were intended to capitalize on opportunities that may not have existed under a full ownership model, in order to allow us to participate more aggressively in the fiber expansion business and potentially provide future monetization, acquisition or investment opportunities, while allowing our management team to focus on our core business and without burdening our cash flow.

Previous wording

The following tables summarize certain key measures of our results of operations (dollars in thousands):

Current wording

The following table summarizes certain key measures of our results of operations (dollars in thousands):

Previous wording

(1)Adjusted EBITDA is a non-GAAP measure. Refer to "Use of Adjusted EBITDA" below for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure.

Current wording

(1)Adjusted EBITDA is a non-GAAP measure. Refer to "Use of Adjusted EBITDA" below for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure.

Previous wording

We use various nonfinancial metrics to measure, manage and monitor our operating performance on an ongoing basis. Such metrics include passings, PSUs and customer relationships. Passings represent the estimated number of serviceable and marketable homes and businesses passed by our active plant based on available information. A PSU represents a single subscription to a particular service offering. Residential bulk multi-dwelling PSUs are generally classified as residential and are counted at the individual unit level. Business voice customers who have multiple voice lines are counted as a single PSU. A customer relationship represents a single customer who subscribes to one or more PSUs.

Current wording

We use various nonfinancial metrics to measure, manage and monitor our operating performance on an ongoing basis. Such metrics include passings, PSUs and customer relationships.

Previous wording

Residential data service revenues decreased $14.5 million, or 2.1%, due primarily to a decrease in residential data subscribers, partially offset by a 0.8% increase in ARPU.

Current wording

Residential data service revenues decreased $11.6 million, or 5.1%, due primarily to a decrease in residential data subscribers, partially offset by a 0.8% increase in ARPU.

Previous wording

Residential video service revenues decreased $8.7 million, or 16.2%, due primarily to a decrease in residential video subscribers, partially offset by a rate adjustment enacted during the first quarter of 2025.

Current wording

Residential video service revenues decreased $10.0 million, or 19.8%, due primarily to a decrease in residential video subscribers, partially offset by rate adjustments enacted during 2025.

Previous wording

Residential voice service revenues decreased $1.1 million, or 13.8%, due primarily to a decrease in residential voice subscribers.

Current wording

Residential voice service revenues decreased $0.5 million, or 7.6%, due primarily to a decrease in residential voice subscribers.

Previous wording

Business other revenues decreased $2.8 million, or 15.7%, due primarily to a decrease in business video subscribers.

Current wording

Business other revenues decreased $2.6 million, or 15.7%, due primarily to a decrease in business video subscribers.

Previous wording

Other revenues decreased $2.4 million, or 9.1%, due primarily to a decrease in regulatory and advertising revenues.

Current wording

Other revenues decreased $1.9 million, or 8.0%, due primarily to a decrease in regulatory and advertising revenues.

Previous wording

Operating expenses (excluding depreciation and amortization) were $96.0 million for the three months ended September 30, 2025 and decreased $8.6 million, or 8.2%, compared to the three months ended September 30, 2024. The decrease in operating expenses was primarily attributable to decreases of $6.7 million in programming and franchise costs as a result of video customer losses, $1.7 million in property and other taxes, $0.7 million in labor and other compensation-related costs and $0.6 million in health insurance costs, partially offset by a $1.2 million increase in maintenance costs. Operating expenses as a percentage of revenues were 25.5% and 26.6% for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Operating expenses (excluding depreciation and amortization) were $93.9 million for the three months ended March 31, 2026 and decreased $6.0 million, or 6.0%, compared to the three months ended March 31, 2025. The decrease in operating expenses was primarily attributable to decreases of $6.9 million in programming and franchise costs as a result of video customer losses and $2.9 million in health insurance costs, partially offset by increases of $1.8 million in software costs and $1.0 million in maintenance costs. Operating expenses as a percentage of revenues were 26.6% and 26.2% for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Selling, general and administrative expenses were $100.8 million for the three months ended September 30, 2025 and increased $12.4 million, or 14.0%, compared to the three months ended September 30, 2024. The increase in selling, general and administrative expenses was primarily attributable to increases of $6.6 million in labor and other compensation-related costs driven by non-cash stock-based compensation, $3.8 million in billing system conversion costs and $1.8 million in software costs, partially offset by a $1.1 million decrease in rebranding expenses. Selling, general and administrative expenses as a percentage of revenues were 26.8% and 22.5% for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Selling, general and administrative expenses were $87.2 million for the three months ended March 31, 2026 and decreased $8.2 million, or 8.6%, compared to the three months ended March 31, 2025. The decrease in selling, general and administrative expenses was primarily attributable to decreases of $3.8 million in labor and other compensation-related costs, $3.7 million in billing system conversion costs and $3.0 million in health insurance costs, partially offset by a $1.3 million increase in software costs. Selling, general and administrative expenses as a percentage of revenues were 24.7% and 25.1% for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Depreciation and amortization expense was $83.3 million for the three months ended September 30, 2025 and decreased $1.8 million, or 2.1%, compared to the three months ended September 30, 2024. Depreciation and amortization expense as a percentage of revenues was 22.2% and 21.6% for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Depreciation and amortization expense was $82.5 million for the three months ended March 31, 2026 and decreased $3.0 million, or 3.5%, compared to the three months ended March 31, 2025. Depreciation and amortization expense as a percentage of revenues was 23.4% and 22.5% for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Interest expense, net, was $32.0 million for the three months ended September 30, 2025 and decreased $2.2 million, or 6.4%, compared to the three months ended September 30, 2024 due primarily to lower outstanding debt balances and a decrease in interest rates.

Current wording

Interest expense, net, was $30.3 million for the three months ended March 31, 2026 and decreased $4.2 million, or 12.2%, compared to the three months ended March 31, 2025 due primarily to lower outstanding debt balances and a decrease in interest rates.

Previous wording

Other income, net, was $71.8 million for the three months ended September 30, 2025 and consisted primarily of $67.4 million of gains on sales of equity investments, a $3.2 million gain on debt extinguishments and a $2.1 million non-cash gain on fair value adjustment associated with the New MBI Net Option. Other income, net, was $5.3 million for the three months ended September 30, 2024 and consisted primarily of a $6.9 million non-cash gain associated with our Nextlink equity investment, partially offset by a $1.5 million non-cash loss on fair value adjustment associated with the Old MBI Net Option.

Current wording

Other income, net, was $23.0 million for the three months ended March 31, 2026 and consisted primarily of a $26.6 million gain on sale of fiber-to-the-tower contract rights and $9.8 million of gains on debt extinguishments, partially offset by a $13.8 million non-cash loss on fair value adjustment associated with the MBI option. Other expense, net, was $1.4 million for the three months ended March 31, 2025 and consisted primarily of a $4.7 million non-cash loss on fair value adjustment associated with the MBI Net Option, partially offset by a $3.2 million gain on sale of an equity investment.

Previous wording

Income tax provision was $25.8 million and $15.9 million for the three months ended September 30, 2025 and 2024, respectively, and our effective tax rate was 19.2% and 19.5% for the three months ended September 30, 2025 and 2024, respectively. The increase in income tax provision was due primarily to the tax impact from the sales of equity investments in the current quarter.

Current wording

Income tax provision was $19.4 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, and our effective tax rate was 24.5% and 0.3% for the three months ended March 31, 2026 and 2025, respectively. The increase in income tax provision was due primarily to an increase in pre-tax income and lower equity method investment net losses.

Previous wording

Equity method investment loss, net, was $100.2 million for the nine months ended September 30, 2025 and consisted of our $101.0 million and $3.5 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively, partially offset by our $4.3 million proportionate share of net income from our Nextlink investment. Equity method investment loss, net, was $65.6 million for the nine months ended September 30, 2024 and consisted primarily of our $62.9 million and $2.8 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively.

Current wording

Equity method investment loss, net, was $24.1 million for the three months ended March 31, 2026 and consisted primarily of our $24.1 million and $1.5 million proportionate shares of net losses from our Clearwave Fiber and MBI investments, respectively, partially offset by our $1.5 million proportionate share of net income from our Nextlink investment. Equity method investment loss, net, was $57.0 million for the three months ended March 31, 2025 and consisted of our $54.9 million and $3.5 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively, partially offset by our $1.4 million proportionate share of net income from our Nextlink investment. Our proportionate share of Clearwave Fiber's net loss for the three months ended March 31, 2025 included $28.0 million of non-cash impairment charges incurred by Clearwave Fiber.

Previous wording

Unrealized loss on cash flow hedges and other, net of tax, was $3.1 million and $31.2 million for the three months ended September 30, 2025 and 2024, respectively. The $28.1 million decrease was due primarily to a smaller decline in forward interest rates during the three months ended September 30, 2025 compared to the prior year quarter.

Current wording

Unrealized gain on cash flow hedges and other, net of tax, was $4.1 million for the three months ended March 31, 2026 compared to a $15.0 million loss for the three months ended March 31, 2025. The $19.1 million change was due primarily to an increase in forward interest rates during the three months ended March 31, 2026 compared to a decrease in the prior year quarter.

Previous wording

We use certain measures that are not defined by GAAP to evaluate various aspects of our business. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as superior to, or as a substitute for, net income (loss) reported in accordance with GAAP. Adjusted EBITDA is reconciled to net income (loss) below, the most directly comparable GAAP financial measure.

Current wording

We use certain measures that are not defined by GAAP to evaluate various aspects of our business. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as superior to, or as a substitute for, net income reported in accordance with GAAP. Adjusted EBITDA is reconciled to net income below, the most directly comparable GAAP financial measure.

Previous wording

Adjusted EBITDA is defined as net income (loss) plus net interest expense, income tax provision (benefit), depreciation and amortization, equity-based compensation, severance and contract termination costs, acquisition-related costs, net (gain) loss on asset sales and disposals, system conversion costs, rebranding costs, government program exit costs, net equity method investment (income) loss, asset impairments, executive search costs, legal settlement of alleged patent infringement, net other (income) expense and any special items, as applicable, provided in the reconciliation tables below. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business as well as other non-cash or special items and is unaffected by our capital structure or investment activities. This measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of debt financing. These costs are evaluated through other financial measures.

Current wording

Adjusted EBITDA is defined as net income plus net interest expense, income tax provision, depreciation and amortization, equity-based compensation, severance and contract termination costs, acquisition-related costs, net (gain) loss on asset sales and disposals, system conversion costs, net equity method investment (income) loss, executive search and transition costs, MBI integration costs net other (income) expense and any special items, as applicable, provided in the reconciliation tables below. Executive search and transition costs consist of expenses incurred in connection with changes in executive leadership, including make-whole payment, severance and other separation benefits, and costs related to executive search and onboarding. MBI integration costs consist of expenses for planning and implementing system conversion, rebranding, employee-related costs (including severance and retention) and other professional fees incurred in connection with the integration of MBI. These costs are associated with discrete events and are incremental to normal, recurring, operating expenses and as such, are excluded from Adjusted EBITDA. Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business as well as other non-cash or special items and is unaffected by our capital structure or investment activities. This measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of debt financing. These costs are evaluated through other financial measures.

Previous wording

Our primary funding requirements are for our ongoing operations, capital expenditures, potential acquisitions and strategic investments, debt repayment and share repurchases. We believe that our existing cash balances, our Senior Credit Facilities and operating cash flows will provide adequate support for these funding requirements over the next 12 months. However, our ability to utilize those funding sources to fund ongoing operations, make capital expenditures, make future acquisitions and strategic investments, repay debt and make share repurchases depends on future operating performance and cash flows, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

Current wording

Our primary funding requirements are for our ongoing operations, capital expenditures, the MBI acquisition (discussed below), potential acquisitions and strategic investments, debt repayment (including MBI's term loans due November 2027) and share repurchases. We believe that our existing cash balances, our Senior Credit Facilities and operating cash flows will provide adequate support for these funding requirements over the next 12 months. However, our ability to utilize those funding sources to fund ongoing operations, make capital expenditures, complete the MBI acquisition, make future acquisitions and strategic investments, repay debt and make share repurchases depends on future operating performance and cash flows, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

Previous wording

Prior to June 30, 2024, we held a call option to purchase all but not less than all of the remaining equity interests in MBI that we do not already own between January 1, 2023 and June 30, 2024. The call option expired unexercised on June 30, 2024. Further, certain investors in MBI held a put option to sell (and to cause all members of MBI other than us to sell) to us all but not less than all of the remaining equity interests in MBI that we do not already own between July 1, 2025 and September 30, 2025.

Current wording

From November 2020 to June 30, 2024, we held a call option to purchase all but not less than all of the remaining equity interests in MBI, a data, video and voice services provider in which we acquired an approximately 45% equity interest in November 2020, that we did not already own between January 1, 2023 and June 30, 2024. The call option expired unexercised on June 30, 2024. Further, certain investors in MBI held a put option to sell (and to cause all members of MBI other than us to sell) to us all but not less than all of the remaining equity interests in MBI that we did not already own between July 1, 2025 and September 30, 2025.

Previous wording

In December 2024, we amended our agreement with MBI, to, among other things, (i) reinstate the expired call option to acquire the Call Option; (ii) amend the put option to establish the Put Option; (iii) require us to make the Upfront Payment, which was paid on December 20, 2024; and (iv) provide for the other members of MBI to immediately receive, indirectly, the New MBI Debt. The Call Price or Put Price payable by us upon the exercise of the Call Option or Put Option, as applicable, is to be calculated under a formula based on a multiple of MBI’s adjusted EBITDA for the twelve-month period ended June 30, 2025, and MBI’s total net indebtedness. The aggregate amount of the Upfront Payment and the New MBI Debt will reduce the Call Price or Put Price payable upon the exercise of the Call Option or Put Option, as applicable, and the impact of the New MBI Debt (and the associated interest and fees) will be excluded from the calculation of MBI's total net indebtedness for purposes of determining such purchase price. Further, if the closing of the Put Option or Call Option occurs prior to October 1, 2026, the Call Price or Put Price payable will be discounted, from October 1, 2026 to the closing, at a per annum rate of 12%.

Current wording

In December 2024, we amended our agreement with MBI, to, among other things, (i) reinstate the expired call option to acquire the Call Option; (ii) amend the put option to establish the Put Option; (iii) require us to make the Upfront Payment, which was paid on December 20, 2024; and (iv) provide for the other members of MBI to immediately receive, indirectly, the New MBI Debt. The Put Price payable by us upon the closing of the Put Option exercise is calculated under a formula based on a multiple of MBI’s adjusted EBITDA for the twelve-month period ended June 30, 2025, and MBI’s total net indebtedness. The aggregate amount of the Upfront Payment and the impact of the New MBI Debt will reduce the Put Price payable upon the closing of the Put Option exercise and the impact of the New MBI Debt (and the associated interest and fees) will be excluded from the calculation of MBI's total net indebtedness for purposes of determining such purchase price. Further, if the closing of the Put Option exercise occurs prior to October 1, 2026, the Put Price payable will be discounted, from October 1, 2026 to the closing, at a per annum rate of 12%. The Put Option was exercised on January 2, 2026 and the transaction is expected to close on October 1, 2026.

Previous wording

MBI's total revenues for the twelve months ended September 30, 2025 were approximately $310 million and MBI had approximately 210,000 residential and business data customers and a network footprint with approximately 675,000 passings as of September 30, 2025. Based on currently available information, if the Call Option or Put Option is exercised and closing occurs on October 1, 2026, we estimate that (i) the Call Price or Put Price payable by us for the equity interests of MBI that we do not already own will range between approximately $475 million and $495 million; and (ii) MBI’s total net indebtedness that will be outstanding at the time it becomes a wholly-owned subsidiary will be approximately $845 million to $895 million. These estimates are based on MBI's preliminary financial information, past performance and current forecasts and are subject to numerous assumptions and risks including, without limitation, factors that could impact MBI, such as competition, economic conditions, operating performance and other factors described under“Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Should the underlying assumptions prove incorrect, or if any of those risks materialize, or if closing occurs earlier or later than October 1, 2026, the actual Call Price or Put Price payable upon the closing of an exercise of the Call Option or Put Option and the amount of MBI’s indebtedness outstanding at that time may differ from the estimated amounts described above.

Current wording

Based on currently available information and the expected closing of October 1, 2026, (i) the Put Price payable by us for the equity interests of MBI that we do not already own will be approximately $480 million; and (ii) we estimate that MBI’s total net indebtedness that will be outstanding at the time it becomes a wholly-owned subsidiary will be approximately $875 million to $925 million (in the form of term loans maturing in November 2027). This estimate of MBI's total indebtedness is based on MBI's preliminary financial information, past performance and current forecasts and is subject to numerous assumptions and risks including, without limitation, factors that could impact MBI, such as competition, economic conditions, operating performance and other factors described under“Cautionary Statement Regarding Forward-Looking Statements.” Should the underlying assumptions prove incorrect, or if any of those risks materialize, the amount of MBI’s total net indebtedness outstanding at that time may differ from the estimated range described above.

Previous wording

We believe that our existing cash balances, the anticipated available capacity under the Revolving Credit Facility at the time of the transaction and our operating cash flows will be sufficient to fund the purchase price payable if either the Call Option or Put Option is exercised without needing to raise additional incremental capital. However, we may also opportunistically pursue additional incremental financing transactions depending on market conditions and other factors.

Current wording

We believe that our existing cash balances, the anticipated available capacity under the Revolving Credit Facility at the time of the transaction and our operating cash flows will be sufficient to fund the Put Price payable at the closing of the Put Option exercise. However, we may also opportunistically pursue additional incremental financing transactions depending on market conditions and other factors.

Previous wording

The $78.7 million year-over-year decrease in net cash provided by operating activities was primarily attributable to unfavorable changes in working capital and a decrease in Adjusted EBITDA.

Current wording

The $1.9 million year-over-year increase in net cash provided by operating activities was primarily attributable to a decrease in cash paid for income taxes and interest, partially offset by a decrease in Adjusted EBITDA.

Previous wording

The $163.6 million year-over-year decrease in net cash used in investing activities was due primarily to $133.9 million of proceeds from sales of equity investments during the current year period and a $20.0 million equity investment made in the prior year period that did not recur.

Current wording

The $32.7 million year-over-year decrease in net cash used in investing activities was due primarily to $42.0 million of proceeds received from the sale of fiber-to-the-tower contract rights during the first quarter of 2026, partially offset by a $9.6 million reduction in proceeds from sales of equity investments.

Previous wording

The $108.2 million year-over-year increase in net cash used in financing activities was due primarily to a $142.1 million increase in debt repayments, partially offset by a $33.7 million reduction in dividends as a result of the suspension of the Company's dividend beginning in the second quarter of 2025.

Current wording

The $17.2 million year-over-year increase in net cash used in financing activities was due primarily to a $35.7 million increase in net debt repayments, partially offset by a $17.2 million dividend payment in the prior year that did not recur.

Previous wording

On May 20, 2022, the Board authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock). We had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of September 30, 2025. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions, and we may opportunistically and prudently consider buying back shares under our remaining share repurchase authorization. The size and timing of any additional purchases are based on a number of factors, including share price, trading levels and business and market conditions. Since we first became publicly traded in 2015 through September 30, 2025, we have repurchased 646,244 shares of our common stock at an aggregate cost of $556.9 million. We did not repurchase any shares during the nine months ended September 30, 2025 or 2024.

Current wording

On May 20, 2022, the Board authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock). We had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of March 31, 2026. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions, and we may opportunistically and prudently consider buying back shares under our remaining share repurchase authorization. The size and timing of any additional purchases are based on a number of factors, including share price, trading levels and business and market conditions. Since we first became publicly traded in 2015 through March 31, 2026, we have repurchased 646,244 shares of our common stock at an aggregate cost of $556.9 million. We did not repurchase any shares during the three months ended March 31, 2026 or 2025.

Previous wording

The Credit Agreement provides for the Term Loan B-2, the Term Loan B-3, the Term Loan B-4 and the Revolving Credit Facility. The Revolving Credit Facility also gives us the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. No letters of credit were issued under the Revolving Credit Facility as of September 30, 2025.

Current wording

The Credit Agreement provides for the Term Loan B-2, the Term Loan B-3, the Term Loan B-4 and the Revolving Credit Facility. The Revolving Credit Facility also gives us the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility.

Previous wording

Under the Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at our option, equal to either SOFR or a base rate, plus an applicable margin equal to, (i) with respect to the Revolving Credit Facility, 1.25% to 1.75% plus a 10 basis point credit spread adjustment for SOFR loans and 0.25% to 0.75% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on our Total Net Leverage Ratio (as defined in the Credit Agreement), (ii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.25% plus a 10 basis point credit spread adjustment for SOFR loans and 1.25% for base rate loans and (iii) with respect to the Term Loan B-4, 2.0% plus an approximately 11.4 to 42.8 basis point credit spread adjustment based on the interest period elected for SOFR loans and 1.0% for base rate loans.

Current wording

Under the Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at our option, equal to either SOFR or a base rate, plus an applicable margin equal to, (i) with respect to the Revolving Credit Facility, 1.25% to 1.75% plus a 10 basis point credit spread adjustment for SOFR loans and 0.25% to 0.75% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on our Total Net Leverage Ratio, (ii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.25% plus a 10 basis point credit spread adjustment for SOFR loans and 1.25% for base rate loans and (iii) with respect to the Term Loan B-4, 2.0% plus an approximately 11.4 to 42.8 basis point credit spread adjustment based on the interest period elected for SOFR loans and 1.0% for base rate loans.