Cable One, Inc.

Current report

We may not realize any benefits from the MBI Acquisition, and MBI's substantial indebtedness maturing in November 2027, and risks relating to our intention to hold MBI separate from the balance of our operations following any closing of the MBI Acquisition, could adversely affect MBI’s business, financial condition and results of operations and our consolidated financial condition and results of operations.

Current report

If the TRO is dissolved and the MBI Acquisition is consummated, we may not realize any financial, operational or strategic benefits from the MBI Acquisition. The costs, indebtedness and other financial obligations (including tax liabilities) associated with the MBI Acquisition are substantial and may outweigh any benefits potentially available from full ownership of MBI. Even if MBI is able to refinance or restructure its indebtedness, the resulting debt service requirements, restrictions on its operations and other financial obligations on MBI may substantially diminish, if not eliminate altogether, any economic benefits that we might otherwise realize from the MBI Acquisition.

Current report

As of September 30, 2026, the additional equity interests of MBI to be acquired as part of the MBI Acquisition are of uncertain value in light of MBI’s recent financial performance, valuation multiples of comparable businesses and MBI’s outstanding indebtedness. If MBI’s term loans are not refinanced or restructured prior to its November 12, 2027 maturity date, MBI may be required to file for bankruptcy. We cannot assure you that MBI will be able to refinance or restructure its indebtedness on satisfactory terms or at all. Any developments regarding MBI’s indebtedness could materially adversely affect MBI’s business, financial condition and results of operations and, following consummation of the MBI Acquisition, adversely affect our consolidated financial condition and results of operations.

Current report

If the MBI Acquisition is consummated, the Company intends to hold MBI separate from the balance of its operations to preserve flexibility and mitigate adverse impacts to the Company in the event MBI’s term loans are unable to be refinanced or restructured prior to the November 12, 2027 maturity date. Although MBI is expected to continue operating as a separate business, there can be no assurance that maintaining MBI's operations, financing arrangements and assets separately from our existing business will be sufficient to insulate either business from adverse financial developments affecting the other. Measures intended to maintain such separation could restrict our ability to access or transfer cash and other assets between MBI and us and our existing subsidiaries, provide financial support to MBI or otherwise deploy resources across our consolidated business. Such measures will also limit our ability to achieve operating efficiencies, economies of scale or other benefits that might otherwise be available through the integration of MBI with our existing business. Further, in the event of an MBI bankruptcy or other restructuring there can be no assurance that any measures intended to maintain MBI's separateness would prevent adverse consequences for our existing business or protect our assets from claims asserted by MBI’s creditors or other third parties.

Current report

The pending litigation relating to the MBI Acquisition and any similar proceedings could result in significant costs, delay or prevent the consummation of the MBI Acquisition and adversely affect our business, financial condition and results of operations.

Current report

In addition to the CoBank Action and the resulting TRO and the November 2, 2026 letter from MBI and the GTCR investors, we have received written correspondence from counsel to a group of the Company's creditors threatening to assert claims substantially similar to those alleged by CoBank. There can be no assurance that the CoBank action or any other litigation or legal proceedings raising similar or additional claims will be resolved in our favor. In addition, even if the TRO is dissolved, CoBank (or our other creditors) may pursue litigation against us if the MBI Acquisition is consummated. An adverse outcome in any such proceedings could result in additional injunctive relief, damages, significant legal expenses, further delay or prevent consummation of the MBI Acquisition and the contemplated financing transactions, or otherwise impair our ability to refinance our existing indebtedness. Any of these developments could materially adversely affect our financial condition and results of operations.

Current report

We have incurred substantial indebtedness and the degree to which we are now leveraged, together with the substantial indebtedness of MBI, may have a material adverse effect on our business, financial condition or results of operations and cash

Current report

flows.

Current report

We currently have a substantial amount of indebtedness, including significant debt obligations scheduled to mature at various times in 2028, which could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, strategic investments, the MBI Acquisition, debt service requirements or other purposes. Our substantial indebtedness also increases our vulnerability to adverse economic, market and industry conditions, limits our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and places us at a disadvantage in relation to our competitors that have lower debt levels. If the MBI Acquisition is consummated, MBI’s significant indebtedness maturing on November 12, 2027 will increase our total consolidated indebtedness and could increase the risks described above.

Current report

Our ability to make payments on and to refinance our indebtedness as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors, most of which are beyond our control. We have been and continue to be engaged in discussions to raise capital and address certain of our future debt maturities and the purchase price for the MBI Acquisition. However, we make no assurances that we will be able to consummate any financing transactions. If we become obligated to close the MBI Acquisition and are unable to address our forthcoming debt maturities, it is possible that we will not consummate the MBI Acquisition, which could result in a claim of breach under the purchase agreement for the MBI Acquisition and MBI’s limited liability company agreement. In that event, we could become subject to claims by other members of MBI seeking monetary damages and/or specific performance of our obligations under the purchase agreement for the MBI Acquisition, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Current report

If we are unable to complete the contemplated financing transactions or to generate sufficient cash flow in the future to meet our commitments, we may be required to augment our business plans to prioritize initiatives designed to meet our near term commitments rather than grow our business, including selling assets or operations that we would not otherwise seek to sell and/or curtail our capital expenditures and forgo potentially attractive growth opportunities. We cannot assure you that any such initiatives could be implemented on a timely basis or on satisfactory terms, or that they would enable us to satisfy our debt obligations and other capital requirements. Moreover, our existing debt agreements contain, and our future debt agreements will contain, restrictive covenants that may limit our ability to pursue our business objectives. Any failure to comply with these covenants or repay our indebtedness when due could result in an event of default and, if not cured or waived, the acceleration of our outstanding indebtedness and the exercise of remedies by our creditors.

Current report

The terms of our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations, and could limit our ability to refinance our existing indebtedness.

Current report

The terms of our indebtedness include a number of restrictive covenants that impose significant operating and financial restrictions on us and limit our ability to engage in actions that may be in our long-term best interests and the terms of any new indebtedness we may incur are anticipated to include restrictive covenants that will be even more restrictive than the restrictive covenants in our existing debt agreements. These restrictions could impair our ability to address our upcoming debt maturities by limiting the amount and terms of the indebtedness we may incur. Following the MBI Acquisition, MBI’s debt agreements will also impose restrictions on its operations and financial flexibility, which may limit our ability to manage the financial obligations of MBI. These covenants may restrict our ability to take some or all of the following actions:

Current report

•make acquisitions or investments;

Current report

•sell, transfer or otherwise dispose of certain assets;

Current report

•create or allow to exist liens;

Current report

•enter into sale/leaseback transactions;

Current report

•consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;

Current report

•enter into transactions with affiliates;

Current report

•issue or sell stock of our subsidiaries; and/or

Current report

•significantly change the nature of our business.

Current report

•limited in how we conduct our business and pursue our strategy;

Current report

•unable to raise additional debt financing to operate during general economic or business downturns; and/or

Current report

•unable to compete effectively or to take advantage of new business opportunities, including acquisitions and strategic investments.

Current report

A breach of any of these covenants, if applicable, could result in an event of default under the terms of our indebtedness. We may be required to seek amendments or waivers of certain covenants in connection with our efforts to refinance or restructure our indebtedness, and there can be no assurance that those amendments or waivers will be available on acceptable terms or at all. If an event of default occurs under any of our debt agreements, the applicable lenders or bondholders would have the right to accelerate the repayment of such debt and the event of default or acceleration may result in the acceleration of the repayment of our debt to which a cross-default or cross-acceleration provision applies. Following the MBI Acquisition, a failure by MBI to comply with its debt covenants or repay its indebtedness when due could similarly result in an event of default under its debt agreements and the acceleration of its indebtedness. Any such default or acceleration could adversely affect MBI’s operations and its and our consolidated financial condition. Furthermore, we have pledged our assets as collateral for our repayment obligations under a portion of our indebtedness. If we were unable to repay any amount of this indebtedness when due and payable, the lenders of this indebtedness could proceed against the collateral that secures this indebtedness. Similarly, lenders under MBI’s secured debt agreements could exercise remedies against the assets securing MBI’s indebtedness if MBI defaults on its obligations. In the event our creditors accelerate the repayment of our borrowings, we may not have sufficient assets to repay such indebtedness and our financial condition will be materially negatively affected.

Current report

Our common stock could be delisted from the New York Stock Exchange, which could negatively affect the price and liquidity of our common stock and trigger a “fundamental change” under the indenture governing our convertible notes.

Current report

Our common stock is listed on the New York Stock Exchange (the "NYSE"), and in order to remain listed we are required to satisfy the NYSE's continued listing standards, including requirements regarding a minimum average closing share price and minimum average global market capitalization (or, in certain instances, a minimum average global market capitalization and minimum stockholders' equity). If our average global market capitalization is less than $50 million over a consecutive 30 trading-day period and, at the same time, our stockholders’ equity is less than $50 million, our common stock could be subject to delisting under Section 802.01B of the NYSE Listed Company Manual, if compliance is not regained during the applicable cure period available in certain situations under the NYSE’s rules. In addition, our common stock would be promptly delisted from NYSE if our average global market capitalization falls below $15 million over a consecutive 30 trading-day period, without any opportunity to cure.

Current report

As of September 30, 2026, our stockholders' equity was less than $50 million, and as of the date of this Quarterly Report our average global market capitalization is less than $50 million over a consecutive 30 trading-day period. Therefore, as of the date this Quarterly Report was filed, we are not in compliance with the continued listing standards under Section 802.01B of the NYSE Listed Company Manual.

Current report

We intend to submit to the NYSE a plan to regain compliance with the listing standard described above during the applicable cure period, but we cannot assure you that our plan will be accepted by the NYSE or, if it is accepted, that we will regain compliance within the applicable cure period, or that we will continue to meet the NYSE's other continued listing standards. If our plan to regain compliance with the listing standard described above is not accepted, or is not timely submitted, the NYSE will initiate delisting procedures on our common stock. If our plan to regain compliance is accepted by the NYSE and we fail to comply with the plan as of any applicable compliance date, our common stock could be delisted. If our common stock is delisted by the NYSE, our common stock may be eligible to trade on an over-the-counter quotation system, such as the pink sheets or OTCQB market, where an investor may find it more difficult to sell our common stock or obtain accurate quotations as to the market value of our common stock. We cannot assure you that our common stock, if delisted from the NYSE, would be eligible to be listed on another national securities exchange or quoted on an over-the-counter quotation system.

Current report

A delisting could, among other things:

Current report

•make trading our common stock more difficult for investors, potentially leading to a decline in our share price and reduction of the trading volume and liquidity of our common stock;

Current report

•make it harder for stockholders to get a quote for the sale or purchase of our common stock;

Current report

•reduce the number of investors willing to hold or buy our common stock, including institutional investors whose investment guidelines restrict holdings of unlisted securities;

Current report

•reduce coverage by securities analysts and news media;

Current report

•trigger a “fundamental change” repurchase obligation under the indenture governing our convertible notes;

Current report

•make it harder for us to raise additional capital on acceptable terms, or at all;

Current report

•affect the acceptance of our common stock as currency or the value it is assigned by other parties; and

Current report

•harm our reputation with employees, customers, suppliers and business partners.

Current report

If a “fundamental change” is triggered under the indenture governing our convertible notes, the holders of the convertible notes will have the right, at their option, to require us to repurchase for cash their convertible notes at a repurchase price equal to 100% of the principal amount of the convertible notes to be repurchased, plus accrued and unpaid interest. If a “fundamental change” is triggered, we expect the holders of our convertible notes to require us to repurchase their convertible notes on these terms, based on the significant disparity between the par repurchase price upon a “fundamental change” and the recent trading price of the convertible notes. If that occurs, we may be unable to satisfy the repurchase obligation which would result in an event of default under the convertible notes indenture. Any event of default that occurs under our convertible notes indentures would also give rise to a cross-default under our credit agreement and, in certain instances, under our other debt agreements.

Current report

Any delisting of our common stock and the consequences thereof would have a material adverse effect on our business, financial condition and results of operations.