Cable One, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business. Cable One, Inc., together with its wholly owned subsidiaries (collectively, “Cable One” or the “Company”), is a fully integrated provider of data, video and voice services to residential and business subscribers in 24 Western, Midwestern and Southern U.S. states as of September 30, 2026.

Basis of Presentation. The condensed consolidated financial statements and accompanying notes thereto have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“GAAP”) for interim financial information; and (ii) the guidance of Rule 10-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the SEC. As permitted under such guidance, certain notes and other financial information normally required by GAAP have been omitted. Management believes the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations and cash flows as of and for the periods presented herein.

These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2025 Form 10-K.

The December 31, 2025 year-end balance sheet data presented herein was derived from the Company’s audited consolidated financial statements included in the 2025 Form 10-K, but does not include all disclosures required by GAAP. The Company’s interim results of operations may not be indicative of its future results.

Principles of Consolidation. The accompanying condensed consolidated financial statements include the accounts of the Company, including its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Segment Reporting. Accounting Standards Codification 280 -Segment Reporting requires the disclosure of factors used to identify an entity’s reportable segments. Based on the Company’s chief operating decision maker’s (“CODM”) review and assessment of the Company’s operations for purposes of performance monitoring and resource allocation, the Company determined that its operations, including the decisions to allocate resources and deploy capital, are organized and managed on a consolidated basis. Accordingly, management has identifiedone operating segment, which is its reportable segment, under this organizational and reporting structure as of September 30, 2026.

Liquidity. The Company's primary funding requirements are for its ongoing operations, capital expenditures, the MBI Acquisition (discussed and defined in note 5) and debt repayment. The Company believes that its existing cash balances, its Senior Credit Facilities (described and defined in note 8) and operating cash flows will provide adequate support for these funding requirements that are expected to arise within 12 months from the filing of this Quarterly Report on Form 10-Q. If the MBI acquisition is consummated, MBI's $22.0 million of outstanding borrowings under a revolving credit facility will come due August 2027. Beyond the next 12 months, additional significant amounts of indebtedness will come due at varying times over the subsequent 12-month period, namely: (i) if the MBI Acquisition is consummated, MBI’s $916.2 million of outstanding term loans maturing on November 12, 2027, (ii) the Company's $1.25 billion revolving credit facility maturing in February 2028 (of which $1.05 billion was drawn and outstanding as of September 30, 2026), (iii) the Company's $345.0 million of 1.125% convertible notes due 2028 maturing in March 2028 and (iv) the Company's $694.3 million of outstanding Term Loan B-4 maturing in May 2028. The Company's existing sources of liquidity and cash flows from operations will be insufficient to repay the debt described above on the applicable maturity dates. The Company's ability to address these forthcoming debt maturities primarily will depend on its ability to consummate one or more financing transactions and/or to extend the maturity date of the relevant debt through a consensual amendment and extension transaction with the relevant holders of the debt, which transactions are not entirely in its control. The Company has been and continues to be engaged in discussions to raise capital and address certain of its debt maturities. However, the Company can make no assurances that it will be able to consummate any financing transactions. While the Company was in compliance with its financial covenants as of September 30, 2026, and expects to remain in compliance for the next 12 months, it may not be able to maintain compliance if operating performance deteriorates or market conditions worsen, particularly if it does not consummate any financing transactions. If the Company breaches a financial covenant and is unable to obtain an amendment or waiver from the applicable lenders or bondholders, the breach could result in an event of default under the terms of its indebtedness and permit its creditors to accelerate repayment of such debt and potentially trigger acceleration of other debt under applicable cross-default or cross-acceleration provisions. If the Company becomes obligated to close the MBI Acquisition and is unable to address its forthcoming debt maturities, it is possible that the Company will not consummate the MBI Acquisition, which could result in a breach under the purchase agreement for the MBI Acquisition and MBI’s limited liability company agreement. In that event, the Company could become subject to claims by other members of MBI seeking monetary damages and/or specific performance of the Company's obligations under the purchase agreement for the MBI Acquisition, which could have a material adverse effect on its business, financial condition, results of operations and cash flows.

Use of Estimates. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates and underlying assumptions.

Recently Issued But Not Yet Adopted Accounting Pronouncements. In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. ASU 2024-03 requires that more granular information about certain types of expenses, including employee compensation, depreciation and amortization be disclosed in addition to certain qualitative descriptions of relevant expense captions that are not separately disclosed. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 on either a prospective or retrospective basis, with early adoption permitted. The Company plans to adopt ASU 2024-03 in the 2027 annual reporting period. The adoption of ASU 2024-03 will result in additional expense disclosures within the notes to the Company's consolidated financial statements.

2. SEGMENT REPORTING

Based on the way the Company’s CODM, who is the Company’s Chief Executive Officer ("CEO"), reviews and assesses the Company’s operations for purposes of performance monitoring and resource allocation, the Company determined that its operations, including the decisions to allocate resources and deploy capital, are organized and managed on a consolidated basis. Accordingly, management has identifiedone operating segment, which is the Company's reportable segment, under this organizational and reporting structure as of September 30, 2026.

The Company's consolidated net income (loss) is the GAAP measure of profit or loss which is used by the CODM to allocate resources and assess performance on a monthly basis. Such measure is compared against prior periods to identify, assess and respond to trends.

The following table includes the significant expense categories and amounts that are regularly provided to the CODM (in thousands):

(1)Includes other operating costs (such as marketing, software and maintenance expenses), depreciation and amortization, net gain (loss) on asset sales and disposals, asset impairments, net interest expense, net other income (expense), income tax (expense) benefit, net equity method investment income (loss) and certain other non-cash, non-core and/or non-recurring costs. Amounts for the three months ended September 30, 2026 and 2025 include interest expense of $39.4 million and $36.3 million, respectively, and interest and investment income of $4.7 million and $4.3 million, respectively. Amounts for the nine months ended September 30, 2026 and 2025 include interest expense of $111.0 million and $112.6 million, respectively, and interest and investment income of $12.3 million and $12.2 million, respectively.

Given the Company operates as a single reportable segment, segment assets are equal to total assets within the Company's condensed consolidated balance sheets.

3. REVENUES

Revenues by product line and deferred commission amortization were as follows (in thousands):

Business other revenues include business video, voice and other ancillary service revenues. Other revenues are comprised primarily of regulatory revenues, advertising sales, late charges and reconnect fees.

Deferred commission amortization expense is included within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).

Fees imposed on the Company by various governmental authorities, including franchise fees, are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. As the Company acts as principal, these fees are reported in video and voice revenues on a gross basis with corresponding expenses included within operating expenses in the condensed consolidated statements of operations and comprehensive income (loss).

Current deferred revenue liabilities consist of refundable customer prepayments, up-front charges and installation fees. Of the $22.7 million of current deferred revenue at December 31, 2025, $21.8 million was recognized during the nine months ended September 30, 2026. Of the $27.9 million of current deferred revenue at December 31, 2024, $26.5 million was recognized during the nine months ended September 30, 2025. Noncurrent deferred revenue liabilities consist of up-front charges and installation fees from business customers. A significant portion of the Company's revenues are derived from customers with month-to-month subscriptions who may cancel at any time without penalty. As such, the amount of deferred revenue is not necessarily indicative of the future revenue to be recognized from the Company's existing customers.

4. OPERATING ASSETS AND LIABILITIES

Accounts receivable, net, consisted of the following (in thousands):

(1)The balance as of December 31, 2025 includes $3.3 million of receivables from the federal government under the Secure and Trusted Communications Networks Reimbursement Program and $1.6 million due from Clearwave Fiber LLC, a former joint venture among the Company and certain unaffiliated third-party investors (“Clearwave Fiber”), for services provided by the Company under a transition services agreement.

The changes in the allowance for credit losses were as follows (in thousands):

Prepaid and other current assets consisted of the following (in thousands):

(1)Balance as of December 31, 2025 represents the net value of the Company's Call Option and Put Option associated with the remaining equity interests of MBI, consisting of assets of $31.8 million and $0, respectively. The carrying value of the MBI option has been reclassified to current liabilities and presented as a separate line item within the condensed consolidated balance sheets as of September 30, 2026. Refer to notes 5 and 10 for definitions of all capitalized terms and further information on these instruments.

Other noncurrent assets consisted of the following (in thousands):

Accounts payable and accrued liabilities consisted of the following (in thousands):

Other noncurrent liabilities consisted of the following (in thousands):

5. EQUITY INVESTMENTS

Point

In May 2026, the Company contributed to Point Broadband Holdings, LLC, a fiber internet service provider in which the Company was an existing investor (“Point”), the equity interests of Clearwave Fiber owned by the Company in exchange for additional equity interests in Point (the "Point-Clearwave Fiber Transaction"), recognizing a $60.1 million net gain on the transaction. Prior to the contribution, the Company's equity investment in Point was accounted for under the Accounting Standards Codification ("ASC") 321 measurement alternative. Following the contribution, the Company's equity investment in Point is accounted for under the equity method with a one quarter reporting lag.

MBI

From November 2020 to June 30, 2024, the Company 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 the Company acquired an approximately 45% equity interest in November 2020, that the Company 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 the Company to sell) to the Company all but not less than all of the remaining equity interests in MBI that the Company did not already own between July 1, 2025 and September 30, 2025.

In December 2024, the Company amended its agreement with MBI, to, among other things, (i) reinstate the Company's expired call option to acquire the remaining equity interests in MBI, exercisable any time after the availability of MBI's June 30, 2025 financial statements (unless the Put Option (as defined below) has already been exercised) (the “Call Option”); (ii) amend the put option held by certain other investors in MBI to sell (and to cause all members of MBI other than the Company to sell) to the Company all membership interests not held by the Company such that the exercise can occur no earlier than January 1, 2026 (unless a change of control of the Company occurs prior to that date), and the closing can occur no earlier than October 1, 2026 (unless the Company elects to cause the closing to occur earlier) (the “Put Option,” and together with the Call Option, the “MBI Net Option”); (iii) require the Company to make a $250 million net upfront cash payment to the other members of MBI (the “Upfront Payment”), which was paid on December 20, 2024; and (iv) provide for the other members of MBI to immediately receive, indirectly, the proceeds from $100 million of new indebtedness recently incurred by a subsidiary of MBI (the "New MBI Debt”) (collectively, the “MBI Amendment”).

In January 2026, certain other investors in MBI exercised the Put Option and the Company entered into a purchase agreement, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company would acquire the remaining approximately 55% equity interests in MBI that it does not already own (the “MBI Acquisition”). The purchase price for the MBI Acquisition (such purchase price, the "Put Price") was calculated under a formula based on a multiple of MBI’s adjusted earnings before interest, taxes, depreciation and amortization (“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 reduced 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) was excluded from the calculation of MBI's total net indebtedness for purposes of determining such purchase price. The purchase price for the MBI Acquisition was determined to be approximately $480 million. The terms of the Put Option contemplated that the transaction would close on or before October 1, 2026. As of September 30, 2026, MBI had $22.0 million of revolver borrowings due August 11, 2027 and $916.2 million of outstanding term loans with a scheduled maturity of November 12, 2027. The indebtedness of MBI is not required to be repaid upon any closing of the MBI Acquisition.

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 that the MBI Acquisition is consummated and MBI’s revolver borrowings and term loans are unable to be refinanced or restructured prior to their respective maturity dates. Over the next 12 months, the Company's ability to utilize the funding sources from the possible consummation of one or more financing transactions to fund ongoing operations, make capital expenditures, complete the MBI Acquisition and repay debt 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 the Company's control.

Refer to note 17 for further developments subsequent to September 30, 2026.

Others

In August 2025, the Company divested its equity investment in Northwest Fiber Holdco., LLC, a fiber internet service provider, for $109.9 million and recognized a $59.9 million gain. In July 2025, the Company divested its equity investments in MetroNet Systems, LLC, a fiber internet service provider, for $14.1 million and recognized a $7.1 million gain. In March 2025, the Company divested a small equity investment for $11.1 million and recognized a $3.6 million gain.

The carrying value of the Company's equity investments consisted of the following (dollars in thousands):

(1)Prior to the Point-Clearwave Fiber Transaction, the Company's investment in Point was accounted for under the ASC 321 measurement alternative. After the transaction, the Point investment is accounted for under the equity method.

(2)Visionary Communications, Inc., an internet service provider (“Visionary”).

(3)As a result of the Point-Clearwave Fiber Transaction, the Company contributed its equity interest in Clearwave Fiber to Point in exchange for additional equity interests in Point. As of December 31, 2025, the Company did not have a controlling financial interest and did not consolidate Clearwave Fiber for financial reporting purposes but accounted for its interest under the equity method of accounting as the entity’s governance arrangements required certain of the designees of the other unit holders to consent to all significant operating and financial decisions of the business.

(4)Represents the Company's percentage ownership of the total outstanding equity units in Clearwave Fiber as of December 31, 2025. The Company's ownership interest in Clearwave Fiber was in the form of common equity units and the ownership interest in Clearwave Fiber of the unaffiliated third-party investors was in the form of convertible preferred equity units. The convertible preferred equity units held by the unaffiliated third-party investors were subject to a specified preferred return in relation to the common equity units held by the Company. As a result of the economic and other attributes of the various classes of equity units in Clearwave Fiber, the Company's percentage ownership of the total outstanding equity units in Clearwave Fiber differed from its economic interest in Clearwave Fiber.

(5)AMG Technology Holdings, LLC, a wireless internet service provider (“Nextlink”).

The carrying values of the Company’s equity investments without readily determinable fair values are determined based on the fair value as of their respective acquisition dates and adjusted if and when relevant market transactions indicate fair value has changed.

The Company recorded $376.4 million of non-cash impairments to the carrying value of its MBI investment during 2026, including $26.7 million during the three months ended September 30, 2026. Such impairments were based on MBI's financial performance and updated forecast information received throughout 2026. The fair value of the MBI investment was determined using (i) the discounted cash flow method of the income approach, whose significant inputs and assumptions include forecasted revenues, margins, capital expenditures, working capital levels, income tax rates, long-term growth rates and a discount rate and (ii) the guideline public company method of the market approach, whose significant inputs and assumptions include the identification of appropriate market participants; consensus earnings before interest, taxes, depreciation and amortization estimates; and the selection of enterprise value multiples. During the three months ended June 30, 2026, the Company adjusted the carrying values of its existing equity interests in Point downward by $7.6 million and Clearwave Fiber upward by $67.7 million to their respective fair values implied by the Point-Clearwave Fiber Transaction, resulting in a net increase to the carrying value of the Company's new Point equity investment of $60.1 million after the Point-Clearwave Fiber Transaction.

Since their original acquisitions, the Company has recorded cumulative net upward adjustments to the carrying values of its Point and Nextlink investments of $72.4 million and $6.9 million, respectively, and a $502.9 million cumulative impairment of its MBI investment.

The carrying value of MBI trailed the Company’s underlying equity in MBI’s net assets by $35.8 million as of September 30, 2026 and exceeded the Company's underlying equity in MBI's net assets by $343.8 million at December 31, 2025.

Equity method investment income (loss), which increases (decreases) the carrying value of the respective investment, and which is recorded on a one quarter lag, along with other equity investment-related activity reflected in the condensed consolidated statements of operations and comprehensive income (loss), were as follows (in thousands):

(1)The amount for the nine months ended September 30, 2026 includes a $67.7 million revaluation gain in connection with the Point-Clearwave Fiber Transaction. The amount for the nine months ended September 30, 2025 includes $28.0 million of non-cash impairment charges recorded by Clearwave Fiber.

(2)The amounts for the three and nine months ended September 30, 2026 include non-cash impairments of $26.7 million and $376.4 million, respectively. The Company identified a $186.6 million difference between the fair values of certain of MBI’s finite-lived intangible assets and the respective carrying values recorded by MBI, of which $84.0 million was attributable to the Company’s ~45% pro rata portion. The Company is amortizing its share on an accelerated basis over the lives of the respective assets. For the three and nine months ended September 30, 2026, the Company recognized $3.8 million and $5.7 million of its proportionate share of MBI’s net loss, respectively, and $1.3 million and $4.3 million of its proportionate share of basis difference amortization, respectively. For the three and nine months ended September 30, 2025, the Company recognized $1.5 million and $1.9 million of its proportionate share of MBI's net income, respectively, and $1.7 million and $5.4 million of its proportionate share of basis difference amortization, respectively.

(3)The amounts for the three and nine months ended September 30, 2026 represent the change in fair value of the Put Option pending settlement. The amounts for the three and nine months ended September 30, 2025 represent the change in fair value of the MBI Net Option. Such instruments are measured at fair value on a quarterly basis (refer to note 10 for further information).

(4)In May 2026, as a result of the Point-Clearwave Fiber Transaction, the Company adjusted the carrying value of its existing equity interest in Point to its fair value implied by the transaction, recognizing a $7.6 million loss.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (in thousands):

Depreciation and amortization expense for property, plant and equipment was $67.4 million and $68.3 million for the three months ended September 30, 2026 and 2025, respectively, and $204.2 million and $208.7 million for the nine months ended September 30, 2026 and 2025, respectively.

7. GOODWILL AND INTANGIBLE ASSETS

During each of the second and third quarters of 2026, the Company determined that a triggering event had occurred that required interim impairment assessments of its indefinite-lived intangible assets and goodwill as a result of the decline in the price of the Company's common stock during the three months ended June 30, 2026 and September 30, 2026, respectively.

Based on qualitative assessments of its finite-lived intangible assets, no impairments of such assets were identified during either period.

Using the multi-period excess earnings method of the income approach, whose significant inputs and assumptions include forecasted revenues, subscriber attrition rates, margins, capital expenditures, contributory asset charges, income tax rates, long-term growth rates and a discount rate, to determine fair value, the Company's franchise agreements asset was determined to be impaired by $526.0 million as of June 30, 2026 and by a further $159.0 million as of September 30, 2026. Using the discounted cash flow method of the income approach, whose significant inputs and assumptions include forecasted revenues, margins, capital expenditures, working capital levels, income tax rates, long-term growth rates and a discount rate, and the guideline public company method of the market approach, whose significant inputs and assumptions include the identification of appropriate market participants; consensus earnings before interest, taxes, depreciation and amortization estimates; and the selection of enterprise value multiples, the Company's goodwill was determined to be impaired by $71.7 million as of June 30, 2026 and by a further $253.1 million as of September 30, 2026. These non-cash charges are included within asset impairments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2026.

During the first quarter of 2026, the Company sold certain fiber-to-the-tower contract rights for cash proceeds of $42.0 million. In connection with the transaction, the Company derecognized $13.3 million of customer relationship intangible assets and recognized an associated $27.6 million gain within other income in the condensed consolidated statement of operations and comprehensive income (loss).

The change in the Company's goodwill balance was as follows (dollars in thousands):

Intangible assets consisted of the following (dollars in thousands):

(1)Balances related to fully amortized trademarks and trade names were removed from both the gross carrying amount and accumulated amortization as of September 30, 2026.

Intangible asset amortization expense was $13.6 million and $15.1 million for the three months ended September 30, 2026 and 2025, respectively, and $41.1 million and $46.2 million for the nine months ended September 30, 2026 and 2025, respectively. The Company recognized $159.0 million, $526.0 million and $497.2 million of franchise agreements asset impairments during the three months ended September 30, 2026, June 30, 2026 and June 30, 2025, respectively. Cumulatively, the Company has recorded $1.18 billion of impairments to its franchise agreements.

The future amortization of existing finite-lived intangible assets as of September 30, 2026 was as follows (in thousands):

Actual amortization expense in future periods may differ from the amounts above as a result of intangible asset acquisitions or divestitures, changes in useful life estimates, impairments or other relevant factors.

8. DEBT

The carrying amount of long-term debt consisted of the following (in thousands):

(1)The 2026 Notes (as defined and described below), which were included within the current portion of long-term debt as of December 31, 2025, matured in March 2026.

Senior Credit Facilities. The fourth amended and restated credit agreement among the Company and its lenders, dated as of February 22, 2023 (as amended and restated, the “Credit Agreement”), provides for senior secured term loans in original aggregate principal amounts of (i) $250.0 million maturing in 2029 (subject to adjustment as described in the footnotes to the table below summarizing the Company's outstanding term loans as of September 30, 2026) (the “Term Loan B-2”), (ii) $775.0 million maturing in 2029 (subject to adjustment as described in the footnotes to the table below summarizing the Company's outstanding term loans as of September 30, 2026) (the “Term Loan B-3”) and (iii) $800.0 million maturing in 2028 (the “Term Loan B-4”), as well as a $1.25 billion revolving credit facility maturing in 2028 (the “Revolving Credit Facility” and, together with the Term Loan B-2, the Term Loan B-3 and the Term Loan B-4, the “Senior Credit Facilities”). The Revolving Credit Facility also gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. The Company is required to pay commitment fees on any unused portion of the Revolving Credit Facility at a rate between 0.20% per annum and 0.30% per annum, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement).

Under the Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at the Company’s option, equal to either the Secured Overnight Financing Rate (“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 the Company’s 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.

In September 2026, the Company borrowed $700.0 million under the Revolving Credit Facility and subsequently repaid $200.0 million of such borrowings. During the first quarter of 2026, the Company borrowed $575.0 million under the Revolving Credit Facility to fund the repayment in full of the 2026 Notes (as defined below) on the final maturity date thereof and subsequently repaid $25.0 million of such borrowings.

During the nine months ended September 30, 2026, the Company paid $37.2 million to retire $40.2 million of the outstanding principal of the Term Loan B-4, recognizing $2.8 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss). No such retirements occurred during the three months ended September 30, 2026.

As of September 30, 2026, the Company had $1.05 billion of borrowings outstanding under the Revolving Credit Facility that bore interest at an average rate of 6.7% per annum and $200.0 million of nominal availability under the Revolving Credit Facility. No letters of credit were issued under the Revolving Credit Facility. A summary of the Company’s outstanding term loans as of September 30, 2026 is as follows (dollars in thousands):

(1)Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment). All loans may be prepaid at any time without penalty or premium (subject to customary SOFR breakage provisions).

(2)The final maturity date of the Term Loan B-2 and the Term Loan B-3, in each case, will adjust to May 3, 2028 if greater than $150.0 million aggregate principal amount of the Term Loan B-4 (together with any refinancing indebtedness in respect of the Term Loan B-4 with a final maturity date prior to the date that is 91 days after October 30, 2029) remains outstanding on May 3, 2028.

Refer to note 9 to the Company’s audited consolidated financial statements included in the 2025 Form 10-K for further details on the Senior Credit Facilities.

Senior Notes. In November 2020, the Company issued $650.0 million aggregate principal amount of 4.00% senior notes due 2030 (the “Senior Notes”). The Senior Notes bear interest at a rate of 4.00% per annum payable semiannually in arrears on May 15th and November 15th of each year, beginning on May 15, 2021. The terms of the Senior Notes are governed by an indenture dated as of November 9, 2020 (the “Senior Notes Indenture”), among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (“BNY”), as trustee.

The Company may redeem some or all of the Senior Notes at any time and from time to time at a redemption price equal to: prior to November 15, 2026,102% of the principal amount; on or after November 15, 2026,101.333% of the principal amount; on or after November 15, 2027,100.667% of the principal amount; or on or after November 15, 2028,100% of the principal amount; plus, in each case, accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

Upon the occurrence of a Change of Control and a Below Investment Grade Rating Event (each as defined in the Senior Notes Indenture), the Company is required to offer to repurchase the Senior Notes at 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

During the nine months ended September 30, 2026, the Company repurchased $79.4 million aggregate principal amount of outstanding Senior Notes for $51.9 million, recognizing $26.9 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss). No such repurchases occurred during the three months ended September 30, 2026.

Convertible Notes. In March 2021, the Company issued $575.0 million aggregate principal amount of 0.000% convertible senior notes due 2026 (the “2026 Notes”) and $345.0 million aggregate principal amount of 1.125% convertible senior notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Convertible Notes,” and the Convertible Notes collectively with the Senior Notes, the “Notes”). The terms of the 2026 Notes and the 2028 Notes are each governed by a separate indenture dated as of March 5, 2021 (collectively, the “Convertible Notes Indentures” and together with the Senior Notes Indenture, the “Indentures”), in each case, among the Company, the guarantors party thereto and BNY, as trustee.

The 2026 Notes did not bear regular interest, and the principal amount of the 2026 Notes did not accrete. The 2028 Notes bear interest at a rate of 1.125% per annum. Interest on the 2028 Notes is payable semiannually in arrears on March 15th and September 15th of each year, beginning on September 15, 2021, unless earlier repurchased, converted or redeemed. The 2026 Notes matured on March 15, 2026 and were repaid in full with borrowings under the Revolving Credit Facility, and the 2028 Notes are scheduled to mature on March 15, 2028. The initial conversion rate of the 2028 Notes is 0.4394 shares of the Company’s common stock per $1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of $2,275.83 per share of common stock).

The 2028 Notes are convertible at the option of the holders. The method of conversion into cash, shares of the Company’s common stock or a combination thereof is at the election of the Company. Prior to the close of business on the business day immediately preceding December 15, 2027, the 2028 Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after December 15, 2027, holders may convert their 2028 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the relevant maturity date. If the Company undergoes a “fundamental change” (as defined in the Convertible Notes Indenture governing the 2028 Notes), holders of the 2028 Notes may require the Company to repurchase for cash all or part of their 2028 Notes at a purchase price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.

No “sinking fund” is provided for the 2028 Notes. Prior to December 15, 2027, the Company may redeem for cash all or any portion of the 2028 Notes, at its option, in each case, if the last reported sale price per share of common stock has been at least 130% of the conversion price for the 2028 Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date.

In addition, following a “make-whole fundamental change” (as defined in the Convertible Notes Indenture) or if the Company delivers a notice of redemption in respect of any 2028 Notes, in certain circumstances, the conversion rate applicable to the 2028 Notes will be increased for a holder who elects to convert any of such 2028 Notes in connection with such a make-whole fundamental change or convert any of such 2028 Notes called (or deemed called) for redemption during the redemption period, as the case may be.

The carrying amounts of the Convertible Notes consisted of the following (in thousands):

Interest expense on the Convertible Notes consisted of the following (dollars in thousands):

General. The Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities or that guarantee certain capital markets debt of the Company in an aggregate principal amount in excess of $250.0 million.

Each Indenture contains covenants that, among other things and subject to certain exceptions, limit (i) the Company’s ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole) and (ii) the ability of the guarantors to consolidate with or merge with or into another person. The Senior Notes Indenture also contains a covenant that, subject to certain exceptions, limits the Company’s ability and the ability of its subsidiaries to incur any liens securing indebtedness for borrowed money.

Each Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, default in payment of principal or interest, breach of other agreements or covenants in respect of the relevant Notes by the Company or any guarantors, failure to pay certain other indebtedness at final maturity, acceleration of certain indebtedness prior to final maturity, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy, insolvency or reorganization; and, in the case of each Convertible Notes Indenture, failure to comply with the Company’s obligation to convert the 2028 Notes under the Convertible Notes Indenture and failure to give a fundamental change notice or a notice of a make-whole fundamental change under the Convertible Notes Indenture.

Other. Interest expense, net was $34.6 million and $32.0 million for the three months ended September 30, 2026 and 2025, respectively, which included $2.5 million and $2.1 million of interest income and $2.2 million and $2.2 million of lender patronage income, respectively. Interest expense, net was $98.7 million and $100.4 million for the nine months ended September 30, 2026 and 2025, respectively, which included $5.7 million and $5.5 million of interest income and $6.7 million and $6.7 million of lender patronage income, respectively.

Unamortized debt issuance costs consisted of the following (in thousands):

The Company recorded debt issuance cost amortization of $1.2 million for both the three months ended September 30, 2026 and 2025 and $4.5 million and $3.7 million for the nine months ended September 30, 2026 and 2025, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).

The future maturities of outstanding borrowings as of September 30, 2026 are as follows (in thousands):

The Company has entered into a separate letter of credit agreement which provides for an additional $75.0 million letter of credit issuing capacity. As of September 30, 2026, $8.4 million of letters of credit were issued under this agreement and bore interest at a rate of 1.0% per annum.

While the Company was in compliance with all debt covenants as of September 30, 2026, and expects to remain in compliance for the next 12 months, it may not be able to maintain compliance if operating performance deteriorates or market conditions worsen, particularly if it does not consummate any financing transactions.

9. INTEREST RATE SWAPS

The Company is party totwo interest rate swap agreements, designated as cash flow hedges, to manage the risk of fluctuations in interest rates on its variable rate SOFR debt. Changes in the fair values of the interest rate swaps are reported through other comprehensive income until the underlying hedged debt’s interest expense impacts net income, at which point the corresponding change in fair value is reclassified from accumulated other comprehensive income to net interest expense. Proceeds or payments from the interest rate swaps are included within cash flows from operating activities in the condensed consolidated statements of cash flows.

A summary of the significant terms of the Company’s interest rate swap agreements is as follows (dollars in thousands):

(1)Each swap may be terminated prior to the scheduled maturity at the election of the Company or the financial institution counterparty under the terms provided in each swap agreement.

The combined fair values of the Company’s interest rate swaps are reflected within the condensed consolidated balance sheets as follows (in thousands):

The combined effect of the Company’s interest rate swaps on the condensed consolidated statements of operations and comprehensive income (loss) was as follows (in thousands):

The Company does not hold any derivative instruments for speculative trading purposes.

10. FAIR VALUE MEASUREMENTS

Financial Assets and Liabilities. The Company has estimated the fair values of its financial instruments as of September 30, 2026 using available market information or other appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the following fair value estimates are not necessarily indicative of the amounts the Company would realize in an actual market exchange.

The fair value hierarchy levels, carrying amounts and related fair values of the Company’s financial assets and liabilities as of September 30, 2026 and December 31, 2025 were as follows (in thousands):

(1)The MBI option was reclassified from a current asset to a current liability starting in the second quarter of 2026 based on quarter-end revaluations.

(2)The $575.0 million aggregate principal amount of 2026 Notes matured in March 2026. Therefore, the balances shown as of September 30, 2026 only reflect the 2028 Notes.

Money market investments are held primarily in U.S. Treasury securities and registered money market funds and are valued using a market approach based on quoted market prices (level 1). Money market investments with original maturities of three months or less are included within cash and cash equivalents in the condensed consolidated balance sheets.

The purchase price payable by the Company upon the exercise of the Put Option 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. As this twelve-month measurement period ended on June 30, 2025, and as the Put Option was exercised in January 2026, the fair value of the MBI option effectively represents its intrinsic value as of September 30, 2026. The estimated equity value of MBI, which is derived from discounted cash flow and guideline public company valuation methods, continues to be a significant input into the valuation of the MBI option (level 3). The Company regularly evaluates each of the assumptions used in establishing the fair value of the MBI option. Significant changes in any of these assumptions could result in a significantly lower or higher fair value measurement. The fair value of the MBI Net Option as of December 31, 2025 was measured using Monte Carlo simulations that use inputs considered unobservable and significant to the fair value measurement (level 3). Refer to note 5 for further information.

Interest rate swaps are measured at fair value within the condensed consolidated balance sheets on a recurring basis, with fair value determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (level 2).

The fair value of the term loans, Revolving Credit Facility, Senior Notes and Convertible Notes are estimated based on market prices for similar instruments in active markets (level 2).

The carrying amounts of accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities and other financial assets and liabilities approximate fair value because of the short-term nature of these instruments.

Nonfinancial Assets and Liabilities. The Company’s nonfinancial assets, such as property, plant and equipment, intangible assets and goodwill, are not measured at fair value on a recurring basis. Assets acquired, including identifiable intangible assets and goodwill, and liabilities assumed in acquisitions are recorded at fair value on the respective acquisition dates, subject to potential future measurement period adjustments. Nonfinancial assets are subject to fair value adjustments when there is evidence that impairment may exist. During the three months ended June 30, 2026 and September 30, 2026, the Company recorded impairments of its equity investment in MBI (refer to note 5). During the three months ended September 30, 2026, June 30, 2026 and June 30, 2025, the Company recorded impairments of its franchise agreements intangible asset and goodwill (refer to note 7).

11. STOCKHOLDERS’ EQUITY (DEFICIT)

Treasury Stock. Treasury stock is recorded at cost and is presented as a reduction of stockholders’ equity (deficit) in the condensed consolidated financial statements. Treasury shares of 495,402 held at September 30, 2026 include shares repurchased under the Company’s share repurchase programs and shares withheld for withholding tax, as described below.

Share Repurchase Program. On May 20, 2022, the Company's board of directors (the "Board") authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock) (the "Share Repurchase Program"). The Company had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of September 30, 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 the Company may opportunistically and prudently consider buying back shares under its 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 the Company first became publicly traded in 2015 through September 30, 2026, the Company has repurchased 646,244 shares of its common stock at an aggregate cost of $556.9 million. The Company didnot repurchase any of its common stock during the nine months ended September 30, 2026 or 2025.

Tax Withholding for Equity Awards. At the employee’s option, shares of common stock or restricted stock units ("RSUs"), as applicable, are withheld by the Company upon the vesting of restricted stock awards, RSUs and dividend equivalent units (together with restricted stock awards and RSUs, "Restricted Stock") and the exercise of stock appreciation rights (“SARs”) to cover the applicable statutory minimum amount of employee withholding taxes, which the Company then pays to the taxing authorities in cash. The amounts remitted during each of the three months ended September 30, 2026 and 2025 were $0.1 million and $0.3 million, for which the Company withheld 0 and 6 shares of common stock, respectively. The amounts remitted during the nine months ended September 30, 2026 and 2025 were $1.0 million and $2.6 million, for which the Company withheld 129 and 1,529 shares of common stock, respectively.

12. EQUITY-BASED COMPENSATION

At the Company's 2026 annual meeting of stockholders held on May 14, 2026, the Company's stockholders approved the Cable One, Inc. 2026 Omnibus Incentive Compensation Plan (the "2026 Plan") providing an incremental 600,000 shares available for issuance pursuant to equity-based awards. The 2026 Plan provides for grants of incentive stock options, non-qualified stock options, SARs, Restricted Stock, cash-based awards, performance-based awards and other stock-based awards. The Cable One, Inc. 2022 Omnibus Incentive Compensation Plan (the “2022 Plan”) is replaced and superseded by the 2026 Plan, provided that any outstanding awards granted under the 2022 Plan or preceding plans remain in effect pursuant to their terms. Directors, officers, associates and consultants of the Company are eligible to participate in the 2026 Plan as part of the Company's long-term incentive compensation programs. As of September 30, 2026,757,283 shares were available for issuance.

In 2026, the Company granted cash-settled performance and service-based phantom RSUs to certain executives in lieu of typical share-settled RSUs. Such awards, considered liability-classified awards, are remeasured at fair value using Monte Carlo simulations at each reporting date during the vesting period. During the three months ended September 30, 2026, the Company recognized a reversal of $0.3 million of stock-based compensation expense within selling, general and administrative expenses in the condensed consolidated statement of operations and comprehensive income (loss), associated with these awards. During the nine months ended September 30, 2026, the Company recognized $0.2 million of stock-based compensation expense associated with these awards. As of September 30, 2026, the Company had recognized $0.1 million each of short-term and long-term liabilities within accounts payable and accrued liabilities and other noncurrent liabilities in the condensed consolidated balance sheet, associated with these awards. The actual cash payments to be made upon settlement of these awards will be dependent on the Company's applicable stock price at that time, subject to the terms of each award agreement.

Beginning in 2025, all new RSU grants contain retirement eligibility provisions that result in accelerated expensing of awards granted to associates that satisfy certain age and service conditions.

Compensation expense associated with equity-based awards is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award (unless any retirement eligibility provisions are satisfied earlier), with forfeitures recognized as incurred. The Company’s equity-based compensation expense, included within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss), was as follows (in thousands):

The Company recognized excess tax shortfalls of $0.7 million and $0.6 million for the three months ended September 30, 2026 and 2025, respectively, and excess tax shortfalls of $4.2 million and $2.6 million for the nine months ended September 30, 2026 and 2025, respectively. The deferred tax asset related to all outstanding equity-based awards was $6.5 million and $8.1 million as of September 30, 2026 and December 31, 2025, respectively.

Restricted Stock. A summary of Restricted Stock activity during the nine months ended September 30, 2026 is as follows:

(1)Performance-based RSUs were granted at target value for 2026.

At September 30, 2026, there was $18.6 million of unrecognized compensation expense related to Restricted Stock, which is expected to be recognized over a weighted average period of 1.4 years.

The weighted average of significant inputs and resulting grant date fair values for market-based award grants were as follows:

Stock Appreciation Rights. A summary of SARs activity during the nine months ended September 30, 2026 is as follows:

At September 30, 2026, there wasno unrecognized compensation expense related to SARs.

13. INCOME TAXES

Income tax benefit was $47.2 million and income tax provision was $25.8 million for the three months ended September 30, 2026 and 2025, respectively, and the effective tax benefit rate was 10.6% and the effective tax rate was 19.2% for the three months ended September 30, 2026 and 2025, respectively. The change in income tax provision was due primarily to a decrease in deferred tax expense resulting from the impairments recognized during the three months ended September 30, 2026.

Income tax benefit was $137.3 million and $91.6 million for the nine months ended September 30, 2026 and 2025, respectively, and the effective tax benefit rate was 10.1% and 26.9% for the nine months ended September 30, 2026 and 2025, respectively. The increase in income tax benefit was due primarily to an increase in deferred tax benefit resulting from higher impairment charges during the nine months ended September 30, 2026 compared to the same period in 2025.

14. OTHER INCOME AND EXPENSE

Other income (expense), net, consisted of the following (in thousands):

(1)In March 2026, the Company sold certain fiber-to-the-tower contract rights for cash proceeds of $42.0 million. The transaction resulted in a total gain of $27.6 million. Such contracts generated $9.0 million of business data revenues during 2025.

(2)In May 2026, as a result of the Point-Clearwave Fiber Transaction, the Company adjusted the carrying value of its existing equity interest in Point to its fair value implied by the transaction, recognizing a $7.6 million loss.

15. NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. The denominator used in calculating diluted net income (loss) per common share further includes any common shares available to be issued upon vesting or exercise of outstanding equity-based compensation awards if such inclusion would be dilutive, calculated using the treasury stock method, and any common shares to be issued upon conversion of the Convertible Notes if such inclusion would be dilutive, calculated using the if-converted method.

The computation of basic and diluted net income (loss) per common share was as follows (dollars in thousands, except per share amounts):

(1)Because the Company incurred net losses during the periods presented, diluted loss per common share equals basic net loss per common share for each period.

(2)Represents equity-based compensation awards whose impact is considered to be anti-dilutive under the treasury stock method

(3)Based on a conversion rate of 0.4394 shares of common stock per weighted $1,000 principal amount of Convertible Notes outstanding.

16. COMMITMENTS AND CONTINGENCIES

Contractual Obligations. The Company has obligations to make future payments for goods and services under certain contractual arrangements. These contractual obligations secure the future rights to various goods and services to be used in the normal course of the Company’s operations. In accordance with applicable accounting rules, the future rights and obligations pertaining to firm commitments, such as certain purchase obligations under contracts, are not reflected as assets or liabilities in the condensed consolidated balance sheets.

As of September 30, 2026, with the exception of debt activity (refer to note 8 for the updated future maturities of outstanding borrowings table), there have been no material changes to the contractual obligations previously disclosed in the 2025 Form 10-K.

In addition, the Company incurs recurring utility pole rental costs and fees imposed by various governmental authorities, including franchise fees, as part of its operations. However, these costs are not included in the Company’s contractual obligations as they are cancellable on short notice, in the case of pole rental costs, or are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities, in the case of fees imposed by governmental authorities. The Company also has franchise agreements requiring plant construction and the provision of services to customers within the franchise areas. In connection with these obligations under existing franchise agreements, the Company obtains surety bonds or letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Payments under these arrangements are required only in the remote event of nonperformance.

Litigation and Legal Matters. The Company is subject to complaints and administrative proceedings and has been a defendant in various civil lawsuits that have arisen in the ordinary course of its business. Such matters include contract disputes; actions alleging negligence, invasion of privacy, trademark, copyright and patent infringement, and violations of applicable wage and hour laws; statutory or common law claims involving current and former employees; and other matters. Although the outcomes of any legal claims and proceedings against the Company cannot be predicted with certainty, based on currently available information, the Company believes that there are no existing claims or proceedings that are likely to have a material adverse effect on the operations or financial position of the Company or the ability of the Company to meet its financial obligations as they become due.

Regulation in the Company’s Industry. The Company’s operations are extensively regulated by the Federal Communications Commission (the "FCC"), some state governments and most local governments. The FCC has the authority to enforce its regulations through the imposition of substantial fines, the issuance of cease-and-desist orders and/or the imposition of other administrative sanctions, such as the revocation of FCC licenses needed to operate certain transmission facilities used in connection with cable operations. Future legislative and regulatory changes could adversely affect the Company’s operations.

Equity Investments. The Company has certain obligations with respect to certain of its equity investments. Refer to note 5 for further information.

17. SUBSEQUENT EVENTS

On October 1, 2026, the Company and certain affiliates of GTCR LLC agreed to extend the previously anticipated October 1, 2026 closing date of the MBI Acquisition to October 9, 2026. On October 9, 2026, the United States District Court for the Southern District of New York (the "District Court") entered an ex parte temporary restraining order (the “TRO”) that temporarily prohibits the Company from consummating the MBI Acquisition. The action (the "CoBank Action") was commenced by CoBank, ACB, a lender under the Company’s existing credit agreement. The complaint alleges that the Company’s payment of the purchase price for the MBI Acquisition would constitute a constructive fraudulent transfer. CoBank is seeking, among other things, an injunction prohibiting the Company from closing the MBI Acquisition. On October 13, 2026, the Company responded to, and simultaneously moved to dissolve, the TRO on the basis that CoBank failed to establish a basis for injunctive relief. A hearing on that motion and on the TRO is currently scheduled for November 13, 2026. On November 2, 2026, the Company received a letter from MBI and GTCR Fund XII/B LP, Mega Broadband Splitter LP, and GTCR Co-Invest XII LP (collectively, the “GTCR Investors”) alleging that the Company and Major Merger Sub LLC (“Merger Sub”) breached their obligations under: (i) the Third Amended and Restated Limited Liability Company Agreement dated as of December 20, 2024 by and among MBI and the Unitholders; and (ii) the Purchase Agreement dated as of January 3, 2026, by and among the Company, Merger Sub, MBI, Mega Broadband Blocker, LLC, GTCR Fund XII/C LP, and GTCR Fund XII/B LP (collectively, the “Agreements”). Specifically, MBI and the GTCR Investors allege that the Company and Merger Sub failed to use their reasonable best efforts to contest and resist the CoBank Action, and to have the related TRO vacated or lifted as promptly as practicable. MBI and the GTCR Investors have indicated that they may seek to intervene in the CoBank Action as soon as November 6, 2026. The Company believes that these claims are without merit and is prepared to vigorously dispute such claims to the extent litigation arises. Under the terms of the purchase agreement, the Company is not obligated to close the MBI Acquisition if and for so long as any legal restraint prohibiting the closing (including the TRO) is in effect. Although the Company has sufficient liquidity to satisfy the purchase price for the MBI Acquisition in full if the TRO is dissolved, the Company currently intends to coordinate any payment of the purchase price with the closing of one or more financing transactions that address at least some of the Company’s outstanding debt maturities. The Company has been and continues to be engaged in discussions to raise capital and address its near-term debt maturities. However, the Company makes no assurances that it will be able to consummate any financing transactions on acceptable terms, or at all.

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 that the MBI Acquisition is consummated and MBI’s revolver borrowings and term loans are unable to be refinanced or restructured prior to their respective maturity dates.

If the Company is unable to consummate a financing transaction and address near-term debt maturities on acceptable terms or at all, or if a default occurs under its debt instruments that it is unable to timely cure, it may become necessary for the Company to seek relief under Chapter 11 of the U.S. Bankruptcy Code.