Optimum Communications, Inc.

We currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our obligations over the next twelve months, which raises substantial doubt about our ability to continue as a going concern.

As of the date of this report, we have significant near-term debt maturities, including approximately $4.1 billion principal amount of debt maturing in April 2027 and approximately $2.2 billion principal amount of debt maturing in July 2027. We do not currently have sufficient cash on hand, projected future cash flows from operations or committed financing, or other definitive arrangements, to pay these amounts at maturity. These conditions raise substantial doubt about our ability to continue as a going concern, as further discussed in Note 2 in the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Our ability to address our future debt obligations will depend on our ability to restructure, refinance or otherwise extend the maturities of such indebtedness or to raise additional capital. While we are pursuing efforts in respect of these alternatives, there can be no assurance that we will be successful in obtaining such financing or completing a transaction on acceptable terms, on a timely basis or at all. Further, if we are unable to successfully raise additional capital, negotiate with debt holders to restructure, refinance or extend the maturities of our indebtedness, or otherwise secure adequate sources of liquidity, we may be forced to delay, curtail or discontinue certain operations or strategic initiatives.

The presence of this uncertainty surrounding our ability to continue as a going concern may also adversely impact the price of our securities, harm our current, future and potential relationships with suppliers, vendors, customers, employees and creditors, and may limit our ability to access additional financing on acceptable terms or at all. There can be no assurance that management’s plans to mitigate these risks will be successful. If we are unable to secure adequate liquidity on an acceptable timeline or at all, we may not be able to continue as a going concern, which could result in a total loss of your investment. In addition, as our cash and cash equivalents balance declines, the risks described above may continue, increase or accelerate at any time and with or without notice. We cannot guarantee the timing or outcome of any resolution and any resolution we may negotiate may materially adversely impact our business, financial condition and operations.

We recently identified a material weakness in our internal control over financial reporting related to the accounting for income taxes. If we do not effectively remediate the material weakness or if we otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results.

In connection with the restatement of certain of our previously issued financial statements, management identified a material weakness in our internal control over financial reporting related to the accounting for income taxes. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We did not design and maintain effective controls at a sufficient level of precision to identify and evaluate the deferred tax consequences of a non-routine impairment charge involving indefinite-lived cable franchise rights. The material weakness resulted from an insufficient depth of specialized tax expertise, lack of a formal tax consultation policy, and ineffective controls to identify and evaluate the deferred tax consequences of a non-routine matter.

See Item 4, "Controls and Procedures," in this Form 10-Q for additional information regarding the identified material weakness and our actions to date to remediate the material weakness.

If we do not effectively remediate the material weakness in a timely manner or if we otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results.

If we cannot meet the NYSE continued listing requirements, the NYSE may delist our Class A common stock.

On August 13, 2026, we received a notice from the NYSE indicating that we were not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period. We have a six-month period following receipt of the notice to regain compliance with the minimum share price requirement. There can be no assurance that we will regain compliance with the minimum share price requirement within the applicable cure period or that we will continue to satisfy the NYSE’s other continued listing standards. If we are unable to regain compliance within the applicable cure period, the NYSE may initiate procedures to suspend and delist our Class A common stock. The delisting of our Class A common stock from the NYSE could impact the trading price, liquidity and volatility of our Class A common stock, affect our ability to obtain new financing or refinance our existing obligations or result in a loss of confidence by our customers, business partners, stockholders or employees, each of which could adversely affect our business, financial condition and results of operations.

(c) Purchases of Equity Securities by the Issuer

Set forth below is information related to share transactions for the quarter ended September 30, 2026.

(1) Excludes transaction costs associated with the tender offer.

In July 2026, in accordance with the terms and conditions of a tender offer (the "Tender Offer") by Optimum CSC, to purchase for cash shares of Class A common stock of Optimum Communications from unaffiliated stockholders at a purchase price of $2.50 per share, Optimum CSC acquired 120,000,000 shares for an aggregate purchase price of $300,000, excluding fees and expenses.