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What changed in Cable One, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cable One, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+262 added−237 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in Cable One, Inc.'s 2025 10-K

262 paragraphs added · 237 removed · 194 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

58 edited+24 added−13 removed146 unchanged
Biggest changeWe periodically receive claims from third parties alleging that our network and information technology infrastructure infringes the intellectual property rights of others. We are sometimes named as joint defendants in these suits together with other providers of data, video and voice services.
Biggest changeIntellectual property and proprietary rights of others could prevent us from using necessary technology to provide our services or subject us to expensive intellectual property litigation. We periodically receive claims from third parties alleging that our network and information technology infrastructure infringes the intellectual property rights of others.
In addition, certain of our franchise agreements require that the applicable LFA approve a transfer of control of the Company or an assignment of a franchise to another entity.
In addition, certain of our franchise agreements require that the applicable LFA approve a transfer of control of our company or an assignment of a franchise to another entity.
These and other provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated By-laws and Delaware law may discourage, delay or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of the Company, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price.
These and other provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated By-laws and Delaware law may discourage, delay or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of our company, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price.
Our network and information systems are also vulnerable to damage or interruption from power outages, natural disasters (including extreme weather arising from short-term weather patterns or more severe and/or frequent weather events that could arise as a result of long-term climate change), pandemics, terrorist attacks and similar events, and the individuals responsible for such systems may also be imperiled by certain such events.
Our network and information systems are also vulnerable to damage or interruption from power outages, natural disasters (including extreme weather arising from short-term weather patterns or more severe and/or frequent weather events that could arise as a result of long-term climate change), pandemics, vandalism, terrorist attacks and similar events, and the individuals responsible for such systems may also be imperiled by certain such events.
In order to continue to generate Adjusted EBITDA less capital expenditures at our desired level from data services, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage data usage efficiently, including the option of charging our data subscribers higher rates based on the speed as well as overall bandwidth capacity available to, or used by, them, referred to as “usage-based billing.” Our ability to implement usage-based billing or other network management initiatives in the future may be restricted by regulations attached to new government funding programs or any new net neutrality requirements on cable operators. 29 Table of Contents To the extent the FCC in the future limits our ability to price our data services, we may not be able to generate the margins on our data services that we anticipated in shifting our focus from video to data services, and our business could see a materially negative impact.
In order to continue to generate Adjusted EBITDA less capital expenditures at our desired level from data services, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage data usage efficiently, including the option of charging our data subscribers higher rates based on the speed as well as overall bandwidth capacity available to, or used by, them, referred to as “usage-based billing.” Our ability to implement usage-based billing or other network management initiatives in the future may be restricted by regulations attached to new government funding programs or any new net neutrality requirements on cable operators. 28 Table of Contents To the extent the FCC in the future limits our ability to price our data services, we may not be able to generate the margins on our data services that we anticipated in shifting our focus from video to data services, and our business could see a materially negative impact.
A default under the applicable Convertible Notes Indenture or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness (including the New Credit Agreement and the Senior Notes Indenture, each as defined elsewhere in this Annual Report on Form 10-K).
A default under the applicable Convertible Notes Indenture or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness (including the Credit Agreement and the Senior Notes Indenture, each as defined elsewhere in this Annual Report on Form 10-K).
This provision eliminates a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty; provided that such provision will not eliminate or limit a director’s liability: • for any breach of the director’s duty of loyalty; • for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; • under Section 174 of the DGCL (including for unlawful dividends); or • for any transaction from which the director derives an improper personal benefit. 37 Table of Contents The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL.
This provision eliminates a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty; provided that such provision will not eliminate or limit a director’s liability: • for any breach of the director’s duty of loyalty; • for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; • under Section 174 of the DGCL (including for unlawful dividends); or • for any transaction from which the director derives an improper personal benefit. 36 Table of Contents The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL.
States may continue to take action in connection with net neutrality matters in light of the recent Sixth Circuit decision. We cannot predict whether or to what extent state requirements will be applied to our data services in the future.
States may continue to take action in connection with net neutrality matters in light of the Sixth Circuit decision. We cannot predict whether or to what extent state requirements will be applied to our data services in the future.
In addition to creating competition for our video services, OTT content also significantly increases the volume of traffic on our data networks, which can lead to decreases in access speeds for all users if data networks are not upgraded so that their broadband capacity can keep pace with increased traffic. 24 Table of Contents Competition for dedicated fiber-optic services for enterprise business customers is also intense as both local telephone companies and regional overbuilders offer data and voice services over dedicated fiber connections.
In addition to creating competition for our video services, OTT content also significantly increases the volume of traffic on our data networks, which can lead to decreases in access speeds for all users if data networks are not upgraded so that their broadband capacity can keep pace with increased traffic. 23 Table of Contents Competition for dedicated fiber-optic services for enterprise business customers is also intense as both local telephone companies and regional overbuilders offer data and voice services over dedicated fiber connections.
We cannot predict the outcome of future reviews by the FCC and any subsequent review by the courts, and whether or to what extent any further revisions of the rules by the FCC or the courts may affect our operations or impose additional costs on our business.
We cannot predict the outcome of this or any future reviews by the FCC and any subsequent review by the courts, and whether or to what extent any further revisions of the rules by the FCC or the courts may affect our operations or impose additional costs on our business.
The market price of our common stock may fluctuate significantly, depending on many factors, some of which may be beyond our control, including: • actual or anticipated fluctuations in our operating results due to factors related to our business; • success or failure of our business strategies; • our quarterly or annual earnings, or those of other companies in our industry; • our ability to obtain financing as needed; • announcements by us or our competitors of significant acquisitions, dispositions or strategic investments; • changes in accounting standards, policies, guidance, interpretations or principles; • the failure of securities analysts to cover, or maintain coverage of, our common stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • the operating and stock price performance of other comparable companies; • investor perception of the Company and our industry; • overall market fluctuations; • results from any material litigation or government investigation; • changes in laws and regulations (including tax laws and regulations) affecting our business; • changes in capital gains taxes and taxes on dividends affecting stockholders; and • general economic conditions and other external factors.
The market price of our common stock may fluctuate significantly, depending on many factors, some of which may be beyond our control, including: • actual or anticipated fluctuations in our operating results due to factors related to our business; • success or failure of our business strategies; • our quarterly or annual earnings, or those of other companies in our industry; • our ability to obtain financing as needed; • announcements by us or our competitors of significant acquisitions, dispositions or strategic investments; • changes in accounting standards, policies, guidance, interpretations or principles; • the failure of securities analysts to cover, or maintain coverage of, our common stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • the operating and stock price performance of other comparable companies; • investor perception of our company and our industry; • overall market fluctuations; • results from any material litigation or government investigation; 35 Table of Contents • changes in laws and regulations (including tax laws and regulations) affecting our business; • changes in capital gains taxes and taxes on dividends affecting stockholders; and • general economic conditions and other external factors.
Our Amended and Restated Certificate of Incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of the Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or associate of the Company to the Company or the Company’s stockholders, (iii) action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or (iv) action asserting a claim governed by the internal affairs doctrine.
Our Amended and Restated Certificate of Incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or associate of ours to our company or our stockholders, (iii) action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or (iv) action asserting a claim governed by the internal affairs doctrine.
Such acquisitions and strategic investments could involve a number of risks and uncertainties, including: • uncertainties as to the timing of any acquisition or strategic investment and the risk that such transactions may not be completed in a timely manner or at all; • the possibility that any or all of the conditions to the consummation of any acquisition or strategic investment may not be satisfied or waived, including failure to receive any required regulatory approvals (or any conditions, limitations or restrictions placed in connection with such approvals); • uncertainties related to our ability to obtain any necessary financing, or to obtain financing on favorable terms, to complete any acquisition or strategic investment; • the difficulty in integrating new Strategic Acquirees and their operations in an efficient and effective manner; • the challenge in achieving strategic objectives, cost savings and other anticipated benefits; • the potential loss of key associates of a Strategic Acquiree and the difficulties of integrating personnel; 26 Table of Contents • the potential diversion of senior management’s attention from our ongoing operations; • the difficulty of maintaining relationships with the customers, suppliers and other business partners of a Strategic Acquiree; • the potential loss of brand recognition, customer loyalty or reputation from any rebranding efforts; • exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, such as claims from terminated employees, customers, former stockholders or other third parties; • the difficulty and amount of time necessary to realize expected synergies and other benefits of the acquisitions or strategic investments; • the risks associated with integrating financial reporting and internal control systems as well as with creating uniform standards, procedures, policies and information systems; • the difficulty in adapting and expanding information technology systems and other business processes to incorporate the Strategic Acquirees; • potential future impairments of goodwill associated with the Strategic Acquirees; • in some cases, the potential for increased regulation; • risks relating to minority ownership positions in our strategic investments, including our minority ownership position in MBI, such as our ability to appoint only a minority of members of the board of managers of MBI, the fact that the board of managers of MBI do not owe the same fiduciary duties to us that directors of a corporation would owe to stockholders and the limited category of transactions for which our consent will be needed under MBI’s operating agreement; • risks relating to our strategic investment in Clearwave Fiber, including the fact that the board of managers of Clearwave Fiber do not owe the same fiduciary duties to us that directors of a corporation would owe to stockholders, and we do not control the vote of the Clearwave Fiber board of managers with respect to most significant transactional and operational matters under the terms of Clearwave Fiber's operating agreement; and • uncertainties related to the exercise of the Call Option or the Put Option (as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition: Liquidity and Capital Resources – Liquidity" ) relating to our MBI investment, including, if the Call Option or Put Option is exercised, the difference between the Call Price or Put Price and the fair value of the underlying equity interests in MBI at the time the Call Option or Put Option is exercised and our ability to finance the Call Price or Put Price on terms acceptable to us or at all.
Such acquisitions and strategic investments could involve a number of risks and uncertainties, including: • uncertainties as to the timing of any acquisition or strategic investment and the risk that such transactions may not be completed in a timely manner or at all; • the possibility that any or all of the conditions to the consummation of any acquisition or strategic investment may not be satisfied or waived, including failure to receive any required regulatory approvals (or any conditions, limitations or restrictions placed in connection with such approvals); • uncertainties related to our ability to obtain any necessary financing, or to obtain financing on favorable terms, to complete any acquisition or strategic investment; • the difficulty in integrating new Strategic Acquirees and their operations in an efficient and effective manner; • the challenge in achieving strategic objectives, cost savings and other anticipated benefits; • the potential loss of key associates of a Strategic Acquiree and the difficulties of integrating personnel; • the potential diversion of senior management’s attention from our ongoing operations; • the difficulty of maintaining relationships with the customers, suppliers and other business partners of a Strategic Acquiree; • the potential loss of brand recognition, customer loyalty or reputation from any rebranding efforts; • exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, such as claims from terminated employees, customers, former stockholders or other third parties; 25 Table of Contents • the difficulty and amount of time necessary to realize expected synergies and other benefits of the acquisitions or strategic investments; • the risks associated with integrating financial reporting and internal control systems as well as with creating uniform standards, procedures, policies and information systems; • the difficulty in adapting and expanding information technology systems and other business processes to incorporate the Strategic Acquirees; • potential future impairments of goodwill associated with the Strategic Acquirees; • in some cases, the potential for increased regulation; • risks relating to minority ownership positions in our strategic investments, including our minority ownership position in MBI, such as our ability to appoint only a minority of members of the board of managers of MBI, the fact that the board of managers of MBI do not owe the same fiduciary duties to us that directors of a corporation would owe to stockholders and the limited category of transactions for which our consent will be needed under MBI’s operating agreement; • risks relating to our strategic investment in Clearwave Fiber, including the fact that the board of managers of Clearwave Fiber do not owe the same fiduciary duties to us that directors of a corporation would owe to stockholders, and we do not control the vote of the Clearwave Fiber board of managers with respect to most significant transactional and operational matters under the terms of Clearwave Fiber's operating agreement; and • uncertainties related to the closing of the Put Option exercise (as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition: Liquidity and Capital Resources – Liquidity" ) relating to our MBI investment, including the difference between the Put Price and the fair value of the underlying equity interests in MBI and our ability to finance the Put Price on terms acceptable to us or at all.
In some cases, the FCC has adopted rules that streamline entry for new competitors (particularly those affiliated with telephone companies) and reduce franchising burdens for these new entrants. As of December 31, 2024, a little less than 60% of our footprint has been overbuilt by wired competitors offering high-speed data services with speeds of 100 Mbps or higher.
In some cases, the FCC has adopted rules that streamline entry for new competitors (particularly those affiliated with telephone companies) and reduce franchising burdens for these new entrants. As of December 31, 2025, a little less than 60% of our footprint has been overbuilt by wired competitors offering high-speed data services with speeds of 100 Mbps or higher.
If we are unable to meet our service level requirements, or more broadly, the expectations of our business customers, or if economic-related headwinds arise, our business sales may not increase and our results of operations may be materially negatively affected. 25 Table of Contents The increase in programming costs and retransmission fees may continue in the future, resulting in lower margins and/or decreased demand for our video products.
If we are unable to meet our service level requirements, or more broadly, the expectations of our business customers, or if economic-related headwinds arise, our business sales may not increase and our results of operations may be materially negatively affected. 24 Table of Contents The increase in programming costs and retransmission fees may continue in the future, resulting in lower margins and/or decreased demand for our video products.
These may restrict our ability to take some or all of the following actions: • incur or guarantee additional indebtedness or sell disqualified or preferred stock; • pay dividends on, make distributions in respect of, repurchase or redeem, capital stock; • make acquisitions or investments; • sell, transfer or otherwise dispose of certain assets; • create or allow to exist liens; • enter into sale/leaseback transactions; • enter into agreements restricting the ability to pay dividends or make other intercompany transfers; • consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets; • enter into transactions with affiliates; • prepay, repurchase or redeem certain kinds of indebtedness; • issue or sell stock of our subsidiaries; and/or • significantly change the nature of our business.
These may restrict our ability to take some or all of the following actions: • incur or guarantee additional indebtedness or sell disqualified or preferred stock; • pay dividends on, make distributions in respect of, repurchase or redeem, capital stock; • make acquisitions or investments; • sell, transfer or otherwise dispose of certain assets; • create or allow to exist liens; 31 Table of Contents • enter into sale/leaseback transactions; • enter into agreements restricting the ability to pay dividends or make other intercompany transfers; • consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets; • enter into transactions with affiliates; • prepay, repurchase or redeem certain kinds of indebtedness; • issue or sell stock of our subsidiaries; and/or • significantly change the nature of our business.
We also had $920.0 million of Convertible Notes outstanding as of December 31, 2024 that may further dilute your percentage ownership in the Company in the future if such Convertible Notes are converted. Any damage to our reputation or brand image could adversely affect our business, financial condition or results of operations.
We also had $920.0 million of Convertible Notes outstanding as of December 31, 2025 that may further dilute your percentage ownership in our company in the future if such Convertible Notes are converted. Any damage to our reputation or brand image could adversely affect our business, financial condition or results of operations.
Our video business also faces substantial and increasing competition from other forms of in-home and mobile entertainment, including, among others, Amazon Prime Video, Apple TV+, Disney+, Hulu, Max, Netflix, Paramount+, Peacock, YouTube TV and an increasing number of new entrants who offer OTT video programming, including many traditional programmers.
Our video business also faces substantial and increasing competition from other forms of in-home and mobile entertainment, including, among others, Amazon Prime Video, Apple TV+, Disney+, Hulu, HBO Max, Netflix, Paramount+, Peacock, YouTube TV, Sling TV and an increasing number of new entrants who offer OTT video programming, including many traditional programmers.
If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease. 33 Table of Contents In addition, we will be exposed to the risk of rising interest rates to the extent that we fund our operations with additional short-term or variable-rate borrowings.
If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease. In addition, we will be exposed to the risk of rising interest rates to the extent that we fund our operations with additional short-term or variable-rate borrowings.
We cannot predict the outcome of this case or any related actions Congress or the FCC may take, which could adversely affect our receipt of funds under these programs, including funds provided under the E-Rate, Rural Health Care Fund, ACAM, Enhanced ACAM, and RDOF programs. Our cable system franchises are subject to non-renewal or termination.
We cannot predict any related actions Congress or the FCC may take which could adversely affect our receipt of funds under these programs, including funds provided under the E-Rate, Rural Health Care Fund, ACAM, Enhanced ACAM, and RDOF programs. Our cable system franchises are subject to non-renewal or termination.
Risks Relating to Regulation and Legislation The profitability of our data service offerings may be impacted by legislative or regulatory efforts to impose net neutrality and other new requirements on broadband providers. The majority of our Adjusted EBITDA less capital expenditures comes from residential data services, and a large majority of our residential customers are data-only.
Risks Relating to Regulation and Legislation The profitability of our data service offerings may be impacted by legislative or regulatory efforts to impose new requirements on broadband providers. The majority of our Adjusted EBITDA less capital expenditures comes from residential data services, and a large majority of our residential customers are data-only.
If any of these events were to occur, it could have a material negative effect on our operations, business, financial condition and results of operations. 35 Table of Contents Pandemics, epidemics or disease outbreaks, or other health crises, have, and may in the future, disrupt our business and operations, which could materially affect our business, financial condition, results of operations and cash flows.
If any of these events were to occur, it could have a material negative effect on our operations, business, financial condition and results of operations. Pandemics, epidemics or disease outbreaks, or other health crises, have, and may in the future, disrupt our business and operations, which could materially affect our business, financial condition, results of operations and cash flows.
Failure to obtain such consents on commercially reasonable and satisfactory terms may impair our entitlement to the benefit of these franchise agreements in the event of a potential transfer of control of the Company or transfers of individual franchises to another entity. 31 Table of Contents We may encounter increased pole attachment costs.
Failure to obtain such consents on commercially reasonable and satisfactory terms may impair our entitlement to the benefit of these franchise agreements in the event of a potential transfer of control of our company or transfers of individual franchises to another entity. We may encounter increased pole attachment costs.
As a general matter, changes to our pole attachment rate structure could significantly increase our annual pole attachment costs and materially negatively impact our operations, business, financial condition and results of operations. Changes in broadcast carriage regulations could impose significant additional costs.
As a general matter, changes to our pole attachment rate structure could significantly increase our annual pole attachment costs and materially negatively impact our operations, business, financial condition and results of operations. 30 Table of Contents Changes in broadcast carriage regulations could impose significant additional costs.
Over the past few years, the sales margins on our residential video services, which accounted for 14.1%, 15.4% and 19.1% of our total revenues in 2024, 2023 and 2022, respectively, have generally decreased as a result of increased programming costs and retransmission fees and customer cord-cutting.
Over the past few years, the sales margins on our residential video services, which accounted for 12.5%, 14.1% and 15.4% of our total revenues in 2025, 2024 and 2023, respectively, have generally decreased as a result of increased programming costs and retransmission fees and customer cord-cutting.
We may also face increasing competition from various providers of wireless internet offerings, including cell phone internet providers deploying high-speed “5G” wireless networks where they have higher capacity spectrum and public locations or commercial establishments offering Wi-Fi at no cost.
We also face competition from various providers of wireless internet offerings, including cell phone internet providers that have deployed high-speed “5G” wireless networks where they have higher capacity spectrum and public locations or commercial establishments offering Wi-Fi at no cost.
We currently have a substantial amount of indebtedness which could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, strategic investments, our obligations under the Call Option or Put Option (each as described under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition: Liquidity and Capital Resources – Liquidity ”) relating to our investment in MBI, debt service requirements, stock repurchases or other purposes.
We currently have a substantial amount of indebtedness which could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, strategic investments, our obligations under the Put Option (as described under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition: Liquidity and Capital Resources – Liquidity ”) relating to our investment in MBI, debt service requirements (including the repayment of the 2026 Notes (as defined below)), stock repurchases or other purposes.
These changes relaxing media ownership rules will likely lead to increased consolidation of the television broadcast stations and station groups, with a corresponding increase in the negotiating leverage that broadcasters and station groups hold in retransmission consent negotiations, thereby possibly increasing the amounts we pay to broadcasters for retransmission consent.
These changes relaxing media ownership rules have led and may continue to lead to increased consolidation of television broadcast stations and station groups, with a corresponding increase in the negotiating leverage that broadcasters and station groups hold in retransmission consent negotiations, thereby possibly increasing the amounts we pay to broadcasters for retransmission consent.
Our ability to incur future indebtedness, whether for general corporate purposes or for acquisitions and strategic investments, may not be available on favorable terms, or at all.
Our ability to incur future indebtedness, whether for general corporate purposes, for refinancing of existing debt or for acquisitions and strategic investments, may not be available on favorable terms, or at all .
Because of the significant size and financial resources of many of the companies behind such service offerings, we anticipate that they will continue to invest resources in increasing the availability of video content on the internet, which may result in less demand for the video services we provide.
Because of the significant size and financial resources of many of the companies behind such service offerings, some of whom with fewer regulatory burdens than us, we anticipate that they will continue to invest resources in increasing the availability of video content on the internet, which may result in less demand for the video services we provide.
In 2024, one federal Court of Appeals decision found multiple constitutional violations in the FCC’s system for funding and administering its universal service programs. Two other Courts of Appeals had upheld the FCC’s rules. The Supreme Court has agreed to hear the FCC’s appeal of the adverse decision.
In 2024, one federal Court of Appeals decision found multiple constitutional violations in the FCC’s system for funding and administering its universal service programs. Two other Courts of Appeals had upheld the FCC’s rules.
The loss of the services of key members of management and the inability or delay in hiring new key associates could adversely affect our ability to manage our business and our future operational and financial results.
The loss of the services of key members of management and the inability or delay in hiring new key associates could adversely affect our ability to manage our business and our future operational and financial results. Our ability to successfully transition to our new CEO is critical to our business, financial condition and results of operations.
If we repurchase the Convertible Notes (as defined elsewhere in this Annual Report on Form 10-K) for cash, which holders may require upon a fundamental change as described in the applicable Convertible Note Indenture (as defined elsewhere in this Annual Report on Form 10-K), or settle such Convertible Notes by cash or by a combination of cash and shares of our common stock in the event a holder elects to convert their Convertible Notes following a fundamental change, we will be required to make cash payments with respect to the Convertible Notes being converted or repurchased.
If we repurchase the Convertible Notes (as defined elsewhere in this Annual Report on Form 10-K) for cash, which holders may require upon a fundamental change as described in the applicable Convertible Note Indenture (as defined elsewhere in this Annual Report on Form 10-K), or settle such Convertible Notes by cash or by a combination of cash and shares of our common stock in the event a holder elects to convert their Convertible Notes following a fundamental change, we will be required to make cash payments with respect to the Convertible Notes being converted or repurchased. 32 Table of Contents However, we may not have enough available cash or be able to obtain financing at the time we are required to make purchases of the Convertible Notes being surrendered or converted.
Alternatively, if a court were to find these provisions of our Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Alternatively, if a court were to find these provisions of our Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition. 34 Table of Contents General Risk Factors Adverse conditions in the U.S. economy could impact our results of operations.
If a Strategic Acquiree fails to operate as anticipated or cannot be successfully integrated with our existing business, our operations, business, results of operations and financial condition could be materially negatively affected. Implementation of our unified billing system could have a material adverse impact on our operations, business, financial results and financial condition.
If a Strategic Acquiree fails to operate as anticipated or cannot be successfully integrated with our existing business, our operations, business, results of operations and financial condition could be materially negatively affected.
We may need to seek additional financing for our general corporate purposes or for acquisitions and strategic investments in the future, including our obligations under the Call Option or Put Option (each as described under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition: Liquidity and Capital Resources – Liquidity ”) relating to our investment in MBI.
We may need to seek additional financing for our general corporate purposes, for refinancing of existing debt or for acquisitions and strategic investments in the future, including our obligations under the Put Option (as described under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition: Liquidity and Capital Resources – Liquidity ”) relating to our investment in MBI and the repayment of the 2026 Notes and MBI’s term loans due November 2027.
Your percentage ownership in the Company may be diluted in the future because of equity awards granted, and that we expect to grant in the future, to our directors, officers and other associates.
These broad market fluctuations could adversely affect the trading price of our common stock. Your percentage ownership in our Company may be diluted in the future. Your percentage ownership in our company may be diluted in the future because of equity awards granted, and that we expect to grant in the future, to our directors, officers and other associates.
These customer losses and increased costs could result in further decreases in our residential video margins, adversely impact our revenues and revenue growth rates, and adversely impact our business as a whole. We may not be able to obtain necessary hardware, software and operational support.
These customer losses and increased costs could result in further decreases in our residential video margins, adversely impact our revenues and revenue growth rates, and adversely impact our business as a whole.
There can be no assurance that we will continue to pay any dividend in the future. 34 Table of Contents Certain provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Delaware law may discourage takeovers and the concentration of ownership of our common stock will affect the voting results of matters submitted for stockholder approval.
Certain provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Delaware law may discourage takeovers and the concentration of ownership of our common stock will affect the voting results of matters submitted for stockholder approval.
It is also possible that our business could be enjoined from using the intellectual property at issue, causing us to significantly alter our operations. If any such claims are successful, then the outcome would likely affect our services utilizing the intellectual property at issue and could have a material adverse effect on our operating results.
If any such claims are successful, then the outcome would likely affect our services utilizing the intellectual property at issue and could have a material adverse effect on our operating results.
Risks Relating to Our Common Stock and the Securities Market We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness limits our ability to pay dividends on our common stock. The timing, declaration, amount and payment of future dividends to stockholders falls within the discretion of our Board.
Risks Relating to Our Common Stock and the Securities Market Our indebtedness may limit our ability to pay dividends on our common stock in the future. We do not currently pay dividends on our common stock. The timing, declaration, amount and payment of any potential future dividends to stockholders falls within the discretion of our Board.
Any of these events could adversely affect our ability to retain and attract subscribers and have a material adverse impact on our operations, business, financial results and financial condition. We may fail to realize the benefits anticipated as a result of the Hargray Acquisition. On May 3, 2021, we completed the Hargray Acquisition.
Any of these events could adversely affect our ability to retain and attract subscribers and have a material adverse impact on our operations, business, financial results and financial condition.
In addition, Congress, the FCC and other government agencies have implemented regulations that affect the types of set-top boxes that we can lease or deploy to our subscribers, and we expect these regulations may change in the future.
These licensing fees have been the source of litigation in the past, and we cannot predict with certainty whether license fee disputes may arise in the future. 29 Table of Contents In addition, Congress, the FCC and other government agencies have implemented regulations that affect the types of set-top boxes that we can lease or deploy to our subscribers, and we expect these regulations may change in the future.
The FCC concluded its most recent review of its media ownership rules in December 2023 in which it retained the existing rules and adopted minor modifications to better tailor the rules to the current media marketplace. The FCC's action is under review in federal appeals court.
The FCC concluded its 2018 review of its media ownership rules in December 2023 in which it retained the existing rules and adopted minor modifications to better tailor the rules to the current media marketplace. In July 2025, a federal court vacated a majority of the FCC's 2018 review, including the FCC's top-four rule.
Such an event also could result in large expenditures necessary to repair or replace such networks or information systems or to protect them from similar events or damage in the future. Further, the impacts associated with extreme weather, such as intensified storm activity, may cause increased business interruptions.
Such an event also could result in large expenditures necessary to repair or replace such networks or information systems or to protect them from similar events or damage in the future.
The remediation of any such material weaknesses could require us to incur significant expenses. Moreover, if we fail to remediate any material weakness in a timely manner, that may adversely affect our ability to record, process, summarize and report financial information timely and accurately and, as a result, our financial statements may contain material misstatements or omissions.
Moreover, if we fail to remediate any material weakness in a timely manner, that may adversely affect our ability to record, process, summarize and report financial information timely and accurately and, as a result, our financial statements may contain material misstatements or omissions. 27 Table of Contents In addition, it is possible that a material weakness may exist without being identified.
Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors, some of which are beyond our control. 32 Table of Contents 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.
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.
Further overbuilding could cause more of our customers to purchase data and video services from our competitors instead of from us. We also face increasing competition from wireless telephone companies for residential voice services, as our customers continue to replace our residential voice services with wireless voice services.
We also face increasing competition from wireless telephone companies for residential voice services, as our customers continue to replace our residential voice services with wireless voice services.
If technical problems or other significant issues arise in connection with the implementation or operation of the unified billing system, it could have a material adverse impact on our operations, business, financial results and financial condition. 27 Table of Contents We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of cybersecurity incidents, as well as outages, natural disasters (including extreme weather), pandemics, terrorist attacks, accidental releases of information or similar events, may disrupt our business.
We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of cybersecurity incidents, as well as outages, natural disasters (including extreme weather), pandemics, vandalism, terrorist attacks, accidental releases of information or similar events, may disrupt our business.
Copyright clearances for non-broadcast programming services are arranged through private negotiations. Cable operators also must obtain music rights for locally originated programming and advertising from the major music performing rights organizations. These licensing fees have been the source of litigation in the past, and we cannot predict with certainty whether license fee disputes may arise in the future.
Copyright clearances for non-broadcast programming services are arranged through private negotiations. Cable operators also must obtain music rights for locally originated programming and advertising from the major music performing rights organizations.
Failure to comply with all of the terms and conditions of a franchise may give rise to rights of termination by the franchising authority. 30 Table of Contents We have the ability, pursuant to the Copyright Act, under certain terms and conditions and assuming that any applicable retransmission consents have been obtained, to retransmit the signals of television stations pursuant to a compulsory copyright license.
We have the ability, pursuant to the Copyright Act, under certain terms and conditions and assuming that any applicable retransmission consents have been obtained, to retransmit the signals of television stations pursuant to a compulsory copyright license. From time to time, revisions to the cable compulsory copyright rules are considered.
Security breaches and other disruptions, including cyber-attacks, and our actual or perceived failure to adequately protect business and consumer data could give rise to liability or reputational harm.
Further, the impacts associated with extreme weather, such as intensified storm activity, may cause increased business interruptions. 26 Table of Contents Security breaches and other disruptions, including cyber-attacks, and our actual or perceived failure to adequately protect business and consumer data could give rise to liability or reputational harm.
As of December 31, 2024, we had approximately $1.73 billion of outstanding term loans and an additional $313.0 million of revolving credit borrowings under the New Credit Agreement (as defined elsewhere in this Annual Report on Form 10-K).
As of December 31, 2025, we had approximately $1.71 billion of outstanding term loans under the Credit Agreement (as defined elsewhere in this Annual Report on Form 10-K). The loans outstanding under the Credit Agreement accrue interest at a variable rate and as a result expose us to interest rate risks.
Typically, these claims allege that aspects of our system architecture, electronic program guides, modem technology or VoIP services infringe on process patents held by third parties. It is likely that we will continue to be subject to similar claims as they relate to our business.
We are sometimes named as joint defendants in these suits together with other providers of data, video and voice services. Typically, these claims allege that aspects of our system architecture, electronic program guides, modem technology or VoIP services infringe on process patents held by third parties.
Addressing these claims is a time-consuming and expensive endeavor, regardless of the merits of the claims. In order to resolve such a claim, we could determine the need to change our method of doing business, enter into a licensing agreement or incur substantial monetary liability.
In order to resolve such a claim, we could determine the need to change our method of doing business, enter into a licensing agreement or incur substantial monetary liability. It is also possible that our business could be enjoined from using the intellectual property at issue, causing us to significantly alter our operations.
Several states have also enacted general data security requirements to safeguard consumer information, including the proper disposal of consumer information.
Several states have also enacted general data security requirements to safeguard consumer information, including the proper disposal of consumer information. We cannot predict whether, when or to what extent these obligations may impose costs on or otherwise adversely affect our business.
We cannot predict whether or when such actions may occur or to what extent such actions may affect our operations or impose additional costs on our business.
The Sixth Circuit decision was not appealed. Congress or a future FCC could take action to address the classification of broadband internet access service or other net neutrality matters. We cannot predict whether or when such actions may occur or to what extent such actions may affect our operations or impose additional costs on our business.
The rapid evolution of AI, including the government regulation of AI, will require significant resources to implement AI ethically in order to minimize unintended, harmful impacts. Business services sales increasingly contribute to our results of operations, and we face risks as we attempt to further focus on sales to our business customers.
The rapid evolution of AI will require significant resources to implement AI ethically in order to minimize unintended, harmful impacts. There are many state and federal efforts underway to regulate the use of AI, which could have a material adverse impact on our business operations.
Removed
The success of the Hargray Acquisition will depend, in part, on our ability to realize the anticipated business opportunities and growth prospects from combining Hargray with our business. We may never realize these business opportunities and growth prospects.
Added
Further overbuilding could cause more of our customers to purchase data and video services from our competitors instead of from us.
Removed
We may devote significant senior management attention and resources to preparing for and then integrating our business practices and operations with those of Hargray.
Added
Increasing consolidation in the telecommunications and content industries have provided additional benefits to certain of our competitors, either through access to financing, resources or efficiencies of scale including the ability to launch new products and services.
Removed
We may fail to realize some of the anticipated benefits of the Hargray Acquisition or may not realize some of the anticipated benefits within the anticipated timeframe if the integration process takes longer than expected or is more costly than expected.
Added
We cannot predict whether or when any future changes to AI regulation may occur, especially in light of conflicting policy directives on the state and federal levels with respect to AI regulation. Business services sales increasingly contribute to our results of operations, and we face risks as we attempt to further focus on sales to our business customers.
Removed
We implemented a unified billing system beginning in 2024 and continue to integrate the system across our business in phases to ultimately centralize our entire billing process. The implementation requires significant investments of time, money and resources and may result in the diversion of senior management’s attention from our ongoing operations.
Added
We may not be able to obtain necessary hardware, software and operational support from vendors, and the potential impacts of changes in trade policy and tariffs may adversely impact our results of operations.
Removed
Furthermore, the implementation has resulted in changes to many of our existing operational, financial and administrative business processes, including, but not limited to, our provisioning, servicing, billing, accounting and reporting processes. The unified billing system requires both the implementation of new internal controls and changes to existing internal control frameworks and procedures.
Added
It is likely that we will continue to be subject to similar claims as they relate to our business. Addressing these claims is a time-consuming and expensive endeavor, regardless of the merits of the claims.
Removed
We cannot predict whether, when or to what extent these obligations may impose costs on or otherwise adversely affect our business. 28 Table of Contents Intellectual property and proprietary rights of others could prevent us from using necessary technology to provide our services or subject us to expensive intellectual property litigation.
Added
The remediation of any such material weaknesses could require us to incur significant expenses.
Removed
In addition, it is possible that a material weakness may exist without being identified.
Added
Our intangible assets and goodwill have been subject to impairment, which has adversely affected our results of operations and assets. If intangible assets or goodwill are subject to further impairment in the future, our results of operations and total assets could be adversely impacted even further. Our intangible assets and goodwill represent a substantial amount of our total assets.
Removed
The Sixth Circuit decision could be subject to further judicial review. In addition, Congress or a future FCC could take action to address the classification of broadband internet access service or other net neutrality matters.
Added
During the three months ended June 30, 2025, due to a decline in our stock price, we identified an intangible asset and goodwill impairment assessment triggering event.
Removed
From time to time, revisions to the cable compulsory copyright rules are considered.
Added
As a result of the ensuing assessments, we recognized asset impairments totaling $586.0 million consisting of $497.2 million and $88.8 million of non-cash impairments associated with our indefinite-lived franchise agreements intangible asset and goodwill, respectively, reducing the franchise agreements' carrying value from $2.1 billion to $1.6 billion and the goodwill carrying value from $929.6 million to $840.8 million.
Removed
The loans outstanding under the New Credit Agreement accrue interest at a variable rate and as a result expose us to interest rate risks.
Added
As of June 30, 2025, after the recognition of these asset impairments, the fair values of our franchise agreements and goodwill were equal to their respective carrying values. No additional impairments were recognized during the remainder of 2025.
Removed
However, we may not have enough available cash or be able to obtain financing at the time we are required to make purchases of the Convertible Notes being surrendered or converted.
Added
Various estimates and assumptions requiring management's judgment were utilized to determine the fair values for these assets, but future events and changes in circumstances could result in changes to these estimates and assumptions. We cannot accurately predict the likelihood or potential amount and timing of any further impairments of intangible assets or goodwill.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFor example, CALEA requires broadband providers to affirmatively secure their networks from unlawful access to or interceptions of communications. Our program and the related controls we employ are designed to identify and assess risk with the aim of preventing, detecting or mitigating cybersecurity risks to avoid material harm to our business, customers, associates and other stakeholders.
Biggest changeOur program and the related controls we employ are designed to identify and assess risk with the aim of preventing, detecting or mitigating cybersecurity risks to avoid material harm to our business, customers, associates and other stakeholders.
Further, the Company’s Disclosure Controls Committee reports directly to the Audit Committee on certain matters relating to our public disclosures. Our Nominating and Governance Committee has the responsibility of periodically monitoring, reviewing and discussing with management the Company’s cybersecurity preparedness, vulnerabilities, defenses and planned responses, including related risk management programs and practices.
Further, our Disclosure Controls Committee reports directly to the Audit Committee on certain matters relating to our public disclosures. Our Nominating and Governance Committee has the responsibility of periodically monitoring, reviewing and discussing with management our cybersecurity preparedness, vulnerabilities, defenses and planned responses, including related risk management programs and practices.
For additional information regarding cybersecurity-related risks we face, see "Risk Factors — Risks Relating to Our Business — We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of cybersecurity incidents, as well as outages, natural disasters (including extreme weather), pandemics, terrorist attacks, accidental releases of information or similar events, may disrupt our business" and "Risk Factors — Risks Related to Our Business — Security breaches and other disruptions, including cyber-attacks, and our actual or perceived failure to adequately protect business and consumer data could give rise to liability or reputational harm."
For additional information regarding cybersecurity-related risks we face, see "Risk Factors — Risks Relating to Our Business — We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of cybersecurity incidents, as well as outages, natural disasters (including extreme weather), pandemics, terrorist attacks, accidental releases of information or similar events, may disrupt our business" and "Risk Factors — Risks Related to Our Business — Security breaches and other disruptions, including cyber-attacks, and our actual or perceived failure to adequately protect business and consumer data could give rise to liability or reputational harm." 38 Table of Contents
The Board fulfills certain risk oversight functions through its standing committees. Representatives of the risk council report to the Audit Committee on risk exposure, management and tolerance, and related matters. The Audit Committee oversees the risks related to the integrity of the Company’s financial statements and receives an ERM report at least annually.
The Board fulfills certain risk oversight functions through its standing committees. Representatives of the risk council report to the Audit Committee on risk exposure, management and tolerance, and related matters. The Audit Committee oversees the risks related to the integrity of our financial statements and receives an ERM report at least annually.
Additionally, third party software vendors and service providers who have access to our data or systems are obligated to adhere to our information security policies and standards as part of their service agreements. 38 Table of Contents Cybersecurity Governance Our Board employs a principles-based approach to identify and provide oversight with respect to the myriad of risks impacting the Company, including cybersecurity risks.
Additionally, third party software vendors and service providers who have access to our data or systems are obligated to adhere to our information security policies and standards as part of their service agreements. 37 Table of Contents Cybersecurity Governance Our Board employs a principles-based approach to identify and provide oversight with respect to the myriad of risks impacting us, including cybersecurity risks.
Our cybersecurity team is led by a Senior Director of Cybersecurity, who has over 30 years of global experience across various industries in the areas of information risk, privacy, security and the leadership of cybersecurity teams dedicated to the identification of risks and protection against potential threats as well as the swift detection, response and recovery from adverse incidents.
Our cybersecurity team is led by a Senior Director of Cybersecurity, who has nearly 40 years of global experience across various industries in the areas of information risk, privacy, security and the leadership of cybersecurity teams dedicated to the identification of risks and protection against potential threats as well as the swift detection, response and recovery from adverse incidents.
As of December 31, 2024, our cybersecurity team consisted of 14 associates with an average of over ten years of cybersecurity experience, most of whom hold advanced degrees in the fields of information security and/or cybersecurity, along with over 50 professional certifications in the aggregate.
As of December 31, 2025, our cybersecurity team consisted of 15 associates with an average of over 15 years of cybersecurity experience, most of whom hold advanced degrees in the fields of information security and/or cybersecurity, along with over 50 professional certifications in the aggregate.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe own or lease real property for signal reception sites and own most of our service vehicles. 39 Table of Contents The physical components of our broadband network require maintenance and periodic upgrades to improve performance and capacity and support existing and new services and products. We also operate a network operations center that monitors our network at all times.
Biggest changeThe physical components of our broadband network require maintenance and periodic upgrades to improve performance and capacity and support existing and new services and products. We also operate a network operations center that monitors our network at all times. We believe that our properties are generally in good condition and are suitable and adequate to support our operations.
ITEM 2. PROPERTIES Our headquarters is located in Phoenix, Arizona. As of December 31, 2024, we own, lease or otherwise have rights to use approximately 350 facilities, consisting of approximately 200 facilities that we own, and approximately 150 facilities that we lease or otherwise have rights to use. These facilities are in 26 different states of the United States.
ITEM 2. PROPERTIES Our headquarters is located in Phoenix, Arizona. As of December 31, 2025, we own, lease or otherwise have rights to use approximately 350 facilities, consisting of approximately 200 facilities that we own, and approximately 150 facilities that we lease or otherwise have rights to use. These facilities are located throughout the states where we provide services.
Our broadband plant and related equipment generally attach to utility poles under pole rental agreements with local public utilities and telephone companies, although in certain areas our transport and distribution network is buried in underground ducts or trenches.
Our broadband plant and related equipment generally attach to utility poles under pole rental agreements with local public utilities and telephone companies, although in certain areas our transport and distribution network is buried in underground ducts or trenches. We own or lease real property for signal reception sites and own most of our service vehicles.
Removed
We believe that our properties are generally in good condition and are suitable and adequate to support our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe do not view any of these proceedings as material to our business and are currently not subject to any other material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 40 Table of Contents PART II
Biggest changeWe do not view any of these proceedings as material to our business and are currently not subject to any other material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 39 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe authorization does not have an expiration date. The Company had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of December 31, 2024. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions.
Biggest changeThe authorization does not have an expiration date. We had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of December 31, 2025.
The graph is furnished solely to accompany this Annual Report on Form 10-K and is not being filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
The graph is furnished solely to accompany this Annual Report on Form 10-K and is not being filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of our company under the Securities Act of 1933, as amended, or the Exchange Act.
Purchases of Equity Securities by the Issuer The following table sets forth certain information relating to the purchases of our common stock by us and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) under the Exchange Act during the three months ended December 31, 2024 (dollars in thousands, except per share data): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 to 31, 2024 (2) 119 $ 348.48 — $ 143,104 November 1 to 30, 2024 — $ — — $ 143,104 December 1 to 31, 2024 — $ — — $ 143,104 Total 119 $ 348.48 — (1) On May 20, 2022, the Company's Board authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock), which was announced on May 23, 2022 (the "Share Repurchase Program").
Purchases of Equity Securities by the Issuer The following table sets forth certain information relating to the purchases of our common stock by us and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) under the Exchange Act during the three months ended December 31, 2025 (dollars in thousands, except per share data): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 to October 31, 2025 (2) 5 $ 177.13 — $ 143,104 November 1 to November 30, 2025 — $ — — $ 143,104 December 1 to December 31, 2025 — $ — — $ 143,104 Total 5 $ 177.13 — (1) On May 20, 2022, our Board authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock), which was announced on May 23, 2022 (the "Share Repurchase Program").
For purposes of this graph, it assumes a hypothetical $100 investment on December 31, 2019 and that dividends, if any, were reinvested. The Peer Group of data, video and voice services companies consists of Altice USA, Inc.; Charter Communications, Inc.; Comcast Corporation; and WideOpenWest, Inc.
For purposes of this graph, it assumes a hypothetical $100 investment on December 31, 2020 and that dividends, if any, were reinvested. The Peer Group of data, video and voice services companies consists of Optimum Communications, Inc. (formerly named Altice USA, Inc.); Charter Communications, Inc.; Comcast Corporation; and WideOpenWest, Inc.
Performance Graph The following graph compares the cumulative total stockholder return of our common stock between December 31, 2019 and December 31, 2024 with the cumulative total returns of the Standard & Poor’s 500 Stock Index and a custom peer group index (the “Peer Group”).
Performance Graph The following graph compares the cumulative total stockholder return of our common stock between December 31, 2020 and December 31, 2025 with the cumulative total returns of the Standard & Poor’s 500 Stock Index and a custom peer group index (the “Peer Group”).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is publicly traded under the ticker symbol “CABO” on the New York Stock Exchange. Holders As of February 21, 2025, there were approximately 750 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is publicly traded under the ticker symbol “CABO” on the New York Stock Exchange. Holders As of February 20, 2026, there were approximately 650 holders of record of our common stock.
The average price paid per share for the common stock withheld was based on the closing price of the Company's common stock on the applicable vesting or exercise measurement date. ITEM 6. [RESERVED] 42 Table of Contents
The average price paid per share for the common stock withheld was based on the applicable closing price of our common stock on the applicable vesting date. ITEM 6. [RESERVED] 41 Table of Contents
The size and timing of these purchases are based on a number of factors, including share price and business and market conditions. (2) Includes shares withheld from associates to satisfy estimated tax withholding obligations in connection with the vesting of restricted stock and/or exercises of stock appreciation rights under the Company's incentive compensation plans.
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. (2) Includes shares withheld from associates to satisfy estimated tax withholding obligations in connection with the vesting of restricted stock units previously granted under our incentive compensation plans.
Comparison of 60 Month Cumulative Return 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Cable One, Inc. $ 100.00 $ 150.42 $ 119.72 $ 48.83 $ 38.89 $ 26.07 S&P 500 Index $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Peer Group $ 100.00 $ 125.71 $ 119.93 $ 76.70 $ 95.48 $ 84.14 Source: S&P Global Market Intelligence © 2025 41 Table of Contents The stock price performance shown on this graph is based on historical results and is not necessarily indicative of future stock price performance.
Comparison of 60 Month Cumulative Return 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Cable One, Inc. $ 100.00 $ 79.59 $ 32.46 $ 25.85 $ 17.33 $ 5.46 S&P 500 Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Peer Group $ 100.00 $ 95.40 $ 61.01 $ 75.95 $ 66.93 $ 51.64 Source: S&P Global Market Intelligence © 2026 40 Table of Contents The stock price performance shown on this graph is based on historical results and is not necessarily indicative of future stock price performance.
Removed
Dividends We currently expect to continue to pay comparable quarterly cash dividends on shares of our common stock, subject to approval of the Board.
Added
Dividends In the second quarter of 2025, after careful consideration and extensive review of our capital allocation strategy, the Board approved the suspension of our quarterly cash dividend paid on common shares.
Added
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 its remaining share repurchase authorization.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeRevenues by service offering for 2024 and 2023, together with the percentages of total revenues that each item represented for the years presented, were as follows (dollars in thousands): Year Ended December 31, 2024 2023 2024 vs. 2023 Revenues % of Total Revenues % of Total $ Change % Change Residential data $ 925,854 58.6 % $ 979,296 58.4 % $ (53,442) (5.5) % Residential video 222,036 14.1 % 257,966 15.4 % (35,930) (13.9) % Residential voice 31,958 2.0 % 37,088 2.2 % (5,130) (13.8) % Business data 228,197 14.4 % 222,411 13.3 % 5,786 2.6 % Business other 72,279 4.6 % 82,116 4.9 % (9,837) (12.0) % Other 99,218 6.3 % 99,204 5.9 % 14 — % Total revenues $ 1,579,542 100.0 % $ 1,678,081 100.0 % $ (98,539) (5.9) % ARPU for the indicated service offerings for 2024 and 2023 were as follows: Year Ended December 31, 2024 vs. 2023 2024 2023 $ Change % Change Residential data $ 80.39 $ 84.57 $ (4.18) (4.9) % Residential video $ 153.14 $ 140.63 $ 12.51 8.9 % Residential voice $ 36.32 $ 36.20 $ 0.12 0.3 % Business services $ 240.18 $ 248.55 $ (8.37) (3.4) % Residential data revenues decreased $53.4 million, or 5.5%, due primarily to a 4.9% decrease in ARPU as a result of the implementation of targeted pricing and product offerings in certain markets, including amongst value-conscious customers, and a reduction in subscribers, driven by the expiration of the ACP.
Biggest changeARPU and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measure of ARPU may not be directly comparable to similarly titled measures reported by other companies. 2025 Compared to 2024 Revenues Revenues by service offering for 2025 and 2024, together with the percentages of total revenues that each item represented for the years presented, were as follows (dollars in thousands): Year Ended December 31, 2025 2024 2025 vs. 2024 Revenues % of Total Revenues % of Total $ Change % Change Residential data $ 901,696 60.1 % $ 925,854 58.6 % $ (24,158) (2.6) % Residential video 187,068 12.5 % 222,036 14.1 % (34,968) (15.7) % Residential voice 26,866 1.8 % 31,958 2.0 % (5,092) (15.9) % Business data 228,995 15.3 % 228,197 14.4 % 798 0.3 % Business other 63,113 4.2 % 72,279 4.6 % (9,166) (12.7) % Other 93,685 6.2 % 99,218 6.3 % (5,533) (5.6) % Total revenues $ 1,501,423 100.0 % $ 1,579,542 100.0 % $ (78,119) (4.9) % ARPU for the indicated service offerings for 2025 and 2024 were as follows: Year Ended December 31, 2025 vs. 2024 2025 2024 $ Change % Change Residential data $ 80.84 $ 80.39 $ 0.45 0.6 % Residential video $ 163.09 $ 153.14 $ 9.95 6.5 % Residential voice $ 36.30 $ 36.32 $ (0.02) (0.1) % Business services $ 228.10 $ 240.18 $ (12.08) (5.0) % 47 Table of Contents Residential data revenues decreased $24.2 million, or 2.6%, due primarily to a decrease in residential data subscribers, partially offset by a 0.6% increase in ARPU.
In December 2024, we amended our agreement with MBI, to, among other things, (i) reinstate our 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 us to sell) to us all membership interests not held by us such that the exercise can occur no earlier than January 1, 2026 (unless a change of control of Cable One occurs prior to that date), and the closing can occur no earlier than October 1, 2026 (unless we elect to cause the closing to occur earlier) (the "Put Option," and together with the Call Option, the "New MBI Net Option"); (iii) require us 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 December 2024, we amended our agreement with MBI, to, among other things, (i) reinstate the 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 us to sell) to us all membership interests not held by us such that the exercise can occur no earlier than January 1, 2026 (unless a change of control of Cable One occurs prior to that date), and the closing can occur no earlier than October 1, 2026 (unless we elect to cause the closing to occur earlier) (the "Put Option," and together with the Call Option, the "New MBI Net Option"); (iii) require us 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").
Significant judgments in this area involve determining whether an event has occurred, determining the future cash flows for the assets involved and selecting the appropriate discount rate to be applied in determining estimated fair value. Goodwill and Indefinite-Lived Intangible Assets We have a significant amount of goodwill and indefinite-lived intangible assets that are reviewed at least annually for impairment.
Significant judgments in this area involve determining whether an event has occurred, determining the future cash flows for the assets involved and selecting the appropriate discount rate to be applied in determining estimated fair value. Goodwill and Indefinite-Lived Intangible Asset We have a significant amount of goodwill and an indefinite-lived intangible asset that are reviewed at least annually for impairment.
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 (these call and put options are collectively referred to as the "Old MBI Net Option").
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 (these call and put options are collectively referred to as the "Old MBI Net Option").
The Senior Notes are required to be guaranteed on a senior unsecured basis by each of our existing and future wholly owned domestic subsidiaries that guarantees our obligations under the New Credit Agreement or that guarantees certain capital markets debt of ours or a guarantor in an aggregate principal amount in excess of $250.0 million.
The Senior Notes are required to be guaranteed on a senior unsecured basis by each of our existing and future wholly owned domestic subsidiaries that guarantees our obligations under the Credit Agreement or that guarantees certain capital markets debt of ours or a guarantor in an aggregate principal amount in excess of $250.0 million.
In addition, Adjusted EBITDA generally correlates to the measure used in the leverage ratio calculations under the New Credit Agreement and the Senior Notes Indenture (as defined and described in the following section entitled "Financial Condition: Liquidity and Capital Resources - Financing Activity" ) to determine compliance with the covenants contained in the New Credit Agreement and the ability to take certain actions under the Senior Notes Indenture.
In addition, Adjusted EBITDA generally correlates to the measure used in the leverage ratio calculations under the Credit Agreement and the Senior Notes Indenture (as defined and described in the following section entitled "Financial Condition: Liquidity and Capital Resources - Financing Activity" ) to determine compliance with the covenants contained in the Credit Agreement and the ability to take certain actions under the Senior Notes Indenture.
As we act as principal in these arrangements, these fees are reported in video and voice revenues on a gross basis with corresponding expenses included within operating expenses in the consolidated statements of operations and comprehensive income. • We have franchise agreements requiring plant construction and the provision of services to customers within the franchise areas.
As we act as principal in these arrangements, these fees are reported in video and voice revenues on a gross basis with corresponding expenses included within operating expenses in the consolidated statements of operations and comprehensive income (loss). • We have franchise agreements requiring plant construction and the provision of services to customers within the franchise areas.
We expect to continue to devote financial resources to infrastructure improvements in existing and newly 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.
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.
We define Adjusted EBITDA margin for a product line as Adjusted EBITDA attributable to that product line divided by revenue attributable to that product line (see “ Use of Adjusted EBITDA” below for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure).
We define Adjusted EBITDA margin for a product line as Adjusted EBITDA attributable to that product line divided by revenue attributable to that product line (see “ Use of Adjusted EBITDA” below for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure).
Equity Method Investment Income (Loss), Net Equity method investment loss, net, was $204.5 million for 2024 and consisted primarily of a $111.7 million non-cash impairment of our MBI investment and our $91.6 million and $2.8 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively.
Equity method investment loss, net, was $204.5 million for 2024 and consisted primarily of a $111.7 million non-cash impairment of our MBI investment and our $91.6 million and $2.8 million proportionate share of net losses from our Clearwave Fiber and MBI investments, respectively.
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.
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.
For a summary of all our significant accounting policies, see note 2 of the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Long-lived Assets A long-lived asset or asset group is tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
For a summary of all our significant accounting policies, see note 1 of the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Long-lived Assets A long-lived asset or asset group is tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
The amounts reported represent estimates of the future programming costs for these purchase commitments based on estimated subscriber numbers, tier placements as of December 31, 2024 and the per-subscriber rates contained in the contracts. Actual amounts due under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements at the time.
The amounts reported represent estimates of the future programming costs for these purchase commitments based on estimated subscriber numbers, tier placements as of December 31, 2025 and the per-subscriber rates contained in the contracts. Actual amounts due under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements at the time.
On May 20, 2022, the Board authorized up to $450.0 million of additional 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 December 31, 2024.
On May 20, 2022, the Board authorized up to $450.0 million of additional 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 December 31, 2025.
This margin disparity is largely the result of significant programming costs and retransmission fees incurred to deliver residential video services, which in each of the last three years represented between 59% and 64% of total residential video revenues.
This margin disparity is largely the result of significant programming costs and retransmission fees incurred to deliver residential video services, which in each of the last three years represented between 59% and 63% of total residential video revenues.
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 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 53% of our markets and currently offer Gigabit download data service to all of our passings.
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 December 31, 2024 , approximately 74% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas.
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 December 31, 2025 , approximately 75% of our customers were located in seven states: Arizona, Idaho, Mississippi, Missouri, Oklahoma, South Carolina and Texas.
Under the New Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at the Company’s 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 the Company’s Total Net Leverage Ratio (as defined in the New 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.
Under the Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at our 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 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.
Such strategic investments capitalize on opportunities that may not have existed under a full ownership model, allow us to participate more aggressively in the fiber expansion business and may potentially provide future acquisition or investment opportunities, while allowing our management team to focus on our core business and without burdening our cash flow.
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.
In 2024, our Adjusted EBITDA margins for residential data and business data are estimated to be approximately three and four times greater, respectively, than for residential video.
In 2025, our Adjusted EBITDA margins for residential data and business data are estimated to be approximately three and four times greater, respectively, than for residential video.
As of December 31, 2023, 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.
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, 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%.
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%.
Rent expense for pole attachments was $16.8 million and $15.0 million for 2024 and 2023, respectively. • Fees imposed on us by various governmental authorities, including franchise fees, are passed through monthly to our customers and are periodically remitted to authorities. These fees were $24.1 million and $26.9 million for 2024 and 2023, respectively.
Rent expense for pole attachments was $15.6 million and $16.8 million for 2025 and 2024, respectively. • Fees imposed on us by various governmental authorities, including franchise fees, are passed through monthly to our customers and are periodically remitted to authorities. These fees were $16.9 million and $24.1 million for 2025 and 2024, respectively.
In connection with these obligations under existing franchise agreements, we obtain surety bonds or letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Outstanding surety bonds and letters of credit totaled $38.8 million and $29.8 million as of December 31, 2024 and 2023, respectively.
In connection with these obligations under existing franchise agreements, we obtain surety bonds or letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Outstanding surety bonds and letters of credit totaled $32.3 million and $38.8 million as of December 31, 2025 and 2024, respectively.
Other Income (Expense), Net Other expense, net, was $59.7 million for 2024 and consisted primarily of a $71.5 million gain related to the MBI Amendment (as defined and described in the following section entitled "Financial Condition: Liquidity and Capital Resources - Liquidity" ), a $7.7 million gain related to the C-band spectrum relocation funding received from the federal government and a $6.9 million non-cash gain associated with our Nextlink equity investment, partially offset by a $146.2 million non-cash loss on fair value adjustment associated with the Old MBI Net Option (as defined and described in the section entitled "Financial Condition: Liquidity and Capital Resources - Liquidity" ).
Other expense, net, was $59.7 million for 2024 and consisted primarily of a $71.5 million gain related to the MBI Amendment (as defined and described in the following section entitled "Financial Condition: Liquidity and Capital Resources - Liquidity" ), a $7.7 million gain related to C-band spectrum relocation funding received from the federal government and a $6.9 million non-cash gain associated with our Nextlink equity investment, partially offset by a $146.2 million non-cash loss on fair value adjustment associated with the Old MBI Net Option (as defined and described in the section entitled "Financial Condition: Liquidity and Capital Resources - Liquidity" ). 48 Table of Contents Income Tax (Provision) Benefit Income tax benefit was $87.9 million for 2025 and income tax provision was $25.2 million for 2024 .
This strategy has focused on increasing Adjusted EBITDA, driving higher margins and delivering attractive levels of Adjusted EBITDA less capital expenditures over the long-term. 43 Table of Contents Excluding the effects of our recently completed and any potential future acquisitions and divestitures, the trends described above have impacted, and are expected to further impact, our three primary product lines in the following ways: • Residential data .
This strategy has focused on increasing Adjusted EBITDA, driving higher margins and delivering attractive levels of Adjusted EBITDA less capital expenditures over the long term. 42 Table of Contents Excluding the effects of acquisitions and divestitures, the trends described above have impacted, and are expected to further impact, our three primary product lines in the following ways: • Residential data .
Our broadband plant generally consists of a fiber or HFC network with ample unused capacity, and all of our passings have access to Gigabit download speeds, including over 40% of our markets that have access to multi-Gigabit download speeds, which we believe meaningfully distinguishes our offerings from certain competitors in our markets.
Our broadband plant generally consists of a fiber or HFC network with ample unused capacity, and all of our passings have access to Gigabit download speeds, which we believe meaningfully distinguishes our offerings from certain competitors in our markets.
As of December 31, 2024, $11.6 million of letter of credit issuances were held for the benefit of performance obligations under government grant programs and certain general and liability insurance matters and bore interest at a rate of 1.0% per annum. We were in compliance with all debt covenants as of December 31, 2024.
As of December 31, 2025, $9.8 million of letter of credit issuances were held for the benefit of performance obligations under government grant programs and certain general and liability insurance matters and bore interest at a rate of 1.0% per annum. We were in compliance with all debt covenants as of December 31, 2025.
The estimated useful lives assigned to our property, plant and equipment are reviewed on an annual basis or more frequently if circumstances warrant and such lives are revised to the extent necessary due to changing facts and circumstances.
The estimated useful lives assigned to our property, plant and equipment are reviewed on an annual basis or more frequently if circumstances warrant and such lives are revised to the extent necessary due to changing facts and circumstances. Any changes in estimated useful lives are reflected prospectively.
However, our ability to utilize those funding sources to fund ongoing operations, make capital expenditures, make future acquisitions and strategic investments, pay quarterly dividends 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.
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.
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, rebranding costs, government program exit costs, net equity method investment (income) loss, net other (income) expense and other special items, as applicable, as provided in the following table.
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 special items, as applicable, as provided in the following table.
The aggregate amount of the Upfront Payment and the impact of 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 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.
The aggregate amount of the Upfront Payment and the New MBI Debt will reduce the Put Price payable 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.
We believe that our existing cash balances, the anticipated available capacity under the Revolving Credit Facility (as defined below) 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.
We believe that our existing cash balances, the anticipated available capacity under the Revolving Credit Facility (as defined below) 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 without needing to raise additional incremental capital.
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. • Business data . We have experienced significant growth in business data customers and revenues since 2013.
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. • Business data .
Should the underlying assumptions prove incorrect, or if any of those risks materialize, 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 total net indebtedness outstanding at that time may differ from the estimated amounts described above.
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 Put Price payable upon the closing of the Put Option exercise and the amount of MBI’s total net indebtedness outstanding at that time may differ from the estimated amounts described above.
In 2020, we invested a combined $634.9 million in CTI, Nextlink, Wisper and MBI and contributed the assets of the Anniston System to Hargray in exchange for an approximately 15% equity interest. In 2021, we invested a combined $95.8 million in Point, Tristar and Nextlink.
In 2020, we invested in CTI, Nextlink, Wisper and MBI and contributed the assets of the Anniston System to Hargray in exchange for an approximately 15% equity interest. In 2021, we invested in Point, Tristar and Nextlink.
These estimates are based on MBI’s past performance and current forecasts and are subject to numerous assumptions and risks including, without limitation, factors that could impact MBI’s performance, such as competition, economic conditions, operating performance and other factors described under “Cautionary Statement Regarding Forward-Looking Statements” in this Annual Report on Form 10-K.
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” in this Annual Report on Form 10-K.
The following tables present certain information regarding our net property, plant and equipment and our cash paid for property, plant and equipment for the periods indicated (dollars in thousands): As of December 31, 2024 2023 Property, plant and equipment, net $ 1,789,955 $ 1,791,120 Total assets $ 6,525,895 $ 6,759,510 Property, plant and equipment, net as a percentage of total assets 27.4 % 26.5 % Year Ended December 31, 2024 2023 2022 Cash paid for property, plant and equipment $ 295,036 $ 367,704 $ 410,737 Property, plant and equipment represents the costs incurred in the design, construction and implementation of plant, infrastructure and capacity improvements and upgrades.
The following tables present certain information regarding our net property, plant and equipment and our cash paid for property, plant and equipment for the periods indicated (dollars in thousands): As of December 31, 2025 2024 Property, plant and equipment, net $ 1,784,201 $ 1,789,955 Total assets $ 5,588,353 $ 6,525,895 Property, plant and equipment, net as a percentage of total assets 31.9 % 27.4 % Year Ended December 31, 2025 2024 2023 Cash Paid for Property, Plant and Equipment $ 288,960 $ 295,036 $ 367,704 Property, plant and equipment represents the costs incurred in the design, construction and implementation of plant, infrastructure and capacity improvements and upgrades.
The FCC currently is considering several initiatives that could lead to increased regulation of our data, voice and video services. Some states, including Arizona and Missouri (where we have subscribers), have proposed administrative actions and/or legislation in the past, which if adopted could lead to increased regulation of our provision of data services.
Some states, including Arizona and Missouri (where we have subscribers), have proposed administrative actions and/or legislation in the past, which if adopted could lead to increased regulation of our provision of data services.
Programming purchases pursuant to non-binding commitments are not reflected in the amounts shown. (2) Lease payments include payment obligations related to our outstanding finance and operating lease arrangements as of December 31, 2024.
Programming purchases pursuant to non-binding commitments are not reflected in the amounts shown. (2) Lease payments include payment obligations related to our outstanding finance and operating lease arrangements as of December 31, 2025. (3) Debt payments include scheduled principal repayment obligations for our outstanding debt instruments as of December 31, 2025.
Ranked by share of our total revenues during 2024, they are residential data (58.6%), business data (14.4%) and residential video (14.1%). 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.
Ranked by share of our total revenues during 2025, they are residential data (60.1%), business data (15.3%) and residential video (12.5%). 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.
Adjusted EBITDA is also a significant performance measure that we have used in our incentive compensation programs. Adjusted EBITDA does not take into account cash used for mandatory debt service requirements or other non-discretionary expenditures, and thus does not represent residual funds available for discretionary uses. We believe that Adjusted EBITDA is useful to investors in evaluating our operating performance.
Adjusted EBITDA does not take into account cash used for mandatory debt service requirements or other non-discretionary expenditures, and thus does not represent residual funds available for discretionary uses. 49 Table of Contents We believe that Adjusted EBITDA is useful to investors in evaluating our operating performance.
We believe 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 ARPU from our existing customers over the long-term and capture additional market share.
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 ARPU from our existing customers over the long term and potentially capture additional market share.
We provided services to approximately 1.1 million residential and business customers out of approximately 2.8 million passings as of December 31, 2024. Of these customers, approximately 1,055,000 subscribed to data services, 114,000 subscribed to video services and 106,000 subscribed to voice services as of December 31, 2024. We generate substantially all of our revenues through three primary product lines.
We provided services to approximately 1.0 million residential and business customers out of approximately 2.9 million passings as of December 31, 2025. Of these customers, approximately 999,000 subscribed to data services, 88,000 subscribed to video services and 94,000 subscribed to voice services as of December 31, 2025. We generate substantially all of our revenues through three primary product lines.
The Call Price or Put Price payable by us upon the exercise of the Call Option or the Put Option, as applicable, is to be calculated under a formula based on a multiple of MBI’s adjusted earnings before interest, taxes, depreciation and amortization for the twelve-month period ended June 30, 2025, and MBI’s total net indebtedness.
The Put Option was exercised on January 2, 2026. 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 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.
Selling, general and administrative expenses as a percentage of revenues were 23.2% and 21.1% for 2024 and 2023, respectively. Depreciation and amortization expense was $341.8 million for 2024 and decreased $1.1 million, or 0.3%, compared to 2023. Depreciation and amortization expense as a percentage of revenues was 21.6% and 20.4% for 2024 and 2023, respectively.
Selling, general and administrative expenses as a percentage of revenues were 25.4% and 23.2% for 2025 and 2024, respectively. Depreciation and amortization expense was $338.5 million for 2025 and decreased $3.2 million, or 0.9%, compared to 2024. Depreciation and amortization expense as a percentage of revenues was 22.5% and 21.6% for 2025 and 2024, respectively.
Other purchase orders made in the ordinary course of business are excluded from the amounts shown but are included within accounts payable and accrued liabilities in our consolidated balance sheet.
(4) Other purchase obligations include purchase obligations related to capital projects and other legally binding commitments. Other purchase orders made in the ordinary course of business are excluded from the amounts shown but are included within accounts payable and accrued liabilities in our consolidated balance sheet.
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. Approximately 61% of our total capital expenditures since 2017 focused on infrastructure improvements intended to grow these measures.
In addition, a key objective of our capital allocation process is to invest in initiatives designed to drive revenue and Adjusted EBITDA expansion. Approximately 71% of our total capital expenditures since 2017 focused on infrastructure improvements intended to grow these measures.
Costs and Expenses Operating expenses (excluding depreciation and amortization) were $416.8 million for 2024 and decreased $24.1 million, or 5.5%, compared to 2023.
Costs and Expenses Operating expenses (excluding depreciation and amortization) were $392.1 million for 2025 and decreased $24.7 million, or 5.9%, compared to 2024.
Operating expenses as a percentage of revenues were 26.4% and 26.3% for 2024 and 2023, respectively. Selling, general and administrative expenses were $366.0 million for 2024 and increased $11.3 million, or 3.2%, compared to 2023.
Operating expenses as a percentage of revenues were 26.1% and 26.4% for 2025 and 2024, respectively. Selling, general and administrative expenses were $381.1 million for 2025 and increased $15.2 million, or 4.1%, compared to 2024.
A summary of the term loans outstanding under the New Credit Agreement as of December 31, 2024 is as follows (dollars in thousands): Instrument Draw Date(s) Original Principal Amortization Per Annum (1) Outstanding Principal Final Scheduled Maturity Date Final Scheduled Principal Payment Benchmark Rate Fixed Margin Interest Rate Term Loan B-2 1/7/2019 $ 250,000 1.0% $ 235,625 10/30/2029 (2) $ 223,750 SOFR + 10.0 bps 2.25% 6.71% Term Loan B-3 6/14/2019 10/30/2020 2/22/2023 325,000 300,000 150,000 1.0% 741,479 10/30/2029 (2) 704,695 SOFR + 10.0 bps 2.25% 6.71% Term Loan B-4 5/3/2021 800,000 1.0% 752,117 5/3/2028 726,787 SOFR + 11.4 bps 2.00% 6.47% Total $ 1,825,000 $ 1,729,221 $ 1,655,232 (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).
A summary of our outstanding term loans as of December 31, 2025 is as follows (dollars in thousands): Instrument Draw Date(s) Original Principal Amortization Per Annum (1) Outstanding Principal Final Scheduled Maturity Date Final Scheduled Principal Payment Benchmark Rate Fixed Margin Interest Rate Term Loan B-2 1/7/2019 $ 250,000 1.0% $ 233,125 10/30/2029 (2) $ 223,750 SOFR + 10.0 bps 2.25% 6.07% Term Loan B-3 6/14/2019 10/30/2020 2/22/2023 325,000 300,000 150,000 1.0% 733,735 10/30/2029 (2) 704,695 SOFR + 10.0 bps 2.25% 6.07% Term Loan B-4 5/3/2021 800,000 1.0% 739,952 5/3/2028 722,518 SOFR + 11.4 bps 2.00% 5.83% Total $ 1,825,000 $ 1,706,812 $ 1,650,963 (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).
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.
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.
We recorded debt issuance cost amortization of $4.6 million and $4.7 million for 2024 and 2023, respectively, within net interest expense in the consolidated statements of operations and comprehensive income. The unamortized debt discount associated with the Convertible Notes was $7.7 million and $12.0 million as of December 31, 2024 and 2023, respectively.
The unamortized debt discount associated with the Convertible Notes was $3.4 million and $7.7 million as of December 31, 2025 and 2024, respectively. We recorded debt discount amortization of $4.3 million during both 2025 and 2024 within net interest expense in the consolidated statement of operations and comprehensive income (loss).
Our capital expenditures by category for the years ended December 31, 2024 and 2023 were as follows (in thousands): Year Ended December 31, 2024 2023 Customer premise equipment (1) $ 59,876 $ 62,066 Commercial (2) 20,996 38,893 Scalable infrastructure (3) 31,334 54,097 Line extensions (4) 61,326 51,466 Upgrade/rebuild (5) 30,486 60,898 Support capital (6) 82,336 103,608 Total $ 286,354 $ 371,028 (1) Customer premise equipment includes costs incurred at customer locations, including installation costs and customer premise equipment (e.g., modems and set-top boxes).
Our capital expenditures by category for the years ended December 31, 2025 and 2024 were as follows (in thousands): Year Ended December 31, 2025 2024 Customer premise equipment (1) $ 61,188 $ 59,876 Commercial (2) 16,468 20,996 Scalable infrastructure (3) 33,579 31,334 Line extensions (4) 68,393 61,326 Upgrade/rebuild (5) 15,448 30,486 Support capital (6) 90,175 82,336 Total $ 285,251 $ 286,354 (1) Customer premise equipment includes costs incurred at customer locations, including installation costs and customer premise equipment (e.g., modems and set-top boxes).
The decrease in operating expenses was primarily attributable to $32.8 million of lower programming and franchise fees as a result of video customer losses and a $2.9 million reduction in labor and other compensation-related costs, partially offset by increases of $3.2 million in software costs, $2.1 million in network backbone costs and $2.0 million in rent expense.
The decrease in operating expenses was primarily attributable to decreases of $23.3 million in programming and franchise costs as a result of video customer losses, $2.9 million in labor and other compensation-related costs and $2.0 million in property and other taxes, partially offset by increases of $3.0 million in maintenance costs and $2.6 million in software costs.
These balances were as follows (dollars in thousands): As of December 31, 2024 2023 Goodwill and indefinite-lived intangible assets $ 3,031,842 $ 3,029,493 Total assets $ 6,525,895 $ 6,759,510 Goodwill and indefinite-lived intangible assets as a percentage of total assets 46.5 % 44.8 % 58 Table of Contents Goodwill Reporting Unit .
These balances were as follows (dollars in thousands): As of December 31, 2025 2024 Goodwill and indefinite-lived intangible asset $ 2,815,185 $ 3,031,842 Total assets $ 5,588,353 $ 6,525,895 Goodwill and indefinite-lived intangible asset as a percentage of total assets 50.4 % 46.5 % 58 Table of Contents Goodwill Reporting Unit .
Unrealized Gain (Loss) on Cash Flow Hedges and Other, Net of Tax Unrealized gain on cash flow hedges and other, net of tax was $11.4 million for 2024 compared to an unrealized loss on cash flow hedges and other, net of tax of $13.3 million for 2023.
Net Income (Loss) Net loss was $356.5 million for 2025 compared to net income of $14.5 million for 2024 . Unrealized Gain (Loss) on Cash Flow Hedges and Other, Net of Tax Unrealized loss on cash flow hedges and other, net of tax, was $28.7 million for 2025 compared to an unrealized gain of $11.4 million for 2024.
Any changes in estimated useful lives are reflected prospectively. 59 Table of Contents Business Combination Purchase Price Allocation The application of the acquisition method requires the allocation of the purchase price amongst the acquisition date fair values of identifiable assets acquired and liabilities assumed in a business combination.
Business Combination Purchase Price Allocation The application of the acquisition method requires the allocation of the purchase price amongst the acquisition date fair values of identifiable assets acquired and liabilities assumed in a business combination.
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 to our customers.
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 consumers. We believe these investments will reinforce our competitive strength in this area.
The $24.6 million change was due to a year-over-year increase in forward interest rates. 49 Table of Contents Use of Adjusted EBITDA We use certain measures that are not defined by GAAP to evaluate various aspects of our business.
The $40.0 million change was due primarily to a decline in forward interest rates during 2025 compared to an increase during 2024. Use of Adjusted EBITDA We use certain measures that are not defined by GAAP to evaluate various aspects of our business.
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.
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.
At any time and from time to time prior to November 15, 2025, we may redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of their principal amount, plus the “make-whole” premium described in the Senior Notes Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
We 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.
The increase in selling, general and administrative expenses was primarily attributable to increases of $6.8 million in rebranding costs, $6.2 million in system conversion costs and $2.4 million in software costs, partially offset by a $2.4 million decrease in labor and other compensation-related costs.
The increase in selling, general and administrative expenses was primarily attributable to increases of $11.3 million in billing system conversion costs, $3.9 million in software costs, $2.8 million in legal settlement costs, $2.8 million in acquisition-related costs and $1.3 million in executive search costs, partially offset by a $6.8 million reduction in rebranding costs.
Based on available information as of the date of this Annual Report on Form 10-K, if the Call Option or Put Option is exercised, 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 $410 million and $550 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.
MBI's accounting and reporting methodologies will be aligned with ours after the acquisition is completed. 51 Table of Contents Based on currently available information as of the date of this Annual Report on Form 10-K, if closing occurs on 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 $845 million to $895 million (in the form of term loans maturing in November 2027).
We serve our customers through a plant and network with capacity generally measuring 750 megahertz or higher and have DOCSIS 3.1 capabilities throughout our systems. Our technologically advanced fiber-based infrastructure provides for delivery of a full suite of data, video and voice products.
We serve our customers through a plant and network with capacity generally measuring 750 megahertz or higher and have DOCSIS 3.1 capabilities throughout our systems.
In 2020, we acquired Valu-Net for $38.9 million and contributed the assets of our Anniston System to Hargray in exchange for an approximately 15% equity interest in Hargray. We subsequently acquired the remaining approximately 85% equity interest in Hargray in 2021 for approximately $2.0 billion.
In 2020, we acquired Valu-Net and contributed the assets of our Anniston System to Hargray in exchange for an approximately 15% equity interest in Hargray. We subsequently acquired the remaining approximately 85% equity interest in Hargray in 2021. We also acquired certain assets and assumed certain liabilities from CableAmerica in 2021 and completed a small acquisition in 2024.
These efforts contributed to a reduction in residential data services ARPU during 2024. Our business is subject to extensive governmental regulation, which substantially impacts our operational and administrative expenses. Thus, we could be significantly impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative or judicial rulings.
Our business is subject to extensive governmental regulation, which substantially impacts our operational and administrative expenses. Thus, we could be significantly impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative or judicial rulings. The FCC has opened inquiries looking at several initiatives that could lead to increased regulation of our data, voice and video services.
Upon the occurrence of a Change of Control and a Below Investment Grade Rating Event (each as defined in the Senior Notes Indenture), we are 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. 54 Table of Contents Convertible Notes In March 2021, we completed a private offering of $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").
Upon the occurrence of a Change of Control and a Below Investment Grade Rating Event (each as defined in the Senior Notes Indenture), we are 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.
Since we first became publicly traded in 2015 through the end of 2024, we have repurchased 646,244 shares of our common stock at an aggregate cost of $556.9 million. We may, from time to time, continue to opportunistically repurchase shares depending on the trading price of our common stock, market conditions and other factors.
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 the end of 2025, we have repurchased 646,244 shares of our common stock at an aggregate cost of $556.9 million.
Similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measures of passings, PSUs and customer relationships may not be directly comparable to similarly titled measures reported by other companies. 47 Table of Contents We use ARPU to evaluate and monitor the amount of revenue generated by each type of service subscribed to by customers and the contribution to total revenues as well as to analyze and compare growth patterns.
Similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measures of passings, PSUs and customer relationships may not be directly comparable to similarly titled measures reported by other companies.
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.
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. We have completed a number of acquisitions in recent years. In 2017, we acquired NewWave. In 2019, we acquired Clearwave and Fidelity.
Residential video revenues decreased $35.9 million, or 13.9%, due primarily to a decrease in residential video subscribers, partially offset by a rate adjustment enacted in early 2024. Residential voice revenues decreased $5.1 million, or 13.8%, due primarily to a decrease in residential voice subscribers.
Residential video revenues decreased $35.0 million, or 15.7%, due primarily to a decrease in residential video subscribers, partially offset by rate adjustments enacted during the first and fourth quarters of 2025. Residential voice revenues decreased $5.1 million, or 15.9%, due primarily to a decrease in residential voice subscribers.
The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence. Recently Adopted and Issued Accounting Pronouncements Recent accounting pronouncements which may be applicable to us are described in note 2 to our consolidated financial statements.
The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence.
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. 44 Table of Contents Beginning in the fourth quarter of 2023, we increased our efforts to supplement the growth of our residential data customer base by targeting a broader scope of incremental customers, including those who are more value-conscious, through more targeted pricing and product offerings.
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.
Business data revenues increased $5.8 million, or 2.6%, due primarily to an increase in business data subscribers. 48 Table of Contents Business other revenues decreased $9.8 million, or 12.0%, due primarily to a decrease in business video subscribers.
Business data revenues increased $0.8 million, or 0.3%, with the fiber, wholesale and carrier portions of the business continuing to experience growth. Business other revenues decreased $9.2 million, or 12.7%, due primarily to a decrease in business video subscribers. Other revenues decreased $5.5 million, or 5.6%, due primarily to a decrease in regulatory and advertising revenues.
In 2022, we contributed certain fiber operations to Clearwave Fiber in exchange for an approximately 58% equity interest in Clearwave Fiber valued at $440.0 million as of the closing date, divested our Tallahassee, Florida system and certain other non-core assets and invested a combined $41.8 million (including the $7.0 million fair value of our divested Tallahassee, Florida system) in Point, MetroNet, Visionary and Ziply.
In 2022, we contributed certain fiber operations to Clearwave Fiber in exchange for an approximately 58% equity interest in Clearwave Fiber, divested our Tallahassee, Florida system and certain other non-core assets and invested in Point, MetroNet, Visionary and Ziply. In 2023, we made additional investments in Visionary and Ziply and redeemed our equity investments in Wisper and Tristar.
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.
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.
During the fourth quarter of 2024, our average residential data customer used 774 Gigabytes of data per month, with over 27% of our customers using over 1 Terabyte of data per month.
During the fourth quarter of 2025, our average residential data customer used 835 Gigabytes of data per month, with more than 30% of our customers using over 1 Terabyte of data per month, while peak bandwidth utilization remained at or below 20%.
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.
Margins for products sold to business customers have remained attractive, which we expect will continue. • 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.
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.
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. 43 Table of Contents 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on the principal then-outstanding under our Senior Credit Facilities with exposure to SOFR at December 31, 2023, assuming, hypothetically, that the SOFR applicable to the Senior Credit Facilities was 100 basis points higher, our annual interest expense would have been $9.1 million higher in 2023.
Biggest changeBased on the principal outstanding under our Senior Credit Facilities with exposure to SOFR at December 31, 2025, assuming, hypothetically, that the SOFR applicable to the Senior Credit Facilities was 100 basis points higher, our annual interest expense would have increased $5.1 million in 2025.
Based on the principal outstanding under our Senior Credit Facilities with exposure to SOFR at December 31, 2024, assuming, hypothetically, that the SOFR applicable to the Senior Credit Facilities was 100 basis points higher, our annual interest expense would have increased $8.4 million in 2024.
Based on the principal then-outstanding under our Senior Credit Facilities with exposure to SOFR at December 31, 2024, assuming, hypothetically, that the SOFR applicable to the Senior Credit Facilities was 100 basis points higher, our annual interest expense would have been $8.4 million higher in 2024.
As of December 31, 2024, our market risk sensitive instruments consisted of our Senior Credit Facilities and interest rate swaps, as each is described within the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition: Liquidity and Capital Resources — Financing Activity” and notes 10 and 12 to the consolidated financial statements.
As of December 31, 2025, our market risk sensitive instruments consisted of our Senior Credit Facilities and interest rate swaps, as each is described within the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition: Liquidity and Capital Resources — Financing Activity” and notes 9 and 11 to the consolidated financial statements.
As of December 31, 2023, outstanding borrowings under our Senior Credit Facilities were $2.11 billion and the notional amount of our effective interest rate swap agreement was $1.20 billion.
As of December 31, 2024, outstanding borrowings under our Senior Credit Facilities were $2.04 billion and the notional amount of our effective interest rate swap agreement was $1.20 billion.
Outstanding borrowings under our Senior Credit Facilities, which bear interest, at our option, at a rate per annum determined by reference to either SOFR or a base rate, in each case plus an applicable credit spread adjustment and interest rate margin, were $2.04 billion at December 31, 2024.
Outstanding borrowings under our Senior Credit Facilities, which bear interest, at our option, at a rate per annum determined by reference to either SOFR or a base rate, in each case plus an applicable credit spread adjustment and interest rate margin, were $1.71 billion at December 31, 2025.
Additionally, as of December 31, 2024, we had $650.0 million, $575.0 million and $345.0 million aggregate principal amount of the Senior Notes, 2026 Notes and 2028 Notes, respectively, outstanding.
Additionally, as of December 31, 2025, we had $582.0 million, $575.0 million and $345.0 million aggregate principal amount of the Senior Notes, 2026 Notes and 2028 Notes, respectively, outstanding.
Although the Senior Notes and 2028 Notes are based on fixed rates and the 2026 Notes do not bear interest, changes in interest rates could impact the fair market value of such notes. As of December 31, 2024, the fair market values of the Senior Notes, 2026 Notes and 2028 Notes were $542.8 million, $535.4 million and $285.9 million, respectively.
Although the Senior Notes and 2028 Notes are based on fixed rates and the 2026 Notes do not bear interest, changes in interest rates could impact the fair market value of such notes. As of December 31, 2025, the fair market values of the Senior Notes, 2026 Notes and 2028 Notes were $448.9 million, $566.4 million and $282.9 million, respectively.

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