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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 14, 2026, Cable One, Inc. (the “Company”) announced that the Company’s Board of Directors (the “Board”) has appointed Heather McCallion to serve as the Company’s Chief Operating Officer effective as of her hire date, which is expected to be on or around August 24, 2026 (such date, the “Commencement Date”).
Ms. McCallion, age 51, most recently served as Chief Experience Officer of WideOpenWest, Inc. since January 2026 and was an independent telecommunications consultant from August 2025 to January 2026. Previously, she was a Vice President of Cogeco Inc. from July 2013 through July 2025 where she served in various strategic operations roles at Breezeline (formerly Atlantic Broadband) with responsibility for general management, business transformation, products and programming and content acquisition. Ms. McCallion has over 25 years of telecommunications and media experience. She began her career at Starz where she spent three years, followed by 10 years at NBCUniversal, Inc. where she served in various sales, content distribution and product strategy roles.
There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Ms. McCallion and any of the Company’s directors or executive officers, or persons nominated or chosen to become a director or an executive officer. There is no arrangement or understanding between Ms. McCallion and any other person pursuant to which she was selected as the Company’s Chief Operating Officer. Ms. McCallion does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Ms. McCallion’s appointment as Chief Operating Officer, the Company entered into an offer letter with her, dated July 22, 2026 (the “Offer Letter”) and effective as of the Commencement Date, which provides Ms. McCallion with the following compensation and benefits, as approved by the Compensation and Talent Management Committee of the Board: (i) an annual base salary of $475,000; (ii) an annual target bonus equal to 90% of her annual base salary, pro-rated based on five months of participation in the Company’s 2026 annual executive bonus plan and to be paid at no less than the target performance level for 2026; (iii) a one-time grant of equity-based awards having an aggregate grant date fair market value of approximately $1,000,000, granted in the form of cash-settled phantom service-based restricted stock units, which grant date shall be September 1, 2026 if the Commencement Date occurs before such date, subject to service-based two-year proportional vesting; and (iv) beginning January 1, 2027, eligibility for annual equity-based award grants in accordance with the Company’s executive compensation program as described in the Offer Letter and determined by the Compensation and Talent Management Committee of the Board.
The foregoing is a summary of certain material terms of the Offer Letter and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This current report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “trend,” “will,” “would” or the negative version of these words or other comparable words. Any statements regarding the expected commencement date of the Chief Operating Officer and any other statements that are not historical facts are forward-looking statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 and the Company’s other filings with the Securities and Exchange Commission, and uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed or implied in any forward-looking statement. Each forward-looking statement contained herein speaks only as of the date of this current report, and the Company undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
Item 7.01. Regulation FD Disclosure.
On August 14, 2026, the Company issued a press release announcing the matters described under Item 5.02 above. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.
The information contained in this Item 7.01 as well as in Exhibit 99.1 hereto is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Offer Letter dated July 22, 2026 | |
| 99.1 | Press Release issued by Cable One, Inc. dated August 14, 2026 | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cable One, Inc. | ||||
| By: | /s/ Christopher J. Arntzen | |||
| Name: | Christopher J. Arntzen | |||
| Title: | Chief Legal Officer and Secretary | |||
Date: August 14, 2026
Exhibit 10.1
Heather McCallion
Via Email
July 22, 2026
Dear Heather,
We are delighted at the prospect that you will be joining Cable One as Chief Operating Officer. You will be appointed as an Executive Officer effective on your hire date, which we expect will be on or around August 24, 2026. This role will report directly to the Chief Executive Officer and is subject to your satisfactory completion of a pre-employment background check and all other pre-hire clearances.
SALARY AND BONUS
Your starting salary will be $475,000 per annum, payable bi-weekly in accordance with Cable One’s normal payroll practices. This salary is subject to review and possible adjustment in Cable One’s sole discretion, including based on market changes, performance, and other factors. Cable One’s executives are generally reviewed annually for changes to compensation.
As part of your employment with Cable One, as Chief Operating Officer, you will be eligible to receive an annual bonus targeted at 90 percent of your base annual salary (with potential of up to 180 percent of base salary). Bonuses are awarded in Cable One’s sole discretion and are determined after an evaluation of the Company’s performance as well as your own performance for the period. Payment of a bonus for one year does not guarantee payment in any subsequent year, and past performance does not guarantee future payouts. For the avoidance of doubt, any bonus in respect of your employment during 2026 (i.e., under the 2026 Annual Executive Bonus Plan) will be prorated. Bonuses are typically paid out in March after the calendar year for which they are awarded and only associates who remain on Cable One’s payroll on the date of the payment are eligible.
Your 2026 bonus, reflective of the 2026 performance year, will be payable in March of 2027 and will be guaranteed at a minimum of 100% of target, prorated for five months participation in the plan.
EQUITY COMPENSATION
| (a) | Hire-on Restricted Stock Award. Subject to the approval of the Compensation and Talent Management Committee of the Company’s Board of Directors (the “C&TM Committee”), in September 2026 you will receive a grant of phantom restricted stock units settled in cash (“RSUs”) with a grant date value equal to approximately $1,000,000. The number of RSUs will be calculated based on the closing price of our common stock on or about September 1, 2026. This grant will vest ratably fifty percent (50%) per year over two years commencing on the first anniversary of the Grant Date and on each anniversary thereafter, provided you remain employed with Cable One through the applicable vesting date, except as otherwise provided in your award agreement. |
| (b) | Annual Equity Award: Under the Company’s annual executive compensation program, equity awards are typically made to members of the executive team annually each January and are generally granted as a combination of time-based and performance-based Phantom Stock settled in cash. Awards for this role typically have an aggregate grant date value of approximately $1,625,000 but are not guaranteed and are subject to the evaluation by and approval of the C&TM Committee. Subject to the approval of the C&TM Committee, your equity awards under the Company’s 2027 executive compensation program are expected to consist of: |
| a. | Time based RSUs with a grant date value equal to approximately $650,000, scheduled to vest thirty-three and one-third percent (33 ⅓%) per year over three years commencing on the first anniversary of the grant date and on each anniversary thereafter, subject to your continued employment with Cable One through the applicable vesting date, except as otherwise provided in your award agreement. |
| b. | Performance based RSUs with a grant date value equal to approximately $975,000, scheduled to cliff-vest after certification of the applicable performance criteria following a three-year performance period and as adjusted based on the level of attainment of the grant’s performance metrics. |
| c. | Additional details regarding performance metrics for the performance based RSU grant described above can be provided by the Vice President of Total Rewards and HR Systems. |
VACATION
Based on the experience you bring to Cable One, we are accelerating your vacation eligibility. You will be eligible for 4 weeks of accrued vacation per year until you reach the eligibility requirements for additional time as outlined in the Paid Time Off policy in the Associate Guidebook.
BENEFITS
As a full-time associate, you will be eligible for our medical, dental, vision, life, and short-term disability insurance immediately upon hire. Many other voluntary benefits are available to you and are outlined in the attached flyer. Full details of the benefit plans will be available to you during your onboarding process, and you’ll be able to select options that fit your needs and lifestyle once your employment begins.
The RSU awards described above will be subject to the terms and conditions of the Cable One, Inc. 2026 Omnibus Incentive Compensation Plan (the “Plan”) and Cable One’s standard terms and conditions, including the restrictive covenants and clawback provisions applicable to executives of Cable One, as provided pursuant to the terms of your award agreements, the Company’s Incentive Compensation Recovery Policy and Clawback Policy, as amended, and the Plan.
You also understand and agree that you are solely responsible for any additional tax obligations resulting from the Company's payments.
This offer is contingent upon our verification of your right to work in the United States, as demonstrated by your completion of the Form I-9 upon hire and your submission of acceptable documents (as noted on the Form I-9) verifying your identity and work authorization within three (3) days of your hire date.
Cable One is an at-will employer, and you or Cable One may end the employment relationship at any time and for any reason, with or without notice.
Please sign and date this letter below to indicate your acceptance and return the original to me at your earliest convenience. Please keep a copy for your records.
I am very excited for the opportunity to work with you.
Jim Holanda
Chief Executive Officer
Cable One, Inc.
ACCEPTED AND AGREED
| Date: | 7/23/26 | |
| Name: | /s/ Heather McCallion |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Cable One Strengthens Leadership Team to Support Long-Term Growth
Company appoints Heather McCallion as Chief Operating Officer
PHOENIX, Ariz. — August 14, 2026 — Cable One, Inc. (NYSE: CABO) (the “Company” or “Cable One”), a leading broadband communications provider serving residential and business customers across 24 states, today announced the appointment of Heather McCallion as Chief Operating Officer, with an expected start date of August 24, 2026.
As COO, McCallion will lead Cable One's operational strategy and execution, overseeing residential sales and marketing, customer experience, customer care, field operations and digital transformation across all regions. She will be responsible for executing the company's long-term strategy while advancing operational excellence across the organization.
McCallion brings more than 25 years of executive leadership experience driving business transformation and growth across broadband and telecommunications companies. Most recently, she served as Chief Experience Officer at WideOpenWest, Inc. (“WOW!”). Prior to joining WOW!, she held several executive leadership roles at Breezeline (formerly Atlantic Broadband), including Vice President, General Manager of the company’s Florida markets and Vice President of New Business & Business Transformation.
"Cable One has built an outstanding company because of its talented associates and unwavering focus on customers," said McCallion. "I'm excited to build on that momentum, continue improving the customer experience and ensure we're delivering the reliable, high-quality service our customers count on every day."
The appointment reflects Cable One's continued investment in experienced leadership to execute its strategy, strengthen the customer experience and support future growth.
"Cable One's success has always been rooted in our people and our commitment to customers,” said Jim Holanda, Cable One Chief Executive Officer. “I'm excited to welcome Heather to the team. Her extensive experience will help us continue building a stronger company for our customers, associates and shareholders."
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “trend,” “will,” “would” or the negative version of these words or other comparable words. Any statements regarding the expected commencement date of the Chief Operating Officer and any other statements that are not historical facts are forward-looking statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 and the Company’s other filings with the Securities and Exchange Commission, and uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed or implied in any forward-looking statement. Each forward-looking statement contained herein speaks only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
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About Cable One
Cable One, Inc. (NYSE: CABO) is a leading broadband communications provider delivering exceptional service and enabling approximately 1 million residential and business customers across 24 states to thrive and stay connected to what matters most. Through Sparklight®, the brand our customers know and trust, we’re not just shaping the future of connectivity – we’re transforming it with a commitment to innovation, reliability and customer experience at our core.
Our robust infrastructure and cutting-edge technology don’t just keep our customers connected; they help drive progress in education, business and everyday life. We’re dedicated to bridging the digital divide, empowering our communities and fostering a more connected world. When our customers choose Cable One, they are choosing a team that is always working for them – one that believes in the relentless pursuit of reliability, because being a trusted neighbor isn’t just what we do – it’s who we are.
CONTACTS:
Trish Niemann
Vice President, Communications Strategy
patricia.niemann@cableone.biz
Todd Koetje
CFO
investor_relations@cableone.biz