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(Mark One)

Commission File Number: 001-36863

___________________

___________________

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

References herein to “Cable One,” “us,” “our,” “we” or the “Company” refer to Cable One, Inc., together with its wholly owned subsidiaries.

This document contains “forward-looking statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business, strategy, technologies, acquisitions and strategic investments, market expansion plans, dividend policy, capital allocation, financing strategy, the purchase price payable pursuant to the Put Option (as defined and described in note 5) associated with the remaining equity interests in Mega Broadband Investments Holdings LLC (“MBI”) which was exercised on January 2, 2026 (such purchase price, the “Put Price”) and the anticipated timeline to consummate such transaction, our ability and sources of capital to fund the Put Price, MBI’s future indebtedness and our financial results and financial condition. Forward-looking statements often include words such as “will,” “should,” “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Important factors that could cause our actual results to differ materially from those in our forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors, which are discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “2025 Form 10-K”) and in this Quarterly Report on Form 10-Q:

•rising levels of competition from historical and new entrants in our markets;

•recent and future changes in technology, and our ability to develop, deploy and operate new technologies, service offerings and customer service platforms;

•risks associated with our use of artificial intelligence;

•our ability to grow our residential data and business data revenues and customer base;

•increases in programming costs and retransmission fees;

•our ability to obtain hardware, software and operational support from vendors, including the potential impacts of changes in trade policy and tariffs;

•risks relating to existing or future acquisitions and strategic investments by us, including risks associated with the exercise of the Put Option associated with the remaining equity interests in MBI and the acquisition and integration of MBI;

•the integrity and security of our network and information systems;

•the impact of possible security breaches and other disruptions, including cyber-attacks;

•our failure to obtain necessary intellectual and proprietary rights to operate our business and the risk of intellectual property claims and litigation against us;

•our ability to maintain effective internal control over financial reporting and disclosure controls and procedures;

•impairments of intangible assets and goodwill;

•legislative or regulatory efforts to impose new requirements on our data services;

•additional regulation of our video and voice services or changes to government subsidy programs;

•our ability to renew cable system franchises;

•increases in pole attachment costs;

•changes in local governmental franchising authority and broadcast carriage regulations;

•the potential adverse effect of our level of indebtedness on our business, financial condition or results of operations and cash flows;

•the restrictions the terms of our indebtedness place on our business and corporate actions;

•the possibility that interest rates will rise, causing our obligations to service our variable rate indebtedness to increase significantly;

•risks associated with our convertible indebtedness;

•our ability to pay dividends;

•our reduced stock price;

•provisions in our charter, by-laws and Delaware law that could discourage takeovers and limit the judicial forum for certain disputes;

•adverse economic conditions, labor shortages, supply chain disruptions, changes in rates of inflation and the level of move activity in the housing sector;

•pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, 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;

•lower demand for our residential data and business data products;

•fluctuations in our stock price;

•dilution from equity awards, convertible indebtedness and potential future convertible debt and stock issuances;

•damage to our reputation or brand image;

•our ability to retain key employees (whom we refer to as associates);

•our ability to successfully transition to our new Chief Executive Officer (“CEO”);

•our ability to incur future indebtedness;

•provisions in our charter that could limit the liabilities for directors; and

•the other risks and uncertainties detailed from time to time in our filings with the SEC, including but not limited to those described under “Risk Factors” in our 2025 Form 10-K, this Quarterly Report on Form 10-Q and in our subsequent filings with the SEC.

Any forward-looking statements made by us in this document speak only as of the date on which they are made. We are under no obligation, and expressly disclaim any obligation, except as required by law, to update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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

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

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

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

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

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

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

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

Based on the way the Company’s CODM, who is the Company’s CEO, reviews and assesses the Company’s operations for purposes of performance monitoring and resource allocation, the Company determined that its operations, including the decisions to allocate resources and deploy capital, are organized and managed on a consolidated basis. Accordingly, management has identified one operating segment, which is its reportable segment, under this organizational and reporting structure.

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

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

(1)Includes other operating costs (such as marketing, software and maintenance expenses), depreciation and amortization, net gain (loss) on asset sales and disposals, net interest expense, net other income (expense), income tax provision, net equity method investment income (loss) and certain other non-cash, non-core and/or non-recurring costs. Amounts for the three months ended March 31, 2026 and 2025 include interest expense of $34.2 million and $38.4 million, respectively, and interest and investment income of $3.9 million and $4.0 million, respectively.

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

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

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

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

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

Current deferred revenue liabilities consist of refundable customer prepayments, up-front charges and installation fees. Of the $22.7 million of current deferred revenue at December 31, 2025, $18.8 million was recognized during the three months ended March 31, 2026. Of the $27.9 million of current deferred revenue at December 31, 2024, $22.7 million was recognized during the three months ended March 31, 2025. Noncurrent deferred revenue liabilities consist of up-front charges and installation fees from business customers. A significant portion of the Company's revenues are derived from customers with month-to-month subscriptions who may cancel at any time without penalty. As such, the amount of deferred revenue is not necessarily indicative of the future revenue to be recognized from the Company's existing customers.

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

(1)Balances include $3.3 million of receivables from the federal government under the Secure and Trusted Communications Networks Reimbursement Program as of both March 31, 2026 and December 31, 2025. The balance as of December 31, 2025 also includes $1.6 million due from Clearwave Fiber LLC, a joint venture transaction in which the Company contributed certain fiber operations and certain unaffiliated third-party investors contributed cash to a newly formed entity (“Clearwave Fiber”), for services provided under a transition services agreement.

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

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

(1)Balance as of March 31, 2026 represents the intrinsic value of the Company's exercised Put Option associated with the remaining equity interests in MBI pending settlement. Balance as of December 31, 2025 represents the net value of the Company's Call Option and Put Option associated with the remaining equity interests of MBI, consisting of assets of $31.8 million and $0, respectively. Refer to notes 5 and 10 for definitions of all capitalized terms and further information on these instruments.

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

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

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

From November 2020 to June 30, 2024, the Company held a call option to purchase all but not less than all of the remaining equity interests in MBI, a data, video and voice services provider in which the Company acquired an approximately 45% equity interest in November 2020, that the Company did not already own between January 1, 2023 and June 30, 2024. The call option expired unexercised on June 30, 2024. Further, certain investors in MBI held a put option to sell (and to cause all members of MBI other than the Company to sell) to the Company all but not less than all of the remaining equity interests in MBI that the Company did not already own between July 1, 2025 and September 30, 2025.

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

In January 2026, certain other investors in MBI exercised the Put Option and the Company entered into a purchase agreement, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire the remaining approximately 55% equity interests in MBI that it does not already own. The closing of the acquisition will occur no earlier than October 1, 2026 unless the Company at its option elects to cause the closing to occur prior to such date and is subject to regulatory approvals and customary closing conditions. The Company currently anticipates that the acquisition will be completed on October 1, 2026. The Company intends to finance the Put Price with a combination of cash resources and indebtedness, which may include borrowings under the Revolving Credit Facility or new debt instruments.

In December 2025, the Company entered into an agreement to contribute to Point Broadband Holdings, LLC, a fiber internet service provider (“Point”), the equity interests of Clearwave Fiber owned by the Company in exchange for additional equity interests in Point. This transaction is subject to customary closing conditions and is expected to close during the second quarter of 2026. In August 2025, the Company divested its equity investment in Northwest Fiber Holdco., LLC, a fiber internet service provider, for $109.9 million and recognized a $59.9 million gain. In July 2025, the Company divested its equity investments in MetroNet Systems, LLC, a fiber internet service provider, for $14.1 million and recognized a $7.1 million gain. In March 2025, the Company divested an equity investment for $11.1 million and recognized a $3.6 million gain.

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

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

(2)The Company does not have a controlling financial interest and does not consolidate Clearwave Fiber for financial reporting purposes but accounts for its interest under the equity method of accounting as the entity’s governance arrangements require certain of the designees of the other unit holders to consent to all significant operating and financial decisions.

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

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

The carrying value of the Company’s equity investments without readily determinable fair values are determined based on the fair value as of their respective acquisition dates and adjusted if and when relevant market transactions indicate fair value has changed. The Company recorded $14.7 million of non-cash impairment charges to the carrying value of its MBI investment during 2025 based on MBI's financial performance and updated forecast information at the time. Since their original acquisitions, the Company has recorded cumulative upward adjustments to the carrying values of its Point and Nextlink investments of $12.3 million and $6.9 million, respectively, and a $126.4 million cumulative impairment of its MBI investment.

The carrying value of MBI exceeded the Company’s underlying equity in MBI’s net assets by $343.8 million at both March 31, 2026 and December 31, 2025.

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

(1)The amount for the three months ended March 31, 2025 includes $28.0 million related to non-cash impairment charges recorded by Clearwave Fiber.

(2)The Company identified a $186.6 million difference between the fair values of certain of MBI’s finite-lived intangible assets and the respective carrying values recorded by MBI, of which $84.0 million was attributable to the Company’s ~45% pro rata portion. The Company is amortizing its share on an accelerated basis over the lives of the respective assets. For the three months ended March 31, 2026, the Company recognized $0.2 million of its proportionate share of MBI’s net income and $1.7 million of its proportionate share of basis difference amortization. For the three months ended March 31, 2025, the Company recognized $1.5 million of its proportionate share of MBI's net loss and $2.1 million of its proportionate share of basis difference amortization.

(3)The amount for the three months ended March 31, 2026 represents the change in fair value of the Put Option pending settlement. The amount for the three months ended March 31, 2025 represents the change in fair value of the MBI Net Option. Such instruments are measured at fair value on a quarterly basis (refer to note 10 for further information).

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

Depreciation and amortization expense for property, plant and equipment was $68.6 million and $69.9 million for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, the Company sold certain fiber-to-the-tower contract rights for cash proceeds of $42.0 million. In connection with the transaction, the Company derecognized $13.3 million of customer relationship intangible assets and recognized an associated $26.6 million gain within other income in the condensed consolidated statement of operations and comprehensive income (loss).

The carrying amount of goodwill was $840.8 million at both March 31, 2026 and December 31, 2025. In 2025, the Company recognized an $88.8 million impairment of goodwill. No goodwill impairments were recognized during the three months ended March 31, 2026 or 2025.

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

												March 31, 2026																		December 31, 2025
						Useful Life Range (in years)						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Finite-Lived Intangible Assets
Customer relationships						13.5 - 17						$	760,190					$	421,366					$	338,824					$	785,203					$	419,231					$	365,972
Trademarks and trade names(1)						2						43						41						2						8,389						8,385						4
Wireless licenses						10						4,794						1,531						3,263						4,794						1,411						3,383
Total finite-lived intangible assets												$	765,027					$	422,938					$	342,089					$	798,386					$	429,027					$	369,359
Indefinite-Lived Intangible Assets
Franchise agreements																								$	1,605,000																	$	1,605,000
Total intangible assets, net																								$	1,947,089																	$	1,974,359

(1)Balances related to fully amortized trademarks and trade names were removed from both the gross carrying amount and accumulated amortization as of March 31, 2026.

Intangible asset amortization expense was $13.9 million and $15.6 million for the three months ended March 31, 2026 and 2025, respectively. In 2025, the Company recognized a $497.2 million impairment of its franchise agreements. No intangible asset impairments were recognized during the three months ended March 31, 2026 or 2025.

The future amortization of existing finite-lived intangible assets as of March 31, 2026 was as follows (in thousands):

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

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

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

Senior Credit Facilities. The fourth amended and restated credit agreement among the Company and its lenders, dated as of February 22, 2023 (as amended and restated, the “Credit Agreement”), provides for senior secured term loans in original aggregate principal amounts of (i) $250.0 million maturing in 2029 (subject to adjustment as described in the footnotes to the table below summarizing the Company's outstanding term loans as of March 31, 2026) (the “Term Loan B-2”), (ii) $775.0 million maturing in 2029 (subject to adjustment as described in the footnotes to the table below summarizing the Company's outstanding term loans as of March 31, 2026) (the “Term Loan B-3”) and (iii) $800.0 million maturing in 2028 (the “Term Loan B-4”), as well as a $1.25 billion revolving credit facility maturing in 2028 (the “Revolving Credit Facility” and, together with the Term Loan B-2, the Term Loan B-3 and the Term Loan B-4, the “Senior Credit Facilities”). The Revolving Credit Facility also gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. The Company is required to pay commitment fees on any unused portion of the Revolving Credit Facility at a rate between 0.20% per annum and 0.30% per annum, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement).

Under the Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at the Company’s option, equal to either the Secured Overnight Financing Rate (“SOFR”) or a base rate, plus an applicable margin equal to, (i) with respect to the Revolving Credit Facility, 1.25% to 1.75% plus a 10 basis point credit spread adjustment for SOFR loans and 0.25% to 0.75% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio, (ii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.25% plus a 10 basis point credit spread adjustment for SOFR loans and 1.25% for base rate loans and (iii) with respect to the Term Loan B-4, 2.0% plus an approximately 11.4 to 42.8 basis point credit spread adjustment based on the interest period elected for SOFR loans and 1.0% for base rate loans.

During the three months ended March 31, 2026, the Company borrowed $575.0 million under the Revolving Credit Facility to fund the repayment in full of the 2026 Notes (as defined below) on the final maturity date thereof and subsequently repaid $25.0 million of such borrowings. Also during the three months ended March 31, 2026, the Company paid $26.2 million to retire $27.4 million of the outstanding principal of the Term Loan B-4, recognizing $1.1 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss).

As of March 31, 2026, the Company had $550.0 million of borrowings outstanding under the Revolving Credit Facility that bore interest at 5.5% per annum, and had $700.0 million of available borrowing capacity under the Revolving Credit Facility. No letters of credit were issued under the Revolving Credit Facility as of March 31, 2026. A summary of the Company’s outstanding term loans as of March 31, 2026 is as follows (dollars in thousands):

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

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

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

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

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

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

During the three months ended March 31, 2026, the Company repurchased $33.7 million aggregate principal amount of outstanding Senior Notes for $24.7 million, recognizing $8.7 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss).

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

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

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

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

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

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

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

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

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

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

Other. Interest expense, net was $30.3 million and $34.5 million for the three months ended March 31, 2026 and March 31, 2025, respectively, which included $1.7 million and $1.6 million of interest income and $2.3 million and $2.3 million of lender patronage income, respectively.

The Company recorded debt issuance cost amortization of $2.1 million and $1.3 million for the three months ended March 31, 2026 and 2025, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).

The future maturities of outstanding borrowings as of March 31, 2026 are as follows (in thousands):

The Company has entered into a separate letter of credit agreement which provides for an additional $75.0 million letter of credit issuing capacity. As of March 31, 2026, $9.8 million of letters 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.

The Company was in compliance with all debt covenants as of March 31, 2026.

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

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

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

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

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

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

Financial Assets and Liabilities. The Company has estimated the fair values of its financial instruments as of March 31, 2026 using available market information or other appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the following fair value estimates are not necessarily indicative of the amounts the Company would realize in an actual market exchange.

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

(1)The $575.0 million aggregate principal amount of 2026 Notes matured in March 2026. Therefore, the balances shown as of March 31, 2026 only reflect the 2028 Notes.

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

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

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

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

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

Nonfinancial Assets and Liabilities. The Company’s nonfinancial assets, such as property, plant and equipment, intangible assets and goodwill, are not measured at fair value on a recurring basis. Assets acquired, including identifiable intangible assets and goodwill, and liabilities assumed in acquisitions are recorded at fair value on the respective acquisition dates, subject to potential future measurement period adjustments. Nonfinancial assets are subject to fair value adjustments when there is evidence that impairment may exist. No impairments were recorded during the three months ended March 31, 2026 or 2025.

11.    STOCKHOLDERS’ EQUITY

Treasury Stock. Treasury stock is recorded at cost and is presented as a reduction of stockholders’ equity in the condensed consolidated financial statements. Treasury shares of 503,217 held at March 31, 2026 include shares repurchased under the Company’s share repurchase programs and shares withheld for withholding tax, as described below.

Share Repurchase Program. On May 20, 2022, the Company's board of directors (the "Board") authorized up to $450.0 million of share repurchases (with no cap as to the number of shares of common stock) (the "Share Repurchase Program"). The Company had $143.1 million of remaining share repurchase authorization under the Share Repurchase Program as of March 31, 2026. Additional purchases under the Share Repurchase Program may be made from time to time on the open market and in privately negotiated transactions, and the Company may opportunistically and prudently consider buying back shares under its remaining share repurchase authorization. The size and timing of any additional purchases are based on a number of factors, including share price, trading levels and business and market conditions. Since the Company first became publicly traded in 2015 through March 31, 2026, the Company has repurchased 646,244 shares of its common stock at an aggregate cost of $556.9 million. The Company did not repurchase any of its common stock during the three months ended March 31, 2026 or 2025.

Tax Withholding for Equity Awards. At the employee’s option, shares of common stock are withheld by the Company upon the vesting of restricted stock awards, restricted stock units ("RSUs"), dividend equivalent units (together with restricted stock awards and RSUs, "Restricted Stock") and the exercise of stock appreciation rights (“SARs”) to cover the applicable statutory minimum amount of employee withholding taxes, which the Company then pays to the taxing authorities in cash. The amounts remitted during the three months ended March 31, 2026 and 2025 were $1.0 million and $2.3 million, for which the Company withheld 129 and 1,521 shares of common stock, respectively.

12.    EQUITY-BASED COMPENSATION

The Company's stockholders approved the Cable One, Inc. 2022 Omnibus Incentive Compensation Plan (the “2022 Plan”) at the annual meeting of stockholders held on May 20, 2022. The 2022 Plan provides for grants of incentive stock options, non-qualified stock options, Restricted Stock, SARs, cash-based awards, performance-based awards and other stock-based awards, including deferred stock units, and superseded and replaced the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan. Directors, officers, employees and consultants of the Company are eligible for grants under the 2022 Plan as part of the Company’s long-term incentive compensation programs. At March 31, 2026, 176,931 shares were available for issuance under the 2022 Plan.

In 2026, the Company granted cash-settled performance and service-based phantom RSUs to certain executives in lieu of typical share-settled RSUs. Such awards, considered liability-classified awards, are remeasured at fair value using Monte-Carlo simulations at each reporting date during the vesting period. During the three months ended March 31, 2026, the Company recognized $1.3 million of stock-based compensation expense within selling, general and administrative expenses in the condensed consolidated statement of operations and comprehensive income (loss), associated with these awards. As of March 31, 2026, the Company had recognized $0.2 million and $1.1 million of short-term and long-term liabilities within accounts payable and accrued liabilities and other noncurrent liabilities, respectively, in the condensed consolidated balance sheet, associated with these awards. The actual cash payments to be made upon settlement of these awards will be dependent on the Company's applicable stock price at that time, subject to the terms of each award agreement.

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

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

The Company recognized excess tax shortfalls of $2.9 million and $1.5 million for the three months ended March 31, 2026 and 2025, respectively. The deferred tax asset related to all outstanding equity-based awards was $5.7 million and $8.1 million as of March 31, 2026 and December 31, 2025, respectively.

Restricted Stock. A summary of Restricted Stock activity during the three months ended March 31, 2026 is as follows:

						Restricted Stock						Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2025						247,022						$	505.85
Granted(1)						314,560						$	105.13
Forfeited						(20,885)						$	578.67
Vested and issued						(47,255)						$	626.15
Outstanding as of March 31, 2026						493,442						$	235.80
Vested and deferred as of March 31, 2026						10,845						$	688.55

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

At March 31, 2026, there was $45.0 million of unrecognized compensation expense related to Restricted Stock, which is expected to be recognized over a weighted average period of 1.8 years.

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

Stock Appreciation Rights. A summary of SARs activity during the three months ended March 31, 2026 is as follows:

At March 31, 2026, there was no unrecognized compensation expense related to SARs.

13.    INCOME TAXES

The Company’s effective tax rate was 24.5% and 0.3% for the three months ended March 31, 2026 and 2025, respectively. The increase in the effective tax rate was due primarily to an increase in pre-tax income and lower equity method investment net losses.