{"url_path":"/sec/cabo/8-k/2026-07-09/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 ****Regulation FD Disclosure**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1632127/0000950157-26-000791-index.html","accession_number":"0000950157-26-000791","cik":"0001632127","ticker":"CABO","issuer_name":"Cable One, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1632127/0000950157-26-000791-index.html","primary_entity_key":"0001632127","primary_entity_name":"Cable One, Inc."},"word_count":2239,"has_tables":true,"body_markdown":"**Item 7.01****Regulation FD Disclosure**\n\n \n\nIn connection with certain contemplated financing transactions, Cable\nOne, Inc. (the “Company” or “Cable One”) is disclosing the preliminary estimated financial and operating results\nand related information for the quarter ended June 30, 2026 set forth below as well as an update regarding the Company’s previously\nannounced offer (the “MBI Term Loan Exchange Offer”) to lenders of the senior secured term loans of Mega Broadband Investments\nHoldings LLC (“MBI”).\n\n \n\n**Preliminary Estimated Financial Results for the Quarter Ended\nJune 30, 2026**\n\n \n●\nThe Company expects revenues to be in the range of $346.0 million to $352.0 million.\n\n \n●\nThe Company expects capital expenditures to be in the range of $72.0 million to $76.0 million.\n\n \n●\nThe Company expects Adjusted EBITDA(1) to be lower compared to the first quarter of 2026 by an amount that is generally consistent with the quarterly change in its Adjusted EBITDA for the first quarter of 2026 as compared to the fourth quarter of 2025.\n\n \n\n(1)\nAdjusted EBITDA is defined in the section below entitled “*Use of Non-GAAP Financial Measures.*”\n\n \n \n\n**Residential Data Subscriber Information for the Quarter Ended\nJune 30, 2026**\n\n \n●\nThe Company expects net residential data subscriber losses to range from approximately 16,000 to 18,000 subscribers.\n\n \n●\nThe Company expects average monthly revenue per unit for residential data to be in the range of $80.00 to $81.00.\n\n \n \n \n\n**Balance Sheet Information as of June 30, 2026**\n\n \n●\nCash and cash equivalents totaled approximately $166.2 million.\n\n \n●\nSecured term loan and revolver borrowings totaled approximately $2,207.8 million.\n\n \n●\nUnsecured bonds due 2028 and 2030 totaled approximately $847.6 million.\n\n \n●\nGross debt totaled approximately $3,058.4 million.\n\n \n●\nTotal gross debt less cash and cash equivalents totaled approximately $2,892.2\nmillion.\n\n \n\nUpdate on MBI Term Loan Exchange Offer\n\n** **\n\nThe Company is currently considering exercising its right not to\nconsummate the MBI Term Loan Exchange Offer and instead, upon the consummation of the previously announced acquisition of the\nremaining equity interests in MBI, leaving the senior secured term loans of MBI in place without providing any new credit support\nfrom the Company, its existing subsidiaries or their respective assets.\n\n  \n\nThe information contained in Items 2.02 and 7.01 of this Current Report\non Form 8-K is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of\n1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall\nnot be deemed to be incorporated by reference into any of Cable One, Inc.’s (the “Company”) filings under the Securities\nAct of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.\n\n \n\nNote Regarding Preliminary Estimated Results\n\n \n\nThe Company’s preliminary estimates of the consolidated\ndata included in this Current Report on Form 8-K are based solely on information available to it as of the date hereof and are\ninherently uncertain and subject to change. The Company has provided ranges for certain of the preliminary estimated results\nincluded in this Current Report on Form 8-K because its closing procedures for the second quarter of 2026 are not yet complete. The\nCompany’s preliminary estimates contained in this Current Report on Form 8-K are forward-looking statements. The\nCompany’s actual results remain subject to the completion of management’s final review and the Company’s other\nclosing procedures. Accordingly, you should not place undue reliance on the preliminary estimated data, which may differ materially\nfrom the actual results for the second quarter.\n\n \n\n \n\n \n\n \n\nThese preliminary estimates are not a comprehensive statement of the\nCompany’s consolidated results for the second quarter of 2026 and should not be viewed as a substitute for full financial statements\nprepared in accordance with generally accepted accounting principles in the United States (“GAAP”). In addition, these preliminary\nestimates for the second quarter of 2026 are not necessarily indicative of the results to be achieved in any future period. The Company’s\nactual results for the second quarter of 2026 may differ from these preliminary estimates due to the completion of its financial closing\nprocedures, final adjustments and other developments that may arise between the date hereof and the time that financial information and\noperating metrics for the second quarter of 2026 is finalized.\n\n \n\nThe preliminary estimated data included in this Current Report on Form\n8-K have been prepared by, and are the responsibility of, the Company’s management. The Company’s independent registered public\naccounting firm has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to this preliminary estimated\nfinancial data, nor has it expressed any opinion or any other form of assurance with respect thereto.\n\n \n\nUse of Non-GAAP Financial Measures\n\n \n\nThe Company uses Adjusted EBITDA, a measure that is not defined by\nGAAP, to evaluate various aspects of its business. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition\nto, not as superior to, or as a substitute for, net income reported in accordance with GAAP. A quantitative reconciliation of Adjusted\nEBITDA to net income is not included herein because the quantification of certain items included in the calculation of net income cannot\nbe calculated or predicted at this time without unreasonable efforts. The Company is not able to address the probable significance of\nthe unavailable reconciling items, which could have a potentially unpredictable, and potentially significant, impact on its GAAP financial\nresults.\n\n \n\n“Adjusted EBITDA” is defined as net income plus net interest\nexpense, income tax provision, depreciation and amortization, equity-based compensation, severance and contract termination costs, acquisition-related\ncosts, net (gain) loss on asset sales and disposals, system conversion costs, net equity method investment (income) loss, executive search\nand transition costs, integration costs related to Mega Broadband Investments Holdings LLC (“MBI”), net other (income) expense\nand any special items, as applicable. Executive search and transition costs consist of expenses incurred in connection with changes in\nexecutive leadership, including make-whole payment, severance and other separation benefits, and costs related to executive search and\nonboarding. MBI integration costs consist of expenses for planning and implementing system conversion, rebranding, employee-related costs\n(including severance and retention) and other professional fees incurred in connection with the integration of MBI. These costs are associated\nwith discrete events and are incremental to normal, recurring, operating expenses and as such, are excluded from Adjusted EBITDA. Adjusted\nEBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of the\nCompany’s business as well as other non-cash or special items and is unaffected by the Company’s capital structure or investment\nactivities. This measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets\nused in generating revenues and the Company’s cash cost of debt financing. These costs are evaluated through other financial measures.\n\n \n\nThe Company uses Adjusted EBITDA to assess its performance. In addition,\nAdjusted EBITDA generally correlates to the measure used in the leverage ratio calculations under the Company’s credit agreement\nand the indenture governing the Company’s senior notes to determine compliance with the covenants contained in the Company’s\ncredit agreement and the ability to take certain actions under the indenture governing the Company’s senior notes. Adjusted EBITDA\nis also a significant performance measure that the Company has used in its incentive compensation programs. Adjusted EBITDA does not take\ninto account cash used for mandatory debt service requirements or other non-discretionary expenditures, and thus does not represent residual\nfunds available for discretionary uses.\n\n \n\nThe Company believes that Adjusted EBITDA is useful to investors in\nevaluating the operating performance of the Company. Adjusted EBITDA and similar measures with similar titles are common measures used\nby investors, analysts and peers to compare performance in the Company’s industry, although the Company’s measure of Adjusted\nEBITDA may not be directly comparable to similarly titled measures reported by other companies.\n\n \n\n \n\n \n\n \n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\n \n\nThis current report may contain “forward-looking statements”\nthat involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or\ncurrent facts, but rather are based on current expectations, estimates, assumptions and projections about the Company’s industry,\nbusiness, strategy, technologies, acquisitions and strategic investments, market expansion plans, dividend policy, capital allocation,\nfinancing strategy, the put option associated with the remaining equity interests in MBI, which was exercised on January 2, 2026 (the\n“Put Option”), the purchase price payable pursuant to the Put Option (such purchase price, the “Put Price”), the\nanticipated timeline to consummate such transaction, the Company’s ability and sources of capital to fund the Put Price, MBI’s\nfuture indebtedness and the Company’s financial results and financial condition. Forward-looking statements often include words\nsuch as “will,” “should,” “anticipates,” “estimates,” “expects,” “projects,”\n“intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions\nof future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible\nto uncertainty and changes in circumstances. The Company’s actual results may vary materially from those expressed or implied in\nits forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by the Company\nor on its behalf. Important factors that could cause the Company’s actual results to differ materially from those in its forward-looking\nstatements include government regulation, economic, strategic, political and social conditions and the following factors, which are discussed\nin the Company’s latest Annual Report on Form 10-K and in its subsequent filings with the Securities and Exchange Commission (the\n“SEC”), including its latest Quarterly Report on Form 10-Q:\n\n \n\n●rising levels of competition from historical and new entrants in the Company’s markets;\n\n \n\n●recent and future changes in technology, and the Company’s ability to develop, deploy and operate new technologies, service\nofferings and customer service platforms;\n\n \n\n●risks associated with the Company’s use of artificial intelligence;\n\n \n\n●the Company’s ability to grow its residential data and business data revenues and customer base;\n\n \n\n●increases in programming costs and retransmission fees;\n\n \n\n●the Company’s ability to obtain hardware, software and operational support from vendors, including the potential impacts of\nchanges in trade policy and tariffs;\n\n \n\n●risks relating to existing or future acquisitions and strategic investments by the Company, including risks associated with the exercise\nof the Put Option associated with the remaining equity interests in MBI and the acquisition and integration of MBI;\n\n \n\n●the integrity and security of the Company’s network and information systems;\n\n \n\n●the impact of possible security breaches and other disruptions, including cyber-attacks;\n\n \n\n●the Company’s failure to obtain necessary intellectual and proprietary rights to operate its business and the risk of intellectual\nproperty claims and litigation against the Company;\n\n \n\n●the Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures;\n\n \n\n●impairments of intangible assets and goodwill;\n\n \n\n●legislative or regulatory efforts to impose new requirements on the Company’s data services;\n\n \n\n \n\n \n\n \n\n●additional regulation of the Company’s video and voice services or changes to government subsidy programs;\n\n \n\n●the Company’s ability to renew cable system franchises;\n\n \n\n●increases in pole attachment costs;\n\n \n\n●changes in local governmental franchising authority and broadcast carriage regulations;\n\n \n\n●the potential adverse effect of the Company’s level of indebtedness on its business, financial condition or results of operations\nand cash flows;\n\n \n\n●the restrictions the terms of the Company’s indebtedness place on its business and corporate actions;\n\n \n\n●the possibility that interest rates will rise, causing the Company’s obligations to service its variable rate indebtedness to\nincrease significantly;\n\n \n\n●risks associated with the Company’s indebtedness, including the Company’s ability to pay dividends on, make distributions\nin respect of, repurchase or redeem, capital stock;\n\n \n\n●provisions in the Company’s charter, by-laws and Delaware law that could discourage takeovers and limit the judicial forum for\ncertain disputes;\n\n \n\n●adverse economic conditions, labor shortages, supply chain disruptions, changes in rates of inflation and the level of move activity\nin the housing sector;\n\n \n\n●pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, have, and may in the future, disrupt the Company’s\nbusiness and operations, which could materially affect the Company’s business, financial condition, results of operations and cash\nflows;\n\n \n\n●lower demand for the Company’s residential data and business data products;\n\n \n\n●fluctuations and/or declines in the Company’s stock price;\n\n \n\n●dilution from equity awards, convertible indebtedness and potential future convertible debt and stock issuances;\n\n \n\n●damage to the Company’s reputation or brand image;\n\n \n\n●the Company’s ability to retain key employees (whom the Company refers to as associates);\n\n \n\n●the Company’s ability to successfully transition to its new Chief Executive Officer;\n\n \n\n●the Company’s ability to incur future indebtedness;\n\n \n\n●provisions in the Company’s charter that could limit the liabilities for directors; and\n\n \n\n●the other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including but not limited\nto those described under “Risk Factors” in its latest Annual Report on Form 10-K, its latest Quarterly Report on Form 10-Q\nand in its subsequent filings with the SEC.\n\n \n\nAny forward-looking statements made by the Company in this current\nreport speak only as of the date on which they are made. The Company is under no obligation, and expressly disclaims any obligation, except\nas required by law, to update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.\n\n \n\n \n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned\nhereunto duly authorized.\n\n \n\n \nCable One, Inc.\n \n\n \n \n \n \n\n \nBy:\n/s/ Christopher J. Arntzen\n \n\n \n \nName:\nChristopher J. Arntzen\n\n \n \nTitle:\nSenior Vice President, General Counsel and Secretary\n\n \n \n \n \n \n\nDate: July 8, 2026"}