🧾 What This Document Is

This is a Proxy Statement (DEF 14A) for Cable One, Inc. Think of it as the official "meeting agenda and voter guide" sent to shareholders ahead of the company's annual meeting. It explains what will be voted on, provides background information, and recommends how to vote. The meeting is virtual and will be held on May 14, 2026.

👉 Why it matters: If you own Cable One stock, this document tells you what decisions need to be made and gives you the information to vote. Your vote directly influences the company's leadership and direction.

🏢 What The Company Does

In simple terms... Cable One (ticker: CABO) is a major regional broadband and communications company. They provide high-speed internet (under the brand Sparklight), TV, and phone services to homes and businesses, primarily in smaller cities and towns across the United States. They are in a fierce competitive battle with other internet providers and are heavily investing in upgrading their networks with fiber-optic technology.

💰 Financial Snapshot (2025 Results)

The company had a tough financial year in 2025. Here are the key numbers:

Net Loss: $356.5 million. This was largely driven by massive non-cash charges ($586 million) for writing down the value of past acquisitions (goodwill and intangible assets). In 2024, they had net income of $14.5 million.
Revenue: $1.50 billion, down from $1.58 billion in 2024.
Adjusted EBITDA: $801.7 million (down from $854 million). This is a key cash flow metric the company highlights.
Cash from Operations: $563.3 million, down from $664.1 million in 2024.

👉 Why it matters: The large net loss is a red flag, but it's mostly due to accounting write-downs, not daily operations. The decline in revenue and cash flow shows the business is under pressure, likely from competition and customer losses.

🚀 Major Moves & Strategy

Cable One is actively reshaping its business. Here are the big actions from 2025 and early 2026:

Big Acquisition Coming: On January 5, 2026, they announced a deal to acquire Mega Broadband Investments Holdings LLC (MBI). This is a significant move to grow by buying another company. They expect it to close on October 1, 2026.
Selling Investments: They divested their stakes in companies like Ziply Fiber and MetroNet. They also made a deal to swap their Clearwave Fiber stake for ownership in Point Broadband, which is expected to close in Q2 2026.
Paying Down Debt: They paid off $403.4 million in debt during 2025, strengthening their balance sheet.
Network Upgrades: They are aggressively investing to compete:
- Rolling out multi-gigabit internet to 53% of their markets.
- Deploying DOCSIS 4.0 technology to increase network capacity.
- Building more 10 Gigabit fiber lines.

👉 Why it matters: The company is in a transition phase. It's using cash to pay down debt and make strategic acquisitions (like MBI) while selling off non-core investments. The heavy spending on network upgrades is crucial to stay competitive against rivals like fiber and 5G home internet.

👥 Board of Directors & Governance

Shareholders will vote to elect eight directors to the board. The board oversees management and makes key strategic decisions.

Nominees: The slate includes the new CEO, James A. Holanda (who started Feb. 2026), and seven independent directors like board chair Mary E. Meduski and finance expert Deborah J. Kissire.
Diversity: The board notes that 50% of its members are women, who also hold all the key committee chair roles (Audit, Compensation, Nominating).
Governance Highlights: The company promotes strong governance practices: annual director elections, majority voting, no "poison pill" takeover defense, and proxy access for shareholders.

👉 Why it matters: The board provides strategic direction and holds management accountable. The election of directors, especially the new CEO, is fundamental to setting the company's future path.

📋 The 4 Proposals You're Voting On

Here’s what’s on the ballot and the board's recommendation:

** elect 8 directors** (Board recommends FOR all).
Ratify (approve) the accounting firm PricewaterhouseCoopers LLP (PwC) for 2026. (Board recommends FOR).
Advisory vote on executive compensation ("Say-on-Pay"). (Board recommends FOR).
Approve the new 2026 Omnibus Incentive Compensation Plan. This plan authorizes granting stock awards to employees. (Board recommends FOR).

👉 Why it matters: Your votes determine who leads the company, who audits its books, whether you approve of how top executives are paid, and whether the company can continue using stock-based compensation to attract talent.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Strong Cash Flow: Despite challenges, the company generates significant cash from operations.
- Active Strategy: Management is taking decisive action with the MBI acquisition, asset sales, and debt paydowns.
- Network Investment: Heavy spending on fiber and upgrades is essential for long-term competitiveness.
- Strong Governance: The board composition and governance policies are aligned with modern best practices.
⚠️ Risks:
- Financial Pressure: Declining revenue and a large net loss are concerning.
- Execution Risk: Integrating the large MBI acquisition successfully is a major challenge.
- Competitive & Regulatory: The broadband market is intensely competitive, and the company faces regulatory oversight.
- Customer Trends: The business performance suggests potential losses of customers to competitors.

🧠 The Analogy

Reading this proxy statement is like reviewing the playbook and roster before the big game. The company (the team) had a losing season last year (the net loss), but the coach (the CEO) has been changed, and a major new player has been acquired (the MBI deal). The owners (shareholders) now get to vote on the team's captains (the board) and approve the game plan and bonus structure (the proposals) for the upcoming season.

🧩 Final Takeaway

Cable One is a company in transition, facing financial headwoves but taking bold strategic steps. The key for shareholders is to approve new leadership and a major acquisition while scrutinizing the plans to return the company to profitable growth in a fiercely competitive broadband market.

CABO Shareholders to Vote on Mega Broadband Acquisition