CommScope Files 8-K: Equity Sales, Officer Changes

TL;DR

CommScope 8-K: Equity sales, exec departures/appointments, and financial updates filed 9/24.

AI Summary

CommScope Holding Company, Inc. filed an 8-K on September 24, 2025, reporting on unregistered sales of equity securities, departure/election of officers, and financial statements. The filing details changes in executive roles and includes information on compensatory arrangements for certain officers.

Why It Matters

This filing provides insight into potential equity transactions and significant changes in the company's leadership, which could impact investor confidence and future strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in officer positions, which can introduce uncertainty.

Key Players & Entities

• CommScope Holding Company, Inc. (company) — Registrant
• September 24, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 27-4332098 (tax_id) — IRS Employer Identification No.
• 3642 E. US Highway 70 (address) — Principal executive offices
• Claremont, North Carolina 28610 (address) — Principal executive offices
• (828) 459-5000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share COMM The NASDAQ Stock Mar
• $1.0 b — "), for an aggregate purchase price of $1.0 billion, or $1,000 per share, pursuant to
• $1,000 — gate purchase price of $1.0 billion, or $1,000 per share, pursuant to an Investment Ag
• $12.50 — Preferred Stock in the aggregate, plus $12.50 in cash in the aggregate in lieu of fra
• $18.60 — f 2019, have an exercise price equal to $18.60 per share, and are fully vested. No oth

Filing Documents

• comm-20250924.htm (8-K) — 48KB
• comm-ex10_1.htm (EX-10.1) — 10KB
• 0001193125-25-218510.txt ( ) — 169KB
• comm-20250924.xsd (EX-101.SCH) — 30KB
• comm-20250924_htm.xml (XML) — 5KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. As previously disclosed, on April 4, 2019, CommScope Holding Company, Inc. (the " Company ") issued and sold 1,000,000 shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the " Series A Preferred Stock "), for an aggregate purchase price of $1.0 billion, or $1,000 per share, pursuant to an Investment Agreement by and between the Company and Carlyle Partners VII S1 Holdings, L.P. (" Carlyle "), dated as of November 8, 2018. Also, as previously disclosed, through June 30, 2025, the Company has paid dividends in kind in the aggregate amount of 261,310 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock. The material terms of the Series A Preferred Stock are described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2019, which description is incorporated by reference herein. On September 25, 2025, the Board of Directors of the Company declared a dividend (the " Dividend ") on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind in the form of 17,343 shares of Series A Preferred Stock in the aggregate, plus $12.50 in cash in the aggregate in lieu of fractional shares. The Company expects to pay the Dividend on September 30, 2025. The Dividend is exempt from registration under the Securities Act of 1933, as amended (the " Securities Act "), pursuant to Section 4(a)(2) of the Securities Act. Carlyle represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing the shares of Series A Preferred Stock and/or shares of the Company's common stock, par va

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number : Description 10.1 Notice of option amendment, dated September 24, 2025, from CommScope Holding Company, Inc. to Koen ter Linde. 104 Cover page interactive data file (embedded within the inline XBRL document) SIGNATURE 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. CommScope Holding Company, Inc. Date: September 26, 2025 By: /s/ Kyle D. Lorentzen Name: Kyle D. Lorentzen Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR