WOW Reports Material Agreement, Officer Changes

TL;DR

WOW filed an 8-K detailing a new material agreement, officer/director changes, and financial statements.

AI Summary

On August 11, 2025, WideOpenWest, Inc. (WOW) entered into a material definitive agreement related to a financial obligation. The company also reported the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with updates to compensatory arrangements for these officers. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance changes and potential new financial commitments for WideOpenWest, Inc., which could impact its operational and financial future.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in corporate officers/directors, which can introduce uncertainty and potential strategic shifts.

Key Players & Entities

• WideOpenWest, Inc. (company) — Registrant
• August 11, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-38101 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — nding shares of common stock, par value $0.01 per share, of the Company (the " Common
• $5.20 — lly converted into the right to receive $5.20 in cash, without interest (the " Merger
• $15.8 million — rent a termination fee of approximately $15.8 million. The Merger Agreement also provides tha
• $31.6 million — ent Termination Fee ") of approximately $31.6 million under certain specified circumstances.
• $212,500,000 — cing aggregate revolving commitments to $212,500,000 on the closing date of the Merger. The

Filing Documents

• tm2523141d5_8k.htm (8-K) — 65KB
• tm2523141d5_ex2-1.htm (EX-2.1) — 619KB
• tm2523141d5_ex10-1.htm (EX-10.1) — 135KB
• tm2523141d5_ex10-2.htm (EX-10.2) — 1588KB
• 0001104659-25-077815.txt ( ) — 3090KB
• wow-20250811.xsd (EX-101.SCH) — 3KB
• wow-20250811_lab.xml (EX-101.LAB) — 33KB
• wow-20250811_pre.xml (EX-101.PRE) — 22KB
• tm2523141d5_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger Overview On August 11, 2025, WideOpenWest, Inc., a Delaware corporation (the " Company " or " WOW! "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Bandit Parent, LP, a Delaware limited partnership (" Parent "), and Bandit Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (" Merger Sub "). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the " Merger " or the " Transaction "), with the Company surviving as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of DigitalBridge Partners III, LP and Crestview Partners (" Crestview "). Crestview currently holds approximately 37% of the outstanding shares of common stock, par value $0.01 per share, of the Company (the " Common Stock "). The Board of Directors of the Company (the " Board "), acting on the unanimous recommendation of a special committee of the Board (the " Special Committee ") consisting of independent and disinterested directors of the Company, has approved the Merger Agreement and the transactions contemplated thereby and, Company's stockholders approve the adoption of the Merger Agreement. If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Merger Consideration Pursuant to the Merger Agreement, at the effective time of the Merger (the " Effective Time ") and subject to the terms and conditions of the Merger Agreement, each share of Common Stock (except for shares directly owned by the Company as treasury stock or otherwise, or by Parent or Merger Sub immediately prior to the Effective Time,

03 Creation of a Direct Financial

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under the heading "Second Amendment to Priority Credit Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Merger, on August 11, 2025, the Board approved letter agreements with each of its named executive officers, each of which provides that the named executive officer will be entitled to terminate his or her employment for "Good Reason" on, or within two years following, the Effective Time. If the named executive officer so terminates his or her employment, he or she will receive the severance benefits and equity award treatment to which he or she is entitled upon a termination for "Good Reason" within two years following a change in control (which, for the avoidance of doubt, includes the Merger).

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as of August 11, 2025, by and among Bandit Parent, LP, Bandit Merger Sub, Inc. and WideOpenWest, Inc. 10.1 Support and Rollover Agreement, dated as of August 11, 2025, by and among Bandit Parent, LP, WideOpenWest, Inc., the Rolling Shareholders, and Crestview Partners III GP, L.P., in its capacity as the representative of the Rolling Stockholders. 10.2 Amendment No. 2 to Super-Priority Credit Agreement, dated as of August 11, 2025, by and among WideOpenWest Finance, LLC, the Guarantors party thereto, the Revolving Lenders party thereto, and Wilmington Savings Fund Society, FSB, as Administrative Agent. 104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document * Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. Cautionary Statement Regarding Forward-Looking Certain statements in this Current Report on Form 8-K that are not historical facts contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements related to the Transaction, including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events. Forward-looking statements include all statements that are not historical fact and can be identified by terms such as "may," "intend," "might," "will," "should," "could," "would," "anticipate," "expe

SIGNATURES

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. WIDEOPENWEST, INC Date: August 13, 2025 By: /s/ John Rego John Rego Chief Financial Officer

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View this 8-K filing on SEC EDGAR