WideOpenWest Reports Major Corporate Events on 12/31/25

TL;DR

WOW stock might be delisted or undergoing major asset changes; check the 8-K filed 12/31/25.

AI Summary

WideOpenWest, Inc. filed an 8-K on December 31, 2025, reporting on several material events. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing standards, material modifications to security holder rights, a change in control of the registrant, and changes in directors or officers. The filing also covers amendments to articles of incorporation or bylaws and financial statements.

Why It Matters

This 8-K filing indicates significant structural and operational changes at WideOpenWest, Inc., potentially impacting its stock listing, asset holdings, and corporate governance.

Risk Assessment

Risk Level: high — The filing mentions potential delisting and changes in control, which are significant risk factors for investors.

Key Players & Entities

• WideOpenWest, Inc. (company) — Registrant
• December 31, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — common stock of the Company, par value $0.01 per share (" Company Common Stock ") (e
• $5.20 — lly converted into the right to receive $5.20 per share in cash, without interest (th

Filing Documents

• tm2534163d1_8k.htm (8-K) — 51KB
• tm2534163d1_ex3-1.htm (EX-3.1) — 7KB
• tm2534163d1_ex3-2.htm (EX-3.2) — 45KB
• 0001104659-25-125421.txt ( ) — 284KB
• wow-20251231.xsd (EX-101.SCH) — 3KB
• wow-20251231_lab.xml (EX-101.LAB) — 33KB
• wow-20251231_pre.xml (EX-101.PRE) — 22KB
• tm2534163d1_8k_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. At the Effective Time, in accordance with the terms set forth in the Merger Agreement, each issued and outstanding share of common stock of the Company, par value $0.01 per share (" Company 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, including any shares of Company Common Stock which were contributed to Parent by certain stockholders of the Company (the " Rollover Stockholders ") in accordance with the voting, support and rollover agreement by and among the Rollover Stockholders, the Company and Parent, dated as of the date of the Merger Agreement (the " Support and Rollover Agreement ," and such shares, the " Rollover Shares "), or by any holder who was entitled to demand appraisal and properly exercised such appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, were treated as described in the Merger Agreement), was automatically converted into the right to receive $5.20 per share in cash, without interest (the " Merger Consideration "), subject to any required tax withholding. In addition, pursuant to the Merger Agreement, in accordance with the terms set forth therein and unless otherwise agreed in writing between Parent and the applicable holder, at the Effective Time: Each outstanding restricted share award in respect of Company Common Stock (each, a " Company RSA ") that was held by a Rollover Stockholder as of immediately prior to the Effective Time (each, a " Rollover RSA ") became fully vested and was treated as a Rollover Share; Each outstanding Company RSA (or portion thereof), other than a Rollover RSA, that was (i) held by a non-employee director of the Company, (ii) gr

01. Notice of Delisting or Failure

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. Before the commencement of trading on December 31, 2025, the Company notified the New York Stock Exchange (the " NYSE ") that the Merger had been completed and requested that the NYSE suspend trading of the Company Common Stock on the NYSE. The Company also requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Company Common Stock from the NYSE and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). As a result, the shares of Company Common Stock will no longer be listed on the NYSE. In addition, following the effectiveness of the Form 25, the Company intends to file a certification on Form 15 with the SEC requesting the termination of registration of all shares of Company Common Stock under Section 12(g) of the Exchange Act, and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to all shares of Company Common Stock.

03. Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and in Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. As a result of the Merger, each share of Company Common Stock (except as described in Item 2.01 of this Current Report on Form 8-K) that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and exchanged, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant. The information set forth in the Introductory Note and in Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.

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. The information set forth in the Introductory Note and in Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02. Pursuant to the Merger Agreement, at the Effective Time, Gunjan Bhow, Jill Bright, Brian Cassidy, Teresa Elder, Daniel Kilpatrick, Jeffrey Marcus, Jose Segrera, Phil Seskin, and Barry Volpert each resigned from the board of directors of the Company (the " Board ") and from all committees of the Board on which they served, and the pre-closing directors of Merger Sub became the directors of the Company.

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated Certificate of Incorporation of the Company (the " Charter "). A copy of the Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub's name were replaced with references to the Company's name (the " Bylaws "). A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. 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. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 14, 2025) . 3.1 Second Amended and Restated Certificate of Incorporation of WideOpenWest, Inc., dated as of December 31, 2025. 3.2 Second Amended and Restated Bylaws of WideOpenWest, Inc., dated as of December 31, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 31, 2025 By: /s/ John Rego John Rego Chief Financial Officer

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View this 8-K filing on SEC EDGAR