CABO 8-K
Cable One, Inc. (CABO)
8-K
2025-12-31
For: 2025-12-31
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 31, 2025
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (602 ) 364-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On December 31, 2025, Cable One, Inc. (the “Company”) announced that the Company’s Board of Directors (the “Board”) has appointed James A. Holanda to
serve as the Company’s Chief Executive Officer and as a member of the Board, effective no later than March 31, 2026 (such date, the “Commencement Date”), in order to allow him to complete his prior professional commitments. In connection with Mr.
Holanda’s appointment, Mary E. Meduski was elected Chair of the Board, effective January 1, 2026. Mr. Holanda will succeed Julia M. Laulis, who retired from her role as Chair of the Board, President, and Chief Executive Officer. Todd M. Koetje, the
Company’s Chief Financial Officer, was appointed by the Board to serve as the Company’s Interim Chief Executive Officer from January 1, 2026 through the Commencement Date.
Mr. Holanda, age 60, was most recently the Chief Executive Officer of Astound Broadband where he currently serves as a director. He is also the
President and Chief Executive Officer of Patriot Media Consulting, LLC. Prior to Astound, Mr. Holanda held various positions at Choice Cable TV of Puerto Rico, Patriot Media of Central New Jersey, Charter Communications, Inc. and Comcast
Corporation.
There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Mr. Holanda and any of the Company’s directors or executive
officers, or persons nominated or chosen to become a director or an executive officer. There is no arrangement or understanding between Mr. Holanda and any other person pursuant to which he was selected as the Company’s Chief Executive Officer. Mr.
Holanda does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Mr. Holanda’s appointment as Chief Executive Officer, the Company entered into an offer letter with him, dated December 23, 2025
(the “Offer Letter”) and effective as of the Commencement Date, which provides Mr. Holanda with the following compensation and benefits, as approved by the Compensation and Talent Management Committee of the Board: (i) an annual base salary of
$1,400,000; (ii) an annual target bonus equal to 150% of his annual base salary; (iii) a one-time grant of equity-based awards having an aggregate grant date fair market value of approximately $10,000,000, granted in the form of 40% time-based
restricted stock units (“RSUs”) and 60% performance-based RSUs; (iv) beginning January 1, 2027, eligibility for annual equity-based award grants in accordance with the Company’s executive compensation program as determined by the Compensation and
Talent Management Committee of the Board; and (v) a one-time cash payment of $175,000, representing relocation assistance in connection with his relocation to commence employment with the Company. In addition, the Offer Letter provides that in the
event that Mr. Holanda does not receive an annual bonus from his prior employer with respect to his provision of services for the calendar year 2025 (the “Foregone Bonus”), due to his commencing employment with the Company on the Commencement Date,
then, upon provision of reasonable documentation evidencing forfeiture or non-payment of the Foregone Bonus, the Company will pay a one-time cash amount to Mr. Holanda up to $750,000 to replace the Foregone Bonus amount. If Mr. Holanda’s
employment with the Company ends for any reason (other than in the case of certain involuntary terminations by the Company or his resignation for “good reason”), less than two years after the Commencement Date, Mr. Holanda will be obligated to
refund the Company the amount paid to him in respect of the Foregone Bonus.
The foregoing is a summary of certain material terms of the Offer Letter and is qualified in its entirety by reference to the full text of the Offer
Letter, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Ms. Meduski has served as a member of the Board since 2019 and most recently served as the Board’s Lead Independent Director. Ms. Meduski also chairs
the Board’s Nominating and Governance and Committee, a role she will retain as Chair of the Board, together with her membership on the Board’s Executive Committee.
Mr. Koetje, age 49, has served as the Company’s Chief Financial Officer since July 2022. Prior to joining the Company, Mr. Koetje served as Managing
Director & Group Head of the Technology, Media & Telecommunications Leveraged Finance team at Truist Securities. Mr. Koetje worked for Truist Securities and its predecessors from August 1999 to January 2021.
There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Mr. Koetje and any of the Company’s directors or executive
officers, or persons nominated or chosen to become a director or an executive officer. There is no arrangement or understanding between Mr. Koetje and any other person pursuant to which he was selected as the Company’s Interim Chief Executive
Officer. Mr. Koetje does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Mr. Koetje’s appointment as the Company’s Interim Chief Executive Officer, effective January 1, 2026, in addition to his current
cash compensation, Mr. Koetje will receive a monthly cash bonus of $40,000, to be paid for each calendar month of his service as Interim Chief Executive Officer through the Commencement Date. Mr. Koetje’s monthly cash bonus will be paid pro-rated
for any month of partial service based on the number of days of such month in which he serves as the Interim Chief Executive Officer.
Cautionary Statement Regarding Forward-Looking Statements
This current report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,”
“may,” “might,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “trend,” “will,” “would” or the negative version of these words or other comparable words. Any statements regarding the expected
commencement date of the Chief Executive Officer and any other statements that are not historical facts are forward-looking statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in
circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are
not limited to, the factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 and the Company’s other filings with the Securities and Exchange Commission, and uncertainties,
assumptions and changes in circumstances that may cause actual results to differ materially from those expressed or implied in any forward-looking statement. Each forward-looking statement contained herein speaks only as of the date of this current
report, and the Company undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
Item 7.01 Regulation FD Disclosure.
On December 31, 2025, the Company issued a press release announcing the matters described under Item 5.02 above. A copy of the Company’s press release
is furnished as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.
The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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104
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The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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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.
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Cable One, Inc.
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By:
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/s/ Christopher J. Arntzen
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Name:
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Christopher J. Arntzen
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Title:
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Senior Vice President, General Counsel and Secretary | |||
Date: December 31, 2025
Exhibit 10.1
James Holanda
via email
December 23, 2025
Dear Jim,
We are delighted at the prospect that you will be joining Cable One (the “Company” or “Cable One”) as Chief Executive Officer. You are expected to be appointed as (i) Chief
Executive Officer of Cable One and (ii) a member of the Board of Directors of Cable One. Your appointment to such positions will be effective as of your start date, which will be on or after January 1, 2026, but in no event later than March 31, 2026
(such start date, the “Commencement Date”). The role of Chief Executive Officer reports directly to the Board and is subject to your satisfactory completion of a pre-employment background check and all other pre-hire clearances.
SALARY AND BONUS
Beginning on the Commencement Date, your starting salary will be $1,400,000 per annum, payable
bi-weekly in accordance with Cable One’s normal payroll practices. This salary is subject to review and possible adjustment upwards (but not downwards) in Cable One’s sole discretion, including based on market changes, performance, and other
factors. Cable One’s executives are generally reviewed annually for changes to compensation and for avoidance of doubt, the salary and bonus stated in this offer letter will be effective through December 31, 2026.
As part of your employment with Cable One, you will be eligible to receive an annual bonus targeted at 150
percent of your base annual salary under the Company’s Annual Executive Bonus Plan, as in effect from time to time (the “Bonus Plan”). Bonuses are awarded in Cable One’s sole discretion and are determined after an evaluation of the Company’s
performance as well as your own performance for the period. Payment of a bonus for one year does not guarantee payment in any subsequent year, and past performance does not guarantee future payouts. Bonuses are typically paid out in March after the
calendar year for which they are awarded, and only employees who remain on Cable One’s payroll on the date of the payment are eligible; provided, however, that in the event your employment is terminated by the Company without Cause or you resign for
Good Reason (as such terms are defined in the Severance Plan) after the end of a fiscal year and before your annual bonus for such fiscal year is paid, the Company will pay you the amount of such annual bonus at the same time and in the same form as
applicable to actively employed executives of the Company.
In addition, in the event that you do not receive an annual bonus from your current employer with respect to your provision of services for the calendar year 2025 (the “Foregone
Bonus”), due to you commencing employment with the Company on the Commencement Date, then, upon provision by you to the Company of reasonable documentation evidencing forfeiture or non-payment of the Foregone Bonus, including the amount of such
Foregone Bonus, the Company shall pay a one-time cash amount to you up to $750,000 to replace the Foregone Bonus amount. As a condition of accepting this offer, you agree that, if your employment with Cable One ends for any reason (other than due to
a layoff, reduction in force or other termination by the Company without Cause (as defined in the Severance Plan), your resignation for Good Reason (as defined in the Severance Plan) or termination of your position in the event the Company is sold),
less than two years after your Commencement Date, you will be obligated to refund the Company the amount paid to you by the Company in respect of the Foregone Bonus. Any such refund
amount owed to the Company will be deducted from your final paycheck. If any portion of your refund obligation owed to the Company is still outstanding after such a deduction, you shall reimburse the Company for the remaining amount owed no later
than 30 days after the date of termination of your employment.
WORK LOCATION
During your employment, your principal place of work shall be the Company’s offices located in Phoenix, Arizona; provided that you may work remotely from your home in Princeton, New
Jersey, in accordance with the Company’s policies in effect from time to time and you further agree that you will spend no less than 50% of your time each year at the Company’s office located in Phoenix, Arizona or other regional Company offices. In
connection with your commencement of employment with Cable One and relocation to Phoenix, Arizona to commence such employment, the Company will, subject to you obtaining a residence in the Phoenix area on or promptly following the Commencement Date,
provide you with relocation assistance and a temporary housing allowance payment in the amount of $175,000 (the “relocation payment”), payable (if at all) promptly after the Commencement Date. This amount is intended to cover all reasonable travel
food, gasoline, lodging, and related expenses in connection with your relocation to commence employment with Cable One, to search for a home and all other moving-related expenses, including but not limited to movement of household goods, storage,
rental agency/temporary housing, buying or selling a home, etc. As a condition of accepting this offer, you agree that, if your employment with Cable One ends for any reason (other than due to a layoff, reduction in force or other termination by the
Company without Cause (as defined in the Severance Plan), your resignation for Good Reason (as defined in the Severance Plan) or termination of your position in the event the Company is sold), less than two years after your Commencement Date, you will be obligated to refund the Company the amount of the relocation payment paid to you by the Company. Any such refund amount owed to the Company will be deducted from your final
paycheck. If any portion of your refund obligation owed to the Company is still outstanding after such a deduction, you shall reimburse the Company for the remaining amount owed no later than 30 days after the date of termination of your employment.
EQUITY COMPENSATION
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(a)
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Hire-on Award: Subject to the approval of the Compensation and Talent Management Committee of
the Board (the “C&TM Committee”), as soon as reasonably practicable after the Commencement Date, you will receive one-time grants of time-based restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”), having an aggregate
grant date value equal to approximately $10,000,000 of which 60% of such grants will be PSUs and 40% will be RSUs (such awards, the “Hire-On Awards”). The
Hire-On Awards will have substantially the same vesting criteria terms as awards granted to other executives of the Company as part of the Company’s 2026 annual grant cycle (including, for the avoidance of doubt, if the Commencement Date is
after such 2026 grants are made). In the event of your termination without “cause” or for “good reason” (as defined in the applicable award agreement), the RSUs and PSUs will vest in accordance with the terms of the applicable award
agreement. Notwithstanding anything to the contrary in the foregoing, the maximum aggregate number of shares subject to the Hire-On Awards shall be no more than 169,000 shares of the Company’s common stock.
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(b)
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Annual Equity Award: Under the Company’s annual executive compensation program, equity awards
are typically made to members of the executive team annually each January and are generally granted as a combination of RSUs and PSUs. You agree that you will not be eligible for participation in the Company’s annual equity-based award
until January 2027. Upon your eligibility commencing, your equity awards will be consistent with your role and the Company’s executive compensation philosophy, as determined by the C&TM Committee, for each year you remain employed with
the Company.
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VACATION
Based on the experience you bring to Cable One, we are accelerating your vacation eligibility. You will be eligible for five weeks of accrued vacation per year until you reach the
eligibility requirements for additional time as outlined in the Paid Time Off policy in the Associate Guidebook.
BENEFITS
As a full-time employee, you will be eligible for our medical, dental, vision, life, and short-term disability insurance immediately upon hire. Many other voluntary benefits are
available to you and are outlined in the attached flyer. Full details of the benefit plans will be available to you during your onboarding process, and you’ll be able to select options that fit your needs and lifestyle once your employment begins.
The equity-based awards described in “Equity Compensation” above generally will be subject to the terms and conditions of the Cable One, Inc. 2022 Omnibus Incentive Compensation
Plan, as may be amended or amended and restated (including any successor plan thereto) (the “Plan”), whether or not granted thereunder, and Cable One’s standard terms and conditions, including the restrictive covenants and clawback provisions
applicable to executives of Cable One, as provided pursuant to the terms of your award agreements, the Company’s Incentive Compensation Recovery Policy and Clawback Policy, as amended. Cable One reserves the right to grant your equity awards
(including the Hire-On Awards) in the form of inducement awards in accordance with applicable New York Stock Exchange requirements.
In addition, beginning on the Commencement Date you will be eligible to participate in, and receive the severance benefits corresponding to your role as provided under, the
Company’s 2025 Executive Severance Plan (the “Severance Plan”), subject to the terms of such plan.
You acknowledge and agree that you will not receive any additional compensation for your membership on the Board.
You also understand and agree that you are solely responsible for any additional tax obligations resulting
from the Company’s payments.
This offer is contingent upon our verification of your right to work in the United States, as demonstrated by your completion of the Form I-9 upon hire and your submission of acceptable documents (as noted on the Form I-9) verifying your identity and work authorization within three (3) days of the Commencement Date. You acknowledge and represent
that, as of the Commencement Date, (i) you are legally authorized to work in the United States, (ii) you are not party to or bound by any employment, non-competition, non-solicitation, confidentiality or other agreement that could be reasonably
expected to limit or restrict your ability to work for Cable One in any material way and (iii) as of the Commencement Date, you are no longer employed by or providing services of any kind to your current employer or any of its affiliates.
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Cable One is an at-will employer, and you or Cable One may end the employment relationship at any time and for any reason, with or without notice. In the event of your termination
for any reason, you agree that you will deliver to Cable One an irrevocable letter of resignation from the Company’s Board of Directors and all other positions and offices of Cable One and its subsidiaries effective simultaneously with the
termination of your employment.
Please sign and date this letter below to indicate your acceptance and return the original to me at your earliest convenience. Please keep a copy for your records. In the event
that you do not commence employment with the Company on or prior to March 31, 2026, then the offer in this letter (including the compensation and benefits herein) will expire with the Company having no further obligation with respect thereto.
I am very excited for the opportunity to work with you and for the amazing results we will deliver in 2026 and beyond.
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/s/ Megan M. Detz
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Megan M. Detz
Chief People Officer
Cable One, Inc.
ACCEPTED AND AGREED
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/s/ James Holanda
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December 23, 2025
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James Holanda
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Exhibit 99.1
Cable One Announces New CEO
Seasoned Industry Executive Jim Holanda to Join Cable One as Chief Executive Officer
December 31, 2025 - PHOENIX -- (BUSINESS WIRE) -- Cable One, Inc. (NYSE: CABO) (the “Company” or “Cable One”) today announced that James Holanda will join the Company as its next Chief Executive Officer and as a member of its Board of Directors (the “Board”). Holanda is
expected to join Cable One no later than March 31, 2026 (the “Commencement Date”) in order to allow him to complete his prior professional commitments. Holanda will succeed Julia M. Laulis, who retired from her role as Chair of the Board,
President, and Chief Executive Officer. Todd M. Koetje, the Company’s Chief Financial Officer, has been appointed as the Company’s Interim Chief Executive Officer until the Commencement Date. As part of this leadership transition, Mary E. Meduski
was elected to serve as the Independent Chair of the Board, effective January 1, 2026.
With more than 35 years working in the cable and broadband industry, Holanda joins Cable One from Astound Broadband where he was the Chief Executive Officer for the last 15 years.
Prior to his tenure at Astound and its predecessors, Holanda served as CEO of Choice Cable TV of Puerto Rico and before that served as President of Patriot Media in Central New Jersey. He began his career at Comcast, where he spent 10 years,
followed by five years at Charter Communications, where he held various accounting, finance, business and operations roles. Holanda holds a bachelor’s degree in Political Science from The Ohio State University.
“I am excited to have the opportunity to join Cable One as CEO and lead the company in its mission of enabling its customers to thrive and stay connected to what matters most,”
said Holanda. “I look forward to working alongside the Board, leadership team and all of the Cable One associates to unlock future growth opportunities, continue to innovate and fiercely compete in the current dynamic market environment. I am
energized by Cable One’s future and the opportunities ahead to drive value for its stockholders.”
Meduski has served as a member of the Board since 2019 and most recently served as the Board’s Lead Independent Director.
“On behalf of the entire board of directors and management team, I am delighted to welcome Jim as Cable One’s next CEO,” said Meduski. “Jim’s appointment follows a comprehensive search process to identify a strong leader for the company, and he
joins Cable One with the full support of our Board. Jim is a seasoned executive who will bring his strategic leadership, operating experience, and deep industry expertise to bear for Cable One and its stakeholders. We are confident that he will be
an outstanding CEO with the skills and experience required to achieve our strategic objectives and enhance stockholder value.”
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may
differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,”
“might,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “trend,” “will,” “would” or the negative version of these words or other comparable words. Any statements regarding the expected commencement
date of the Chief Executive Officer and any other statements that are not historical facts are forward-looking statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are
difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the
factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 and the Company’s other filings with the Securities and Exchange Commission, and uncertainties, assumptions and changes in
circumstances that may cause actual results to differ materially from those expressed or implied in any forward-looking statement. Each forward-looking statement contained herein speaks only as of the date of this press release, and the Company
undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
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About Cable One
Cable One, Inc. (NYSE:CABO) is a leading broadband communications provider delivering exceptional
service and enabling more than 1 million residential and business customers across 24 states to thrive and stay connected to what matters most. Through Sparklight®, the brand
our customers know and trust, we’re not just shaping the future of connectivity — we’re transforming it with a commitment to innovation, reliability and customer experience at our core.
Our robust infrastructure and cutting-edge technology don’t just keep our customers connected; they help drive progress in education, business and everyday life. We’re dedicated to
bridging the digital divide, empowering our communities and fostering a more connected world. When our customers choose Cable One, they are choosing a team that is always working for them – one that believes in the relentless pursuit of reliability,
because being a trusted neighbor isn’t just what we do—it’s who we are.
CONTACTS:
Trish Niemann
Vice President, Communications Strategy
Trish Niemann
Vice President, Communications Strategy
Todd Koetje
Interim CEO and CFO