Form 4: WideOpenWest CFO Sells Shares Post-Merger

WideOpenWest, Inc.'s Chief Financial Officer, John S. Rego, reported the disposition of all beneficially owned common stock following the company's merger into a wholly-owned subsidiary of Bandit Parent, LP.

Summary

• John S. Rego, Chief Financial Officer of WideOpenWest, Inc. (WOW), reported changes in his beneficial ownership of company securities.
• On December 29, 2025, 137,412 performance-based restricted stock units (PSUs) granted in 2023, 2024, and 2025 were determined to be earned by the Compensation Committee.
• On December 31, 2025, at the effective time of the merger, 311,110 shares of common stock were disposed of.
• Each outstanding share of common stock (with certain exceptions) was automatically converted into the right to receive $5.20 per share in cash, without interest.
• Outstanding restricted stock awards (RSAs) and PSUs were cancelled and converted into either the right to receive the Merger Consideration or a cash award subject to vesting.
• Following these transactions, John S. Rego beneficially owns 0 shares of WideOpenWest, Inc.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person as their equity awards were earned and converted to cash as part of a definitive merger agreement, providing a clear exit and liquidity at a fixed price. For the company, it marks the successful completion of a strategic transaction.

Positives

• The reporting person's performance-based restricted stock units (PSUs) were earned prior to the merger, ensuring their value realization.
• The reporting person received cash consideration for common stock and equity awards at a fixed price of $5.20 per share, providing liquidity.

Negatives

• WideOpenWest, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned indirect subsidiary of Bandit Parent, LP.
• The reporting person no longer holds any beneficial ownership in the company, indicating a complete exit from equity holdings.

Future Outlook

The filing details the completion of a merger where WideOpenWest, Inc. became a wholly-owned indirect subsidiary of Bandit Parent, LP, effectively privatizing the company. No forward-looking statements regarding the company's future operations as a private entity are provided within this report.

Industry Context

This transaction represents a consolidation within the telecommunications or broadband industry, where a publicly traded company is taken private by a private equity firm or another entity. Such moves often aim to restructure, optimize operations away from public market scrutiny, or integrate into a larger portfolio, reflecting ongoing M&A activity in the sector.

Related Party Transactions

• The merger agreement involved certain stockholders (referred to as 'Rollover Stockholders') contributing shares to Parent in accordance with a voting, support, and rollover agreement, which constitutes a related party transaction within the broader merger context.

Stakeholder Impact

• Shareholders (excluding Rollover Stockholders and those exercising appraisal rights) received $5.20 per share in cash, providing immediate liquidity and a definitive return on their investment.
• Employees holding RSAs and PSUs had their awards converted into cash or cash awards subject to vesting, providing a clear outcome for their equity compensation.
• The company's status changed from a publicly traded entity to a privately held subsidiary, impacting public investors who no longer have direct equity ownership.

Next Steps

• WideOpenWest, Inc. will continue operations as a wholly-owned indirect subsidiary of Bandit Parent, LP.
• The company's common stock is no longer publicly traded on any exchange.

Key Dates

Recommendation

The company, WideOpenWest, Inc., has completed its merger with Bandit Merger Sub, Inc., becoming a wholly-owned indirect subsidiary of Bandit Parent, LP. Public shareholders (excluding Rollover Stockholders and those exercising appraisal rights) are entitled to receive $5.20 per share in cash. As the company is no longer publicly traded, any remaining shares would need to be tendered to receive the cash consideration, effectively a 'sell' action for liquidity.

Keywords

WideOpenWest, WOW, John S. Rego, Form 4, Insider Transaction, Merger, Acquisition, Common Stock, Restricted Stock Units, PSUs, Cash Consideration, Bandit Parent LP, Corporate Action