Comcast Corporation filed SEC Form 8-K: Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth in Item 5.03 below is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment and Restatement of Articles.
On December 15, 2025, Comcast Corporation (“Comcast”) filed Amended and Restated Articles of Incorporation (the “Restated Articles”) with the Secretary of State of the Commonwealth of Pennsylvania eliminating from its articles of incorporation (the “Articles”) all non-operative references and provisions in the Articles relating to Series A Participating Cumulative Preferred Stock (which has no outstanding shares) and integrating into a single instrument a previous amendment that changed Comcast’s registered office provider.
The Restated Articles are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Class A Equivalent Stock Designation.
In connection with Comcast’s planned spin-off of certain cable networks and complementary digital assets through the pro rata distribution of shares of Versant Media Group, Inc. (“SpinCo”), on December 15, 2025, after the filing of the Restated Articles, Comcast filed with the Secretary of State of the Commonwealth of Pennsylvania Articles of Amendment to the Restated Articles (the “Designation Amendment”) to designate a new Class A Equivalent Preferred Stock (the “Preferred Shares”). The Designation Amendment was adopted by resolution of Comcast’s Board of Directors (the “Board”) pursuant to the Restated Articles, which vest in the Board the authority to provide for the authorization and issuance of one or more series of preferred stock within the limitations and restrictions set forth in the Restated Articles.
On December 15, 2025, Comcast entered into an exchange agreement with certain of its wholly-owned subsidiaries (the “Exchange Parties”) pursuant to which Comcast issued, for each share of Class A Common Stock of Comcast currently held by the Exchange Parties, 0.001 Preferred Shares (such transaction, the “Exchange”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Comcast issued an aggregate of 872,791.0278 Preferred Shares to the Exchange Parties in the Exchange. The Exchange is intended to ensure that the Exchange Parties do not receive shares of Class A Common Stock of SpinCo (“SpinCo Common Stock”) in connection with the planned spin-off.
The Preferred Shares are redeemable, at the option of Comcast, for shares of Comcast’s Class A Common Stock. If Comcast completes the distribution of SpinCo Common Stock in the planned spin-off, then the Preferred Shares will automatically be redeemed by Comcast for shares of Comcast’s Class A Common Stock at the redemption rate set forth in the Designation Amendment. The Preferred Shares have such other powers, privileges, preferences and relative participating, optional or other rights, and the qualifications, limitations or restrictions thereof, as are set forth in the Designation Amendment. The Designation Amendment is attached hereto as Exhibit 3.2, and is incorporated herein by reference, and the foregoing summary of the Preferred Shares is qualified in its entirety by reference thereto.
Item 9.01(d). Exhibits.
| Exhibit Number | Description | ||||
| 3.1 | Amended and Restated Articles of Incorporation | ||||
| 3.2 | Amendment to Amended and Restated Articles of Incorporation designating Class A Equivalent Preferred Stock | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| COMCAST CORPORATION | |||||
| Date: | December 15, 2025 | By: | /s/ Elizabeth Wideman | ||
| Name: | Elizabeth Wideman | ||||
| Title: | Senior Vice President, Senior Deputy General Counsel and Assistant Secretary | ||||