WideOpenWest (WOW) Proxy Filing summary

Executive summary

• A special meeting is scheduled for December 3, 2025, to vote on a merger agreement where Bandit Merger Sub, Inc. will merge with and into the company, making it a wholly owned subsidiary of Bandit Parent, LP, affiliates of DigitalBridge and Crestview Partners.

• The merger consideration is $5.20 per share in cash, representing a 37.2% premium to the unaffected price on May 2, 2024, and a 53.8% premium to the closing price on August 11, 2025.

• The company will become privately held if the merger is completed, and its common stock will be delisted from the NYSE.

• A Special Committee of independent directors, with its own legal and financial advisors, negotiated the merger and recommended it as fair and in the best interests of unaffiliated stockholders.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more time is needed to solicit votes.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Rollover Stockholders, holding about 37% of voting power, have agreed to vote in favor of the merger.

Board of directors and corporate governance

• The Special Committee, composed entirely of independent and disinterested directors, led the negotiation and evaluation process.

• The board, following the Special Committee’s recommendation, unanimously approved the merger and recommends stockholders vote in favor.

• After the merger, the company’s current officers will remain, but the board will be replaced by directors from Merger Sub.