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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant
as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(Former Name or Former Address, if Changed Since Last Report)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities registered pursuant to Section 12(b) of the Act: | ||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
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).
Emerging growth company
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. ☐
| 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 | ||||
Exhibit 3.1
Second Amended and
Restated Articles of
Incorporation of
Comcast Corporation
FIRST: The name of the Corporation is Comcast Corporation (the "Corporation").
SECOND: The name of the commercial registered office provider and the county of venue of the Corporation's current registered office in this Commonwealth are:
Corporation Service Company
Dauphin County, Pennsylvania
THIRD: The Corporation is incorporated under the provisions of the Business Corporation Law of 1988. The purpose or purposes for which the Corporation is organized are: To have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law.
FOURTH: The term of its existence is perpetual.
FIFTH: A. The aggregate number of shares which the Corporation shall have authority to issue is SEVEN BILLION FIVE HUNDRED MILLION (7,500,000,000) shares of Class A Common Stock, par value $0.01 per share, SEVENTY-FIVE MILLION (75,000,000) shares of Class B Common Stock, par value $0.01 per share, and TWENTY MILLION (20,000,000) shares of Preferred Stock, which the Board of Directors may issue, in one or more series, without par value, with full, limited, multiple, fractional, or no voting rights, and with such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights as shall be fixed by the Board of Directors.
B. The descriptions, preferences, qualifications, limitations, restrictions and the voting, special, or relative rights in respect of the shares of each class of Common Stock are as follows:
1. (a) Subject to paragraph (B)(1)(c) of this Article FIFTH, each share of Class A Common Stock shall entitle the holder thereof to the number of votes equal to a quotient the numerator of which is the excess of (i) the Total Number of Votes (as defined below) over (ii) the sum of (A) the Total Number of B Votes (as defined below) and (B) the Total Number of Other Votes (as defined below) and the denominator of which is the number of outstanding shares of Class A Common Stock (provided that if at any time there are no outstanding shares of Class B Common Stock, each share of Class A Common Stock shall entitle the holder thereof to one (1) vote) and each share of Class B Common Stock shall
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entitle the holder thereof to fifteen (15) votes. "Total Number of Votes" on any record date is equal to a quotient the numerator of which is the Total Number of B Votes on such record date and the denominator of which is the B Voting Percentage (as defined below) on such record date. "Total Number of B Votes" on any record date is equal to the product of (i) 15 and (ii) the number of outstanding shares of Class B Common Stock on such record date. "Total Number of Other Votes" on any record date means the aggregate number of votes to which holders of all classes of capital stock of the Corporation other than holders of Class A Common Stock and Class B Common Stock are entitled to cast on such record date in an election of Directors. "B Voting Percentage" on any record date means the portion (expressed as a percentage) of the total number of votes entitled to be cast in an election of Directors by the holders of capital stock of the Corporation to which all holders of Class B Common Stock are entitled to cast on such record date in an election of Directors, as specified and determined pursuant to paragraph (B)(1)(c) of this Article FIFTH.
(b) Except as provided in Article SEVENTH or required by applicable law, only the holders of Class A Common Stock, the holders of Class B Common Stock and the holders of any other class or series of Common Stock, Preferred Stock or other class of capital stock of the Corporation (if any) with voting rights shall be entitled to vote and shall vote as a single class on all matters with respect to which a vote of the shareholders of the Corporation is required or permitted under applicable law, these Amended and Restated Articles of Incorporation, or the Bylaws of the Corporation. Whenever applicable law, these Amended and Restated Articles of Incorporation or the Bylaws of the Corporation provide for a vote of the shareholders of the Corporation on any matter, approval of such matter shall require the affirmative vote of a majority of the votes cast by the holders entitled to vote thereon unless otherwise expressly provided under applicable law, these Amended and Restated Articles of Incorporation or the Bylaws of the Corporation.
(c) Notwithstanding any other provision of these Amended and Restated Articles of Incorporation, including paragraph (B)(1)(a) of this Article FIFTH, but subject to Article SEVENTH, with respect to any matter on which the holders of Class B Common Stock and the holders of one or more classes or series of Common Stock, Preferred Stock or any other class of capital stock of the Corporation (if any) vote as a single class, each share of Class B Common Stock shall entitle the holder thereof to the number of votes necessary so that, if all holders of Class B Common Stock and all holders of each such other class or series of Common Stock, Preferred Stock and other class of capital stock of the Corporation (if any) were to cast all votes they are entitled to cast on such matter, the holders of the Class B Common Stock in the aggregate would cast thirty-three and one-third (33 1/3) percent of the total votes cast by all such holders, subject to reduction as set forth in the following sentence. If at any time after November 18, 2002 for any reason whatsoever the number of shares of Class B Common Stock outstanding at such time is reduced below the number of shares of Class B Common Stock outstanding on November 18, 2002 (appropriately adjusted for any stock dividend paid in Class B Common Stock, stock splits or reverse stock splits of the Class B Common Stock or combinations, consolidations or reclassifications of the Class B Common Stock), the percentage specified in the preceding
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sentence shall be reduced to a percentage equal to the product of (i) thirty-three and one-third (33 1/3) and (ii) the fraction obtained by dividing the number of shares of Class B Common Stock outstanding at such time by the number of shares of Class B Common Stock outstanding on November 18, 2002 (appropriately adjusted for any stock dividend paid in Class B Common Stock, stock splits or reverse stock splits of the Class B Common Stock or combinations, consolidations or reclassifications of the Class B Common Stock). No reduction in the percentage of the voting power of the Class B Common Stock pursuant to the preceding sentence shall be reversed by any issuance of Class B Common Stock that occurs after such reduction.
2. The holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive, from time to time, when and as declared, in the discretion of the Board of Directors, such cash dividends as the Board of Directors may from time to time determine, out of such funds as are legally available therefor, in proportion to the number of shares held by them, respectively, without regard to class.
3. The holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive, from time to time, when and as declared by the Board of Directors, such dividends of stock of the Corporation or other property as the Board of Directors may determine, out of such funds as are legally available therefor. Stock dividends on, or stock splits of, any class of Common Stock shall not be paid or issued unless paid or issued on all classes of Common Stock, in which case they shall be paid or issued only in shares of that class; provided, however, that stock dividends on, or stock splits of, Class B Common Stock may be paid or issued in shares of Class A Common Stock. Any decrease in the number of shares of Class A Common Stock or Class B Common Stock resulting from a combination or consolidation of shares or other capital reclassification shall not be permitted unless parallel action is taken with respect to the other class of Common Stock, so that the number of shares of each class of Common Stock outstanding shall be decreased proportionately. Notwithstanding anything to the contrary contained herein, in the event of a distribution of property, plan of merger or consolidation, plan of asset transfer, plan of division, plan of exchange, or recapitalization pursuant to which the holders of Class A Common Stock and the holders of Class B Common Stock would be entitled to receive equity interests of one or more corporations (including, without limitation, the Corporation) or other entities, or rights to acquire such equity interests, then the Board of Directors may, by resolution duly adopted, provide that the holders of Class A Common Stock and the holders of Class B Common Stock, respectively and as separate classes, shall receive with respect to their Class A Common Stock or Class B Common Stock (whether by distribution, exchange, redemption or otherwise), in proportion to the number of shares held by them, equity interests (or rights to acquire such equity interests) of separate classes or series having substantially equivalent relative designations, preferences, qualifications, privileges, limitations, restrictions and rights as the relative designations, preferences, qualifications, privileges, limitations, restrictions and rights of the Class A Common Stock and Class B Common Stock. Except as provided above, if there should be any distribution of property, merger, consolidation, purchase or acquisition of property or stock, asset transfer, division,
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interest exchange under 15 Pa.C.S. Subch. 3D, recapitalization or reorganization of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall receive the shares of stock, other securities or rights or other assets as would be issuable or payable upon such distribution, merger, consolidation, purchase or acquisition of such property or stock, asset transfer, division, interest exchange, recapitalization or reorganization in proportion to the number of shares held by them, respectively, without regard to class.
4. Each share of Class B Common Stock shall be convertible at the option of the holder thereof into one share of Class A Common Stock. Each share of Class B Common Stock shall be cancelled after it has been converted as provided herein.
5. Subject to Article SEVENTH and except as otherwise permitted by applicable law, each and any provision of these Amended and Restated Articles of Incorporation may from time to time, when and as desired, be amended by a resolution of the Board of Directors and the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon, as determined in accordance with the provisions of this Article FIFTH. There shall be no class voting on any such amendments or on any other matter except as shall be required by Article SEVENTH or by applicable law, in which case there shall be required the affirmative vote of a majority of the votes cast by the holders of the outstanding shares of each class entitled to vote by Article SEVENTH or by applicable law, voting as a separate class.
6. If there should be any merger, consolidation, purchase or acquisition of property or stock, separation, reorganization, division or interest exchange under 15 Pa.C.S. Subch. 3D, the Board of Directors shall take such action as may be necessary to enable the holders of the Class B Common Stock to receive upon any subsequent conversion of their stock into Class A Common Stock, in whole or in part, in lieu of any shares of Class A Common Stock of the Corporation, the shares of stock, securities, or other assets as would be issuable or payable upon such merger, consolidation, purchase, or acquisition of property or stock, separation, reorganization, division or interest exchange in respect of or in exchange for such share or shares of Class A Common Stock.
7. In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive the assets and funds of the Corporation in proportion to the number of shares held by them, respectively, without regard to class.
8. At all times the Board of Directors shall take such action to adjust the conversion privileges of the Class B Common Stock and the number of shares of Class B Common Stock to be outstanding after any particular transaction to prevent the dilution of the conversion rights of the holders of Class B Common Stock.
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9. Except as expressly set forth in these Amended and Restated Articles of Incorporation (including, without limitation, this Article FIFTH and Article SEVENTH), the rights of the holders of Class A Common Stock and the rights of the holders of Class B Common Stock shall be in all respects identical.
10. Neither the holders of the Class A Common Stock nor the holders of the Class B Common Stock nor the holders of any other class or series of Common Stock, Preferred Stock or other class of capital stock of the Corporation shall have cumulative voting rights.
SIXTH: Governance
| A. | Definitions |
| 1. | "Board of Directors" means the Board of Directors of the Corporation. |
| 2. | "CEO" means the Chief Executive Officer of the Corporation. |
| 3. | "Chairman" means the Chairman of the Board of Directors. |
| 4. | "Director" means a director of the Corporation. |
5. "Independent Person" means an independent person with respect to the Corporation (determined in accordance with the rules of the principal stock exchange or interdealer quotation system on which the class of Corporation's common stock with the greatest aggregate market capitalization (as determined in good faith by the Board of Directors) is traded), it being understood that none of the spouse, parents, siblings, lineal descendants, aunts, uncles, cousins and other close relatives (or their respective spouses) of Mr. Brian L. Roberts will be deemed Independent Persons at any time.
B. Board of Directors. At all times, the Board of Directors shall include a majority of Independent Persons. Following the occurrence of a vacancy on the Board of Directors that results in the absence of a majority of Independent Persons on the Board of Directors, and notwithstanding the occurrence of such vacancy, the Board of Directors shall take all actions necessary to fill such vacancy with an Independent Person nominated by the governance and directors nominating committee of the Board of Directors and approved by the Board of Directors. In addition to the foregoing, for a ninety (90) day period following the occurrence of a vacancy in the Board of Directors that results in less than a majority of Independent Persons serving on the Board of Directors, the Directors then in office shall have and may exercise all of the powers of the Board of Directors to the extent provided under these Amended and Restated Articles of Incorporation, the Bylaws of the Corporation and applicable law.
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| C. | Chairman, Chief Executive Officer and President |
| 1. | Chairman. |
| (a) | The Chairman shall be Mr. Brian L. Roberts if he is willing and available to serve. |
(b) The Chairman shall preside at all meetings of the shareholders of the Corporation and of the Board of Directors. In the absence of the Chairman, if the Chairman and the CEO are not the same person, the CEO shall chair such meetings.
(c) The Chairman shall have the authority to call special meetings of the Board of Directors, in the manner provided by the Bylaws of the Corporation.
| 2. | Chief Executive Officer and President. |
(a) The CEO shall be Mr. Brian L. Roberts if he is willing and available to serve. For so long as Mr. Brian L. Roberts shall be the CEO, he shall also be the President of the Corporation.
(b) The powers, rights, functions and responsibilities of the CEO shall include, without limitation, the following, subject to the control and direction of the Board of Directors:
(i) the supervision, coordination and management of the Corporation's business, operations, activities, operating expenses and capital allocation;
(ii) matters relating to officers (other than the Chairman) and employees, including, without limitation, hiring, terminating, changing positions and allocating responsibilities of such officers and employees; provided that, if the Chairman and the CEO are not the same person, the CEO shall consult with the Chairman in connection with the foregoing as it relates to the senior executives of the Corporation;
(iii) all of the powers, rights, functions and responsibilities typically exercised by a chief executive officer and president of a corporation; and
(iv) the authority to call special meetings of the Board of Directors, in the manner provided by the Bylaws of the Corporation.
D. Termination. If Mr. Brian L. Roberts is no longer serving as the Chairman or the CEO, the provisions of this Article SIXTH (other than paragraphs (A) and (B)) shall terminate automatically without any further action of the Board of Directors or the shareholders of the
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Corporation.
SEVENTH: In addition to any other approval required by law or by these Amended and Restated Articles of Incorporation, and notwithstanding any provision of Article FIFTH, the approval of the holders of Class B Common Stock, voting separately as a class, shall be necessary to approve (i) any merger or consolidation of the Corporation with another entity or any other transaction, in each case that requires the approval of the shareholders of the Corporation pursuant to the law of the Commonwealth of Pennsylvania or other applicable law, or any other transaction that would result in any person or group (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) owning shares representing in excess of 10 percent of the combined voting power of the resulting or surviving corporation, or any issuance of securities (other than pursuant to director or officer stock option or purchase plans) requiring shareholder approval under the applicable rules and regulations of any stock exchange or quotation system, (ii) any issuance of shares of Class B Common Stock or any securities exercisable or exchangeable for or convertible into shares of Class B Common Stock or (iii) any amendment to these Amended and Restated Articles of Incorporation (including, without limitation, any amendment to elect to have any of Subchapters E, F, G, H, I and J or Section 2538 of Subchapter D, in each case of Chapter 25 of the Business Corporation Law of 1988, be applicable to the Corporation or any amendment to this Article SEVENTH) or the Bylaws of the Corporation or any other action (including, without limitation, the adoption, amendment or redemption of a shareholder rights plan) that would, in any such case, limit the rights of the holders of Class B Common Stock or any subsequent transferee of Class B Common Stock to transfer, vote or otherwise exercise rights with respect to capital stock of the Corporation. In addition to any other approval required by law or by these Amended and Restated Articles of Incorporation, and notwithstanding any provision of Article FIFTH, the approval of the holder of any class or series of shares of the Corporation shall be necessary to approve any amendment to these Amended and Restated Articles of Incorporation which would make any change in the preferences, limitations or rights of the shares of such class or series adverse to such class or series.
EIGHTH: Special meetings of shareholders may be called only by the Board of Directors and may not be called by shareholders of the Corporation.
NINTH: The shareholders of the Corporation shall not be permitted to act by written consent in lieu of a meeting; provided that notwithstanding the foregoing, the holders of a majority of the Class B Common Stock shall be permitted to act by written consent in lieu of a meeting in the exercise of their approval rights under Article SEVENTH.
TENTH: The Board of Directors shall have the power to amend the Bylaws to the extent provided therein, subject only to applicable law. Any amendment to the Bylaws approved by the shareholders of the Corporation shall not be deemed to have been adopted by the Corporation unless it has been previously approved by the Board of Directors.
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ELEVENTH: No person who is or was a Director shall be personally liable, as such, for monetary damages (other than under criminal statutes and under federal, state and local laws imposing liability on directors for the payment of taxes) unless the person's conduct constitutes self-dealing, willful misconduct or recklessness. No amendment or repeal of this Article ELEVENTH shall apply to or have any effect on the liability or alleged liability of any person who is or was a Director for or with respect to any acts or omissions of the Director occurring prior to the effective date of such amendment or repeal. If the Business Corporation Law of 1988 is amended to permit a Pennsylvania corporation to provide greater protection from personal liability for its directors than the express terms of this Article ELEVENTH, this Article ELEVENTH shall be construed to provide for such greater protection.
TWELFTH: No person who is or was an officer of the Corporation shall be personally liable, as such, for monetary damages (other than under criminal statutes and under federal, state and local laws imposing liability on directors for the payment of taxes) unless the person's conduct constitutes self-dealing, willful misconduct or recklessness. No amendment or repeal of this Article TWELFTH shall apply to or have any effect on the liability or alleged liability of any person who is or was an officer of the Corporation for or with respect to any acts or omissions of the officer occurring prior to the effective date of such amendment or repeal. If the Business Corporation Law of 1988 is amended to permit a Pennsylvania corporation to provide greater protection from personal liability for its officers than the express terms of this Article TWELFTH, this Article TWELFTH shall be construed to provide for such greater protection.
THIRTEENTH: Any or all classes and series of shares of the Corporation, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates. The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.
FOURTEENTH: Subchapters E, F, G, H, I and J and Section 2538 of Subchapter D, in each case of Chapter 25 of the Business Corporation Law of 1988, shall not be applicable to the Corporation.
FIFTEENTH: Henceforth, these Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation and all prior amendments thereto and restatements thereof.
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Exhibit 3.2
ARTICLES OF AMENDMENT
DESIGNATING
CLASS A EQUIVALENT PREFERRED STOCK
OF
COMCAST CORPORATION
(PURSUANT TO SECTION 1522 OF THE PENNSYLVANIA BUSINESS CORPORATION LAW)
Comcast Corporation, a Pennsylvania corporation (the “Corporation”), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the “Board of Directors”) at a meeting duly called and held on December 3, 2025:
WHEREAS, the Board of Directors has authorized the Corporation to enter into an exchange agreement (the “Subsidiary Exchange Agreement”) with certain of its subsidiaries (the “Affiliates”), pursuant to which the Corporation would issue to the Affiliates shares of a series of preferred stock of the Corporation having the voting rights and designations, preferences, qualifications, privileges, limitations, restrictions and other special and relative rights as are hereinafter set forth, in exchange for the shares of Class A Common Stock of the Corporation, par value $0.01 per share (the “Class A Common Stock”), currently held by the Affiliates;
WHEREAS, the Board of Directors is authorized, subject to limitations prescribed by law and the provisions of the Amended and Restated Articles of Incorporation of the Corporation, as amended (the “Articles”), by resolution to provide for the issuance of any series of preferred stock of the Corporation, and to fix the designation of such series, and the voting rights and designations, preferences, qualifications, privileges, limitations, restrictions and other special and relative rights thereof;
WHEREAS, the Board of Directors has determined that it is in the best interests of the Corporation and its stockholders to designate a new series of preferred stock, without par value, of the Corporation in order to facilitate the transactions contemplated by the Subsidiary Exchange Agreement; and
WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to establish and fix the terms of a series of preferred stock of the Corporation and the number of shares constituting such series;
NOW, THEREFORE, BE IT RESOLVED, that, Article Fifth of the Articles is hereby amended to add a new Section C as follows:
C. Pursuant to the authority granted to the Board of Directors in paragraph A of this Article FIFTH, the Board of Directors has fixed and designated a series of preferred stock having the voting rights and designations, preferences, qualifications, privileges, limitations, restrictions, and other special and relative rights as are hereinafter set forth:
1. Designation and Number. The shares of such series shall be designated as “Class A Equivalent Preferred Stock” (the “Class A Equivalent Preferred Stock”), and the number of shares constituting such series shall be 872,792. Such number of shares of the Class A Equivalent
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Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Class A Equivalent Preferred Stock to a number less than the number of shares then outstanding plus the number of shares issuable upon exercise or conversion of outstanding rights, options or other securities issued by the Corporation.
2. Distributions. The holders of Class A Equivalent Preferred Stock shall be entitled to receive, on a pari passu and as-converted basis, any distributions payable to holders of Class A Common Stock determined in each case as if all Class A Equivalent Preferred Stock had been converted into Class A Common Stock pursuant to Section 4 hereof as of immediately prior to the record date of the applicable dividend (or if no record date is fixed, the date as of which the record holders of Class A Common Stock entitled to such dividends are to be determined); provided, however, the Class A Equivalent Preferred Stock shall not be entitled to receive any distribution by the Corporation of Class A common stock, par value $0.01 per share, of Versant Media Group, Inc., a Pennsylvania corporation (“Versant” and, such shares, the “Versant Class A Common Stock”).
3. Voting Rights. The holders of shares of Class A Equivalent Preferred Stock shall have the following voting rights:
(a) Each share of Class A Equivalent Preferred Stock shall entitle the holder thereof to a number of votes on any matter submitted to a vote of the holders of Class A Common Stock equal to the Conversion Rate then in effect multiplied by the number of votes a share of Class A Common Stock is entitled to cast on such matter; provided that while any shares of Class A Equivalent Preferred Stock are owned, directly or indirectly, by the Corporation and controlled, directly or indirectly, by the board of directors of the Corporation, such shares shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares for voting purposes at any given time. Subject to the foregoing, for purposes of calculating the number of votes a share of Class A Common Stock is entitled to cast on any matter submitted to a vote of stockholders of the Corporation, votes represented by shares of Class A Equivalent Preferred Stock shall be included in the “Total Number of Other Votes” (as defined in paragraph (B)(1)(a) of Article FIFTH of the Articles).
(b) Except as otherwise provided herein, elsewhere in the Articles or otherwise as required by law, the holders of shares of Class A Equivalent Preferred Stock and the holders of shares of Class A Common Stock and Class B Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders of the Corporation.
(c) While any shares of Class A Equivalent Preferred Stock remain outstanding, the provisions of this Section C of Article FIFTH shall not be amended in any manner (whether by merger or otherwise) so as to adversely affect the powers, preferences or special rights of the Class A Equivalent Preferred Stock without the affirmative vote of the holders of a majority of the outstanding shares of Class A Equivalent Preferred Stock, voting separately as a class.
(d) Except as otherwise provided herein, holders of Class A Equivalent Preferred Stock shall have no special voting rights, and their consent shall not be required for taking any corporate action.
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4. Conversion.
(a) Right to Convert. Subject to the provisions of this Section 4, at any time after the Issuance Date, each holder of Class A Equivalent Preferred Stock shall have the right by written election to the Corporation to convert all but not less than all of the outstanding shares of Class A Equivalent Preferred Stock (including any fraction of a share) held by such holder into an aggregate number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Equivalent Preferred Stock (including any fraction of a share) to be converted multiplied by (ii) the Conversion Rate as then in effect. The initial “Conversion Rate” shall be 1,000 shares of Class A Common Stock for each share of Class A Equivalent Preferred Stock, prorated for fractional shares. The number of shares of Class A Common Stock into which such shares of Class A Equivalent Preferred Stock shall be converted shall be rounded down to the nearest whole share (based on the aggregate number of shares of Class A Equivalent Preferred Stock being converted by each holder) to avoid fractional shares. As used herein, “Issuance Date” means, for any share of Class A Equivalent Preferred Stock, the date on which the Corporation initially issues such share (without regard to any subsequent transfer of such share or reissuance of the certificate(s) representing such share).
(b) Adjustments to Conversion Price. If the Corporation shall at any time after the Issuance Date pay any dividend on Class A Common Stock payable in shares of Class A Common Stock or effect a subdivision or combination of the outstanding shares of Class A Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Class A Common Stock, then in each such case the Conversion Rate immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.
(c) No Other Conversion Rights. Except as provided in this Section 4, the Class A Equivalent Preferred Stock is not convertible into any other property or securities of the Corporation or Versant.
5. Redemption.
(a) Optional Redemption. Prior to the Spinoff Record Date, the Corporation may, at its option and without further notice required, redeem at any time all (but not less than all) of the Class A Equivalent Preferred Stock in exchange for shares of Class A Common Stock at a redemption rate equal to the product of (i) the number of shares of Class A Equivalent Preferred Stock (including any fraction of a share) to be redeemed multiplied by (ii) the Conversion Rate as then in effect. The number of shares of Class A Common Stock for which such shares of Class A Equivalent Preferred Stock shall be redeemed shall be rounded down to the nearest whole share (based on the aggregate number of shares of Class A Equivalent Preferred Stock to be redeemed from each holder) to avoid fractional shares.
(b) Mandatory Redemption. At 11:59 p.m. on the fifth trading day following the date of the Spinoff Distribution, each share of the Class A Equivalent Preferred Stock shall, without any further action on the part of the Corporation or any holder thereof, be redeemed in
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exchange for Class A Common Stock at a redemption rate equal to the product of (i) the number of shares of Class A Equivalent Preferred Stock (including any fraction of a share) to be redeemed multiplied by (ii) the sum of (A) the Conversion Rate as then in effect plus (B) the Adjustment Rate; provided that the number of shares of Class A Common Stock to which a holder of shares of Class A Equivalent Preferred Stock would otherwise be entitled after giving effect to the calculation set forth in this Section 5(b) shall be rounded down to the nearest whole share (based on the aggregate number of shares of Class A Equivalent Preferred Stock to be redeemed from each holder) to avoid fractional shares.
(c) Certain Definitions. For purposes of this Section 5:
(1) “Adjustment Rate” means a number equal to (A) the Spin Adjustment divided by (B) the Post-Separation Class A Common Stock Value;
(2) “Daily Trading Value” means, with respect to any applicable equity security, the product of (i) the Daily VWAP of such equity security on an applicable trading day and (ii) the Daily Trading Volume of such equity security on such trading day;
(3) “Daily Trading Volume” means, with respect to any applicable equity security, the total daily trading volume of such equity security for any applicable trading date (including “odd lots”), as published by Bloomberg L.P. on the price and volume dashboard and using the U.S. consolidated ticker, without regard to pre-open or after-hours trading outside any regular trading sessions for such trading day;
(4) “Daily VWAP” means, with respect to any applicable equity security, the daily volume-weighted average trading price of such equity security on an applicable trading date (including “odd lots”), as published by Bloomberg L.P. and using the U.S. consolidated ticker, without regard to pre-open or after-hours trading outside any regular trading sessions for such trading day;
(5) “Distribution Ratio” means the number of shares of Versant Class A Common Stock distributed in the Spinoff Distribution for each share of the Corporation’s Class A Common Stock outstanding on the Spinoff Record Date;
(6) “Overall VWAP” means, with respect to any specified trading period, the quotient obtained by dividing (i) the Total Trading Value of the applicable equity security for such trading period by (ii) the Total Trading Volume of such equity security for such trading period.
(7) “Post-Separation Class A Common Stock Value” means the Overall VWAP of the Corporation’s Class A Common Stock, trading regular way, over the first five consecutive trading days immediately following the date of the Spinoff Distribution;
(8) “Post-Separation Versant Class A Common Stock Value” means the Overall VWAP of Versant’s Class A Common Stock, trading regular way, over the first five consecutive trading days immediately following the date of the Spinoff Distribution;
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(9) “Spin Adjustment” means the product of (A) the Post-Separation Versant Class A Common Stock Value, multiplied by (B) the Distribution Ratio, multiplied by (C) the Conversion Rate;
(10) “Spinoff Distribution” means the distribution by the Corporation of Versant Class A Common Stock held by the Corporation to the holders of Class A Common Stock;
(11) “Spinoff Record Date” means the record date established by the Board of Directors for the Spinoff Distribution;
(12) “Total Trading Value” means, with respect to any applicable equity security, the sum of the Daily Trading Value for all trading days during a specified trading period;
(13) “Total Trading Volume” means, with respect to any applicable equity security, the sum of the Daily Trading Volume for all trading days during a specified trading period.
(d) No Other Redemption Rights. Except as provided in this Section 5, the Class A Equivalent Preferred Stock is not redeemable for any other property or securities of the Corporation or Versant.
(e) Effect of Redemption. Shares of Class A Equivalent Preferred Stock that have been issued and redeemed or reacquired by the Corporation in any manner shall have the status of authorized but unissued shares of preferred stock undesignated as to series, and may be designated or re-designated and issued or reissued, as the case may be, as part of any series of Preferred Stock.
6. Ranking. Subject to the terms hereof, the Class A Equivalent Preferred Stock shall rank pari passu with the Class A Common Stock upon any liquidation, dissolution or winding up of the Corporation.
7. Mergers, Consolidations, Recapitalizations, etc. If the Corporation shall enter into any merger, consolidation, recapitalization, combination, interest exchange, division or other transaction in which the shares of Class A Common Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the shares of Class A Equivalent Preferred Stock shall at the same time be similarly exchanged for or changed into the same stock, securities, cash or other property in an amount per share equal to the aggregate amount of such stock, securities, cash or any other property into which or for which each share of Class A Common Stock is changed or exchanged multiplied by the Conversion Rate.
8. Fractional Shares. Class A Equivalent Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Class A Equivalent Preferred Stock.
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