Form 8-K

8-K — COMCAST CORP

Accession: 0000950103-26-008429

Filed: 2026-06-03

Period: 2026-06-03

CIK: 0001166691

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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EX-99.1 — EXHIBIT 99.1 (dp247907_ex9901.htm)

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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):

June 3, 2026

Comcast Corporation

(Exact Name of Registrant

as Specified in its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

001-32871

27-0000798

(Commission File Number)

(IRS Employer Identification No.)

One Comcast Center

Philadelphia, PA

19103-2838

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (215) 286-1700

(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

Class A Common Stock, $0.01 par value

CMCSA

The Nasdaq Stock Market LLC

0.000% Notes due 2026

CMCS26

The Nasdaq Stock Market LLC

0.250% Notes due 2027

CMCS27

The Nasdaq Stock Market LLC

1.500% Notes due 2029

CMCS29

The Nasdaq Stock Market LLC

0.250% Notes due 2029

CMCS29A

The Nasdaq Stock Market LLC

0.750% Notes due 2032

CMCS32

The Nasdaq Stock Market LLC

3.250% Notes due 2032

CMCS32A

The Nasdaq Stock Market LLC

1.875% Notes due 2036

CMCS36

The Nasdaq Stock Market LLC

3.550% Notes due 2036

CMCS36A

The Nasdaq Stock Market LLC

1.250% Notes due 2040

CMCS40

The Nasdaq Stock Market LLC

5.250% Notes due 2040

CMCS40A

The Nasdaq Stock Market LLC

5.50% Notes due 2029

CCGBP29

New York Stock Exchange

2.0% Exchangeable Subordinated Debentures due 2029

CCZ

New York Stock Exchange

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 8.01 Other Events

Attached as Exhibit 99.1 and incorporated by reference herein

is a press release dated June 3, 2026, issued by Comcast Corporation.

Item 9.01(d) Exhibits

Exhibit Number

Description

99.1

Comcast Corporation Press Release dated June 3, 2026.

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:

June 3, 2026

By:

/s/ Elizabeth Wideman

Name:

Elizabeth Wideman

Title:

Senior Vice President, Senior Deputy General Counsel and Assistant Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp247907_ex9901.htm · Sequence: 2

Exhibit 99.1

Comcast Corporation and Comcast Cable Communications,

LLC Announce Results and Upsize of their Offers to Purchase for Cash Certain of their Outstanding Senior Debt Securities

Philadelphia, Pennsylvania, June 3, 2026 —Comcast Corporation,

a Pennsylvania corporation (the “Company”) announced results of its previously announced cash tender offers to purchase

any and all of its outstanding 2.350% Notes due 2027; 3.300% Notes due February 2027; 3.300% Notes due April 2027; 4.150% Notes due 2028;

3.150% Notes due 2028; 3.550% Notes due 2028; 5.100% Notes due 2029; 4.550% Notes due 2029; 4.250% Notes due 2030; 3.400% Notes due 2030

and 2.650% Notes due 2030 (together, the “Company Notes”) (collectively, the “Company Offers”).

Comcast Cable Communications, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Comcast

Cable” and, together with the Company, the “Issuers”) also announced the results of its previously announced

separate cash tender offers to purchase any and all of its outstanding 8.500% Notes due 2027 and 7.125% Notes due 2028 (together, the

“Comcast Cable Notes” and, together with the Company Notes, the “Notes”) (the “Comcast

Cable Offers” and, together with the Company Offers, the “Offers” and each, an “Offer”).

The Issuers also announced that they are increasing the aggregate Total

Consideration (as defined below) payable for the Notes they will accept for purchase in the Offers, excluding accrued but unpaid interest,

from the previously announced amount of $3,750,000,000 to $4,140,000,000 (the “Consideration Cap Amount”). The increased

Consideration Cap Amount is sufficient to enable the Issuers to accept for purchase all 2.350% Notes due 2027 issued by the Company, 3.300%

Notes due February 2027 issued by the Company, 3.300% Notes due April 2027 issued by the Company, 8.500% Notes due 2027 issued by Comcast

Cable, 4.150% Notes due 2028 issued by the Company, 3.150% Notes due 2028 issued by the Company, 7.125% Notes due 2028 issued by Comcast

Cable, 3.550% Notes due 2028 issued by the Company, 5.100% Notes due 2029 issued by the Company and 4.550% Notes due 2029 issued by the

Company, in each case, that were validly tendered prior to or at the Expiration Date and not validly withdrawn (as well as all of the

Notes of such series that were tendered pursuant to the Guaranteed Delivery Procedures).

The Offers were made upon the terms and subject to the conditions set

forth in the Offer to Purchase dated May 27, 2026 relating to the Notes (the “Offer to Purchase”) and the notice of

guaranteed delivery attached as Appendix A to the Offer to Purchase (the “Notice of Guaranteed Delivery” and, together

with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this news release

have the meanings given to them in the Offer to Purchase.

The Offers expired at 5:00 p.m. (Eastern time) on June 2, 2026 (the

“Expiration Date”). The Guaranteed Delivery Date will be 5:00 p.m. (Eastern time) on June 4, 2026. The Settlement Date

will be June 5, 2026.

According to information provided by Global Bondholder Services Corporation,

the Information and Tender Agent in connection with the Offers, $6,162,959,000 combined aggregate principal amount of Notes were validly

tendered prior to or at the Expiration Date and not validly withdrawn. In addition, $54,582,000 combined aggregate principal amount of

Notes were tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders’ performance of the delivery

requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount

of each series of Notes validly tendered and not validly withdrawn at or prior to the Expiration Date and the aggregate principal amount

of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents.

Acceptance

Priority Level

Title

of Notes

Principal

Amount Outstanding

CUSIP /

ISIN

Nos.(1)

Total

Consideration (2)

Principal

Amount Tendered (3)

Principal

Amount Accepted (3)

Principal

Amount Reflected in Notices of Guaranteed Delivery

2.350% Notes due 2027 issued by the Company

$1,400,000,000

20030NBW0 / US20030NBW02

$991.04

$638,264,000

$3,545,000

3.300% Notes due February 2027 issued by the Company

$1,250,000,000

20030NBY6 / US20030NBY67

$996.30

$478,481,000

$5,921,000

3.300% Notes due April 2027 issued by the Company

$638,976,000

20030NDK4 / US20030NDK46

$995.03

$239,901,000

$8,786,000

8.500% Notes due 2027 issued by Comcast Cable

$206,580,000

20029PAH2 / US20029PAH29

$1,036.89

$54,861,000

4.150% Notes due 2028 issued by the Company

$3,220,877,000

20030NCT6 / US20030NCT63

$997.84

$1,066,680,000

$6,786,000

3.150% Notes due 2028 issued by the Company

$1,298,079,000

20030NCA7 / US20030NCA72

$983.84

$539,512,000

$1,219,000

7.125% Notes due 2028 issued by Comcast Cable

$292,883,000

872287AL1 / US872287AL19

$1,047.36

$135,962,000

3.550% Notes due 2028 issued by the Company

$784,735,000

20030NCH2 / US20030NCH26

$988.28

$269,973,000

$7,445,000

5.100% Notes due 2029 issued by the Company

$600,632,000

20030NEH0 / US20030NEH08

$1,021.93

$323,466,000

$3,047,000

4.550% Notes due 2029 issued by the Company

$832,642,000

20030NED9 / US20030NED93

$1,006.15

$358,308,000

$2,121,000

4.250% Notes due 2030 issued by the Company

$1,500,000,000

20030NCU3 / US20030NCU37

$989.26

$420,900,000

$10,433,000

3.400% Notes due 2030 issued by the Company

$1,600,000,000

20030NDG3 / US20030NDG34

$962.64

$911,233,000

$5,120,000

2.650% Notes due 2030 issued by the Company

$1,600,000,000

20030NDA6 / US20030NDA63

$939.11

$725,418,000

$159,000

(1) No representation is made by the Issuers as to the correctness or accuracy of the CUSIP numbers or ISINs listed in the Offer to Purchase

or printed on the Notes. They are provided solely for convenience.

(2) The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each

$1,000 principal amount of such series of Notes validly tendered for purchase.

(3) The amounts exclude the principal amounts of Notes for which Holders have complied with certain procedures applicable to guaranteed

delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered

pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m. (Eastern time) on June 4, 2026.

In total, $4,105,408,000 aggregate principal amount

of Notes have been accepted for purchase, excluding the Notes delivered pursuant to the Guaranteed Delivery Procedures. The Issuers’

obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions

described in the Offer to Purchase, including that the aggregate Total Consideration payable for all Notes purchased in the Offers not

exceed the Consideration Cap Amount (after giving effect to the increase described above), and on the Consideration Cap Amount (after

giving effect to the increase described above) being sufficient to pay the Total Consideration for all validly tendered and not validly

withdrawn Notes of such series (after accounting for all validly tendered Notes that have a higher Acceptance Priority Level as specified

in the table above) (the “Consideration Cap Condition”). The purchase of all the Notes validly tendered and not validly

withdrawn in the Offers (including those anticipated to be tendered pursuant to the Guaranteed Delivery Procedures) would cause the Consideration

Cap Condition to not be satisfied with respect to all Offers for the Notes. Accordingly, in accordance with the Consideration Cap Condition,

(i) the Issuers have accepted for purchase all of the Notes with an Acceptance Priority Level in the table

above of 1 through 10 (inclusive), in each case, that have been validly tendered and not validly withdrawn at or prior to the Expiration

Date (and will accept all Notes of such series that are properly tendered pursuant to the Guaranteed Delivery Procedures), and

(ii) the Issuers have not accepted for purchase any of the Notes with an Acceptance Priority Level in the table

above of 11 through 13 (inclusive).

Upon the terms and subject to the conditions set

forth in the Offer to Purchase, Holders whose Notes have been accepted by the Issuers for purchase in the Offers will receive the applicable

Total Consideration specified in the table above for each $1,000 principal amount of such Notes in cash on the Settlement Date.

In addition to the applicable Total Consideration,

Holders whose Notes have been accepted by the Issuers for purchase pursuant to an Offer will receive a cash payment equal to the accrued

and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding,

the Settlement Date (the “Accrued Coupon Payment”). Interest will cease to accrue on the Settlement Date for all Notes

accepted for purchase in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds

to Holders by The Depository Trust Company (“DTC”) or its participants.

The Issuers have retained Morgan Stanley &

Co. LLC and Wells Fargo Securities, LLC to act as dealer managers (the “Dealer Managers”) for the Offers. Questions

regarding the terms and conditions for the Offers should be directed to:

Morgan Stanley

Wells Fargo Securities

Morgan Stanley & Co. LLC

1585 Broadway, 6th Floor

New York, New York 10036

Toll Free: (800) 624-1808

Collect: (212) 761-1057

Email: LMNY@morganstanley.com

Attention: Liability Management Group

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

Toll Free: (866) 309-6316

Collect: (704) 410-4235

Email: liabilitymanagement@wellsfargo.com

Attention: Liability Management Group

Global Bondholder Services Corporation is acting

as the Information and Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies

of the Offer to Purchase may be directed to:

Global Bondholder Services Corporation

Offers Website: https://gbsc-usa.com/comcast

65 Broadway - Suite 404

New York, NY 10006

Banks and Brokers call: (212) 430-3774

All others call Toll Free: (855) 654-2015

You may also contact your broker, dealer, commercial

bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following

link: https://gbsc-usa.com/comcast.

If an Issuer terminates any of its Offers with

respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes tendered pursuant

to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked

in DTC will be released.

Offer and Distribution Restrictions

This news release is for informational

purposes only. This news release is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities of

the Issuers or any of its subsidiaries. The Offers are being made solely pursuant to the Offer to Purchase and the related Notice of Guaranteed

Delivery. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be

in compliance with the securities, “blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities

or “blue sky” laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made

on behalf of the Issuers by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such

jurisdiction. None of the Issuers, the Information and Tender Agent or the Dealer Managers, nor any of their affiliates, makes any recommendation

as to whether Holders should tender or refrain from tendering all or any portion of their Notes in response to the Offers.

No action has been or will be taken

in any jurisdiction that would permit the possession, circulation or distribution of either this news release, the Offer to Purchase or

any material relating to the Issuers or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither

this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed

or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country

or jurisdiction.

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA)

is a global media and technology company. From the connectivity and platforms we provide, to the content and experiences we create, our

businesses reach hundreds of millions of customers, viewers, and guests worldwide. We deliver world-class broadband, wireless, and video

through Xfinity, Comcast Business, and Sky; produce, distribute, and stream leading entertainment, sports, and news through brands including

NBC, Telemundo, Universal, Peacock, and Sky; and bring incredible theme parks and attractions to life through Universal Destinations &

Experiences. Visit www.comcastcorporation.com for more information.

Caution Concerning Forward-Looking Statements

This press release includes statements that may constitute forward-looking

statements about, among other things, the terms and timing for completion of the Offers, including the expected Settlement Date. In evaluating

these statements, readers should consider various factors, including the risks and uncertainties we describe in the “Risk Factors”

sections of our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and other reports filed with the

Securities and Exchange Commission (SEC). Factors that could cause our actual results to differ materially from these forward-looking

statements include changes in and/or risks associated with: the competitive environment; consumer behavior; the advertising market; consumer

acceptance of our content; programming costs; key distribution and/or licensing agreements; use and protection of our intellectual property;

our reliance on third-party hardware, software and operational support; keeping pace with technological developments; cyber attacks, security

breaches or technology disruptions; weak economic conditions; acquisitions and strategic initiatives; operating businesses internationally;

natural disasters, severe weather-related and other uncontrollable events; loss of key personnel; labor disputes; significant tax liability

if the separation of Versant is not tax-free; laws and regulations; adverse decisions in litigation or governmental investigations; and

other risks described from time to time in reports and other documents we file with the SEC. Readers are cautioned not to place undue

reliance on forward-looking statements, which speak only as of the date they are made, and involve risks and uncertainties that could

cause actual events or our actual results to differ materially from those expressed in any such forward-looking statements. We undertake

no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise.

Investor Contacts:

Marci Ryvicker (215) 286-4781

Jane Kearns (215) 286-4794

Press Contacts:

Jennifer Khoury (215) 286-7408

John Demming (215) 286-8011

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Jun. 03, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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