Item 1.01. Entry into a Material Definitive Agreement

On May 19, 2020, Cable One, Inc. (the "Company") entered into an underwriting agreement ("Underwriting Agreement") with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 250,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), in a registered public offering ("Offering") pursuant to the Company's shelf registration statement on Form S-3 (Registration File No. 333-238465). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option for 30 days to purchase an additional 37,500 shares of Common Stock, which option was exercised in full on May 20, 2020. For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.

On May 22, 2020, the Company closed the Offering. The Company intends to use a portion of the net proceeds from the Offering to repay outstanding borrowings under its revolving credit facility and the remainder for general corporate purposes, which may include strategic acquisitions and investments.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No.    Description
  1.1            Underwriting Agreement, dated as of May 19, 2020, between Cable
               One, Inc. and J.P. Morgan Securities LLC, as representative of the
               several underwriters named therein.
  5.1            Opinion of Cravath, Swaine & Moore LLP.
  23.1           Consent of Cravath, Swaine & Moore LLP (included in Exhibit
               5.1).

104            The cover page of this Current Report on Form 8-K, formatted in
               Inline XBRL.

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