Comcast Announces Debt Exchange Offers and Tender Offers

PHILADELPHIA–(BUSINESS WIRE)–Comcast Corporation (Nasdaq: CMCSA) (“Comcast”) today announced the commencement of two related transactions to repurchase seven series of its outstanding notes listed in the tables below.

Exchange Offers

The first transaction consists of seven separate private offers to exchange (the “Exchange Offers”) any and all of the outstanding series of notes listed in the tables below (collectively, the “Old Notes”) in exchange for newly issued debt securities of Comcast (the “New Notes”), on the terms and subject to the conditions set forth in the Offering Memorandum dated September 22, 2025 (the “Offering Memorandum”), the eligibility certification and the accompanying exchange offer notice of guaranteed delivery (the “Exchange Offer Notice of Guaranteed Delivery” which, together with the Offering Memorandum and the eligibility certification, constitute the “Exchange Offer Documents”). Only holders who have duly completed and returned an eligibility certification certifying that they are an Exchange Offer Eligible Holder (as defined below) are authorized to receive the Offering Memorandum and to participate in the Exchange Offers.

The Exchange Offers will each expire at 5:00 p.m. (Eastern time) on September 26, 2025, unless extended or earlier terminated (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the “Exchange Offer Expiration Date”). Old Notes tendered for exchange may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on September 26, 2025, unless extended or earlier terminated (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the “Exchange Offer Withdrawal Date”), but not thereafter, unless extended by Comcast. The “Exchange Offer Settlement Date” with respect to an Exchange Offer will be promptly following the Exchange Offer Expiration Date and is expected to be October 2, 2025.

Unless otherwise defined herein, capitalized terms used have the respective meanings assigned thereto in the Exchange Offer Documents.

On the terms and subject to the conditions set forth in the Exchange Offer Documents, Comcast is offering to exchange any and all of the Old 5.350% 2027 Notes, the Old 3.150% 2028 Notes, the Old 3.550% 2028 Notes, the Old 3.300% 2027 Notes and the Old 5.100% 2029 Notes (the “Pool 1 Notes”) for the New Notes due 2037 (the “New 2037 Notes”):

On the terms and subject to the conditions set forth in the Exchange Offer Documents, Comcast is offering to exchange any and all of the Old 4.150% 2028 Notes and the Old 4.550% 2029 Notes (the “Pool 2 Notes”) for the New Notes due 2038 (the “New 2038 Notes”):

(1) Subject to the satisfaction or waiver of the conditions of the Exchange Offers described in the Offering Memorandum, including if the applicable New Notes Capacity Condition (as defined below) and/or the corresponding applicable Cash Offer Completion Condition (as defined below) is not satisfied with respect to every series of Old Notes, the respective aggregate principal amounts of Pool 1 Notes and Pool 2 Notes of each series that are accepted for exchange will be based on the order of their respective Acceptance Priority Level for such series as set forth in the tables above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 5 and 2 being the lowest Acceptance Priority Level for the Pool 1 Notes and Pool 2 Notes, respectively), such that the aggregate principal amount of Pool 1 Notes accepted in the Exchange Offers results in the issuance of New 2037 Notes in an amount not exceeding the New 2037 Notes Maximum Amount (as defined below) and the aggregate principal amount of Pool 2 Notes accepted in the Exchange Offers results in the issuance of New 2038 Notes in an amount not exceeding the New 2038 Notes Maximum Amount (as defined below). It is possible that a series of Old Notes with a particular Acceptance Priority Level will not be accepted for exchange even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

(2) The Total Exchange Price payable per each $1,000 principal amount of a series of Old Notes validly tendered for exchange will be payable in a specified principal amount of New Notes and will be based on the fixed spread specified in the tables above (the “Fixed Spread”) for the applicable series, plus the yield of the specified Reference U.S. Treasury Security for that series (as quoted on the applicable Bloomberg Reference Page listed in the tables above as of 11:00 a.m. (Eastern time) on September 26, 2025, unless extended with respect to the applicable Exchange Offer (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the “Price Determination Date”). The Total Exchange Price does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Exchange Price.

Upon the terms and subject to the conditions set forth in the Exchange Offer Documents, Exchange Offer Eligible Holders (as defined below) who (i) validly tender, and who do not validly withdraw, Old Notes at or prior to the Exchange Offer Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all other required documents at or prior to the Exchange Offer Expiration Date and validly tender their Old Notes at or prior to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures, and whose Old Notes are accepted for exchange by us, will receive the applicable Total Exchange Price for each $1,000 principal amount of such Old Notes, which will be payable in principal amount of New Notes.

Comcast is offering to accept for exchange validly tendered Old Notes using a “waterfall” methodology, applied respectively to each pool of notes listed above (each, a “Pool”), under which such Old Notes of different series will be accepted in the order of their respective Acceptance Priority Levels in each respective Pool as listed in the tables above, subject to (1) a $1.75 billion cap on the maximum aggregate principal amount of New 2037 Notes that Comcast will issue in all of the Exchange Offers for the Pool 1 Notes (the “New 2037 Notes Maximum Amount”) and (2) a $2.00 billion cap on the maximum aggregate principal amount of New 2038 Notes that Comcast will issue in all of the Exchange Offers for the Pool 2 Notes (the “New 2038 Notes Maximum Amount” and each of the New 2037 Notes Maximum Amount and the New 2038 Notes Maximum Amount, a “New Notes Maximum Amount”). However, subject to applicable law, Comcast, in its sole discretion, has the option to waive or increase the New Notes Maximum Amount at any time.

Subject to the satisfaction or waiver of the conditions of the Exchange Offers described in the Offering Memorandum, Comcast will, on a Pool by Pool basis, in accordance with the Acceptance Priority Levels, accept for exchange all Old Notes of each series validly tendered and not validly withdrawn, so long as (1) the Total Exchange Price for all validly tendered and not validly withdrawn Old Notes of such series, plus (2) the Total Exchange Price for all validly tendered and not validly withdrawn Old Notes of all series having a higher Acceptance Priority Level than such series of Old Notes is equal to, or less than, the applicable New Notes Maximum Amount for that Pool; provided, however, Comcast may: (x) waive the New Notes Capacity Condition with respect to one or more Exchange Offers and accept all Old Notes of the series sought in such Exchange Offer, and of any series of Old Notes sought in Exchange Offers with a higher Acceptance Priority Level, validly tendered and not validly withdrawn; or (y) skip any Exchange Offer for Old Notes that would have caused the applicable New Notes Maximum Amount to be exceeded and exchange all Old Notes of a given series in an Exchange Offer having a lower Acceptance Priority Level so long as Comcast is able to exchange the full amount of validly tendered and not validly withdrawn Notes in such Exchange Offer without exceeding the applicable New Notes Maximum Amount. Subject to applicable law, Comcast may waive or increase the applicable New Notes Maximum Amount at any time.

The Total Exchange Price payable per each $1,000 principal amount of a series of Old Notes validly tendered for exchange will be payable in a specified principal amount of New Notes and will be based on the Fixed Spread specified in the tables above for the applicable series of Old Notes, plus the yield of the specified Reference U.S. Treasury Security for that series (as quoted on the applicable Bloomberg Reference Page listed in the tables above) as of 11:00 a.m. (Eastern time) on September 26, 2025, unless extended with respect to the applicable Exchange Offer. Comcast will announce the applicable Total Exchange Price for each series of Old Notes as soon as practicable after such prices are determined by the joint-lead dealer managers on the Exchange Offer Price Determination Date.

In addition to the applicable Total Exchange Price, Exchange Offer Eligible Holders (as defined below) whose Old Notes are accepted for exchange will receive a cash payment equal to the accrued and unpaid interest on such Old Notes from and including the immediately preceding interest payment date for such Old Notes to, but excluding, the Exchange Offer Settlement Date. Interest will cease to accrue on the Exchange Offer Settlement Date for all Old Notes accepted in the Exchange Offers, including those Old Notes tendered through the Guaranteed Delivery Procedures.

The New 2037 Notes will mature on January 15, 2037 and will bear interest at a rate per annum equal to the sum of (a) the yield of the 4.250% U.S. Treasury Security due August 15, 2035, as calculated by the joint-lead dealer managers in accordance with standard market practice and as described in the Offering Memorandum, plus (b) 100 basis points, such sum rounded to the third decimal place when expressed as a percentage.

The New 2038 Notes will mature on January 15, 2038 and will bear interest at a rate per annum equal to the sum of (a) the yield of the 4.250% U.S. Treasury Security due August 15, 2035, as calculated by the joint-lead dealer managers in accordance with standard market practice and as described in the Offering Memorandum, plus (b) 105 basis points, such sum rounded to the third decimal place when expressed as a percentage.

Pursuant to the applicable Minimum Issue Requirement for each Pool, Comcast will not complete (1) the Exchange Offers for the series of Pool 1 Notes if the aggregate principal amount of New 2037 Notes to be issued would be less than $500 million and (2) the Exchange Offers for the series of Pool 2 Notes if the aggregate principal amount of New 2038 Notes to be issued would be less than $500 million. Comcast may not waive the Minimum Issue Requirement.

In addition to the Minimum Issue Requirement, Comcast’s obligation to accept any series of Old Notes tendered in the Exchange Offers is subject to the satisfaction of certain conditions applicable to the Exchange Offer for such series as described in the Offering Memorandum, including, among others, the applicable New Notes Capacity Condition and the applicable Cash Offer Completion Condition. Comcast expressly reserves the right, subject to applicable law, to waive any and all conditions to any Exchange Offer, other than conditions described by Comcast as non-waivable.

The maximum principal amount of New 2037 Notes that Comcast will issue in all the Exchange Offers for the Pool 1 Notes and the maximum principal amount of New 2038 Notes that Comcast will issue in all the Exchange Offers for the Pool 2 Notes will not exceed the applicable New Notes Maximum Amount, unless waived by Comcast as provided herein. Notwithstanding any other provision in the Offering Memorandum to the contrary, if at the Exchange Offer Expiration Date, for a particular Exchange Offer, the Total Exchange Price payable for all validly tendered Old Notes of a particular series is greater than the applicable New Notes Maximum Amount (after exchanging all validly tendered Old Notes of each series with a higher Acceptance Priority Level), then Comcast will not be obligated to accept for exchange, or issue any New Notes in exchange for, such series of Old Notes and may terminate the Exchange Offer with respect to such series of Old Notes (the “New Notes Capacity Condition”) in accordance with the Acceptance Priority Procedures described in the Offering Memorandum.

Each series of Old Notes that is subject to an Exchange Offer pursuant to the Exchange Offer Documents is also subject to a corresponding Cash Offer (as defined below) pursuant to the Offer to Purchase (as defined below), which Cash Offer is only available to Ineligible Holders. The Acceptance Priority Levels for the Cash Offers correspond to the Acceptance Priority Levels in the Exchange Offers. Comcast’s obligation to complete an Exchange Offer with respect to a particular series of Old Notes is conditioned on the timely satisfaction or waiver of all conditions precedent to the completion of the corresponding Cash Offer for such series of Old Notes (with respect to each Exchange Offer, the “Cash Offer Completion Condition”), and Comcast’s obligation to complete a Cash Offer with respect to a particular series of Old Notes is subject to various conditions, as set forth in the Offer to Purchase, including (i) that all of the conditions precedent to the completion of the corresponding Exchange Offer are timely satisfied or waived and (ii) that the aggregate amount of cash (excluding any payments of accrued and unpaid interest) that would have to be paid to purchase any and all of the validly tendered Old Notes of such series in such Cash Offer does not exceed the applicable maximum cash amount specified in the Offer to Purchase. Comcast will terminate an Exchange Offer for a given series of Old Notes if it terminates the Cash Offer for such series of Old Notes, and Comcast will terminate the Cash Offer for a given series of Old Notes if it terminates the Exchange Offer for such series of Old Notes. The termination of a Cash Offer for a series of Old Notes will not impact the Exchange Offers for any other series of Old Notes. A Cash Offer Completion Condition may not be waived by Comcast. If Comcast extends any Cash Offer for a series of Old Notes for any reason, Comcast will extend the corresponding Exchange Offer for such series Old Notes.

If and when issued, the New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Comcast will enter into a registration rights agreement with respect to the New Notes.

Global Bondholder Services Corporation will act as the Information Agent and the Exchange Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation at (212) 430-3774. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Exchange Offer Documents can be accessed at the following link: https://gbsc-usa.com/eligibility/comcast.

Cash Offers

The second transaction consists of seven separate offers to purchase for cash (the “Cash Offers”) any and all of each series of Old Notes, on the terms and subject to the conditions set forth in the Offer to Purchase dated September 22, 2025 (the “Offer to Purchase”), the certification instructions letter (the “Certification Instructions Letter”) and the accompanying cash offer notice of guaranteed delivery (the “Cash Offer Notice of Guaranteed Delivery” which, together with the Offer to Purchase and the Certification Instructions Letter, constitute the “Tender Offer Documents” and, collectively with the Exchange Offer Documents, the “Offer Documents”). Only holders who are not Exchange Offer Eligible Holders (as defined below) are eligible to participate in the Cash Offers (“Cash Offer Eligible Holders”). Holders of Old Notes participating in the Cash Offers will be required to complete the Certification Instructions Letter and certify that they are Cash Offer Eligible Holders.

On the terms and subject to the conditions set forth in the Tender Offer Documents, Comcast is offering to purchase for cash any and all of the Pool 1 Notes:

On the terms and subject to the conditions set forth in the Tender Offer Documents, Comcast is offering to purchase for cash any and all of the Pool 2 Notes:

(1) Subject to the satisfaction or waiver of the conditions of the Cash Offers for each Pool described in the Offer to Purchase, including if the applicable Maximum Total Consideration Condition (as defined below) is not satisfied with respect to every series of Old Notes, Comcast will accept each series of Old Notes for purchase in the order of their respective Acceptance Priority Level for such series as set forth specified in the tables above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 5 and 2 being the lowest Acceptance Priority Level for the Pool 1 Notes and Pool 2 Notes, respectively), such that the aggregate Total Consideration, excluding the Accrued Coupon Payment (as defined below), payable for the Pool 1 Notes purchased in the Cash Offers results in an amount not exceeding the Maximum Pool 1 Consideration Amount and the aggregate Total Consideration, excluding the Accrued Coupon Payment, payable for the Pool 2 Notes purchased in the Cash Offers results in an amount not exceeding the Maximum Pool 2 Consideration Amount. It is possible that a series of Old Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level for that Pool are accepted for purchase.

(2) The Total Consideration for each series of Old Notes (such consideration, the “Total Consideration”) validly tendered will be determined in accordance with standard market practice, as described in the Offer to Purchase, to result in a Total Consideration payable per each $1,000 principal amount of each series of Old Notes that equates to a yield to the Par Call Date or maturity date, as applicable, as described in Annex A to the Offer to Purchase, in accordance with the formula set forth in Annex A to the Offer to Purchase, for the applicable series of Old Notes, equal to the sum of (i) the yield corresponding to the bid side price of the applicable Reference U.S. Treasury Security specified in the tables above for such series of Old Notes at 11:00 a.m. (Eastern time) on September 26, 2025, unless extended with respect to the applicable Cash Offer (such date and time with respect to a Cash Offer, as the same may be extended with respect to such Cash Offer, the “Price Determination Date”) quoted on the applicable Bloomberg reference page listed in the tables above plus (ii) the applicable Fixed Spread specified in the tables above for such series of Old Notes. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

The Cash Offers will each expire at 5:00 p.m. (Eastern time) on September 26, 2025, unless extended or earlier terminated (such date and time with respect to a Cash Offer, as the same may be extended with respect to such Cash Offer, the “Cash Offer Expiration Date”). Old Notes tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on September 26, 2025, unless extended or earlier terminated (such date and time with respect to a Cash Offer, as the same may be extended with respect to such Cash Offer, the “Cash Offer Withdrawal Date”), but not thereafter, unless extended by Comcast. The “Cash Offer Settlement Date” with respect to a Cash Offer will be promptly following the Cash Offer Expiration Date and is expected to be October 2, 2025.

Unless otherwise defined herein, capitalized terms used have the respective meanings assigned thereto in the Tender Offer Documents.

Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Cash Offer Eligible Holders who (i) validly tender Old Notes at or prior to the Cash Offer Expiration Date or (ii) deliver a properly completed and duly executed Cash Offer Notice of Guaranteed Delivery at or prior to the Cash Offer Expiration Date and validly tender their Old Notes at or prior to 5:00 p.

Contacts

Investor Contacts:
Marci Ryvicker (215) 286-4781

Jane Kearns (215) 286-4794

Marc Kaplan (215) 286-6527

Press Contacts:
Jennifer Khoury (215) 286-7408

John Demming (215) 286-8011

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