Item 1A. RISK FACTORS

We are subject to risks related to our intention to separate into two independent publicly traded companies through a tax-free spin-off of NBCUniversal and Sky.

In June 2026, we announced our intention to separate into two independent publicly traded companies through a tax-free spin-off of NBCUniversal and Sky to better position each company to pursue its own strategic priorities, invest for growth and create long-term shareholder value as independent entities. The NBCUniversal Spin-off will be subject to the satisfaction of customary conditions, including obtaining final approval by our Board of Directors, receipt of tax opinions and regulatory approvals, and completion of financing arrangements. The failure to satisfy all of the required conditions, as well as additional factors such as conditions in the equity and debt markets and other external conditions, could delay completion of the NBCUniversal Spin-off relative to our expected timeline or prevent it from occurring at all. There is no guarantee that the NBCUniversal Spin-off, if completed, will be successful in meeting its objectives or achieving its intended benefits. Because completion of the NBCUniversal Spin-off will result in two companies that are smaller, each company will incur separate ongoing costs that may be shared today and may become more vulnerable to changing market conditions, which could adversely affect their respective businesses, financial condition and results of operations. In addition, we cannot predict whether the market value of our Class A common stock and the Class A common stock of NBCUniversal after the NBCUniversal Spin-off will be, in the aggregate, less than, equal to or greater than the market value of our Class A common stock prior to the NBCUniversal Spin-off. In addition, although we intend for the NBCUniversal Spin-off to be tax-free to our shareholders for U.S. federal income tax purposes, there can be no assurance that the NBCUniversal Spin-off will qualify as tax-free and, if the NBCUniversal Spin-off is ultimately determined to be taxable, we and/or holders of our common stock could be subject to substantial U.S. and/or applicable non-U.S. taxes as a result, and we could incur significant liabilities under applicable law.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below summarizes Comcast’s common stock repurchases during the three months ended June 30, 2026.

(a)In January of 2025, our Board of Directors approved a new share repurchase authorization of $15 billion, which has no expiration date. In connection with the proposed NBCUniversal Spin-off, we have suspended our share repurchase program as of the beginning of the third quarter of 2026.