Private Placement, Management Change/Compensation (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

As previously disclosed, on April 4, 2019, CommScope Holding Company, Inc. (the "Company") issued and sold 1,000,000 shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $1.0 billion, or $1,000 per share, pursuant to an Investment Agreement by and between the Company and Carlyle Partners VII S1 Holdings, L.P. ("Carlyle"), dated as of November 8, 2018. Also, as previously disclosed, through June 30, 2025, the Company has paid dividends in kind in the aggregate amount of 261,310 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock. The material terms of the Series A Preferred Stock are described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2019, which description is incorporated by reference herein.

On September 25, 2025, the Board of Directors of the Company declared a dividend (the "Dividend") on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind in the form of 17,343 shares of Series A Preferred Stock in the aggregate, plus $12.50 in cash in the aggregate in lieu of fractional shares. The Company expects to pay the Dividend on September 30, 2025.

The Dividend is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act. Carlyle represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing the shares of Series A Preferred Stock and/or shares of the Company's common stock, par value $0.01 per share, issued upon conversion of Series A Preferred Stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers..

As previously reported on a Form 8-K filed with the Commission on August 7, 2025, the Company and Amphenol Corporation, a Delaware corporation ("Amphenol"), have entered into a Purchase Agreement, pursuant to which Amphenol has agreed to purchase, and the Company has agreed to sell, the Company's Connectivity and Cable Solutions reporting segment ("CCS") (the "Transaction").

On September 24, 2025, the Compensation Committee of the Company's Board of Directors amended the Award Certificate relating to 32,050 non-qualified stock options held by Koen ter Linde, its Senior Vice President and President, CCS. Pursuant to the terms of the amendment, if Mr. ter Linde's employment is terminated resulting from the successful closing of the Transaction and while his options remain outstanding, then instead of lapsing three months following such termination, his options instead will lapse on the earliest to occur of the expiration date of the options and one year after the date of such qualifying termination. Mr. ter Linde's options were granted in May of 2019, have an exercise price equal to $18.60 per share, and are fully vested. No other provisions of the Award Certificate were changed.