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Charter Communications, Inc. filed a post-effective amendment to its existing shelf registration to correct an administrative issue. The amendment adds Charter Communications Operating Capital Corp. as a co-registrant and co-issuer of debt securities on EDGAR.
The company states that no changes or additions are being made to the prospectus that is part of the registration statement, and that the prospectus is therefore omitted. Registration fees continue to be deferred under Rule 456(b) and Rule 457(r), with issuance expenses to be detailed in future prospectus supplements.
Charter Communications outlines the expected impact of its pending acquisition of Cox Communications’ businesses and provides Cox’s latest standalone results. Under a May 2025 Transaction Agreement, Charter will acquire Cox’s commercial fiber and managed IT/cloud subsidiaries and receive Cox’s residential cable business via contribution, while the combined entity assumes approximately $12.4 billion of Cox debt and finance leases and Cox Enterprises pays Charter $1.
The preliminary purchase price is about $14.3 billion, funded through roughly $4.2 billion of cash (including new debt) and equity in Charter Holdings common and convertible preferred units. Pro forma for the first half of 2026, the combined company would have had $33.2 billion in revenue and net income attributable to Charter shareholders of $2.2 billion, after higher depreciation, amortization and interest and increased noncontrolling interests. Cox’s own first-half 2026 revenue was $6.1 billion with net income of $874 million.
The materials also show that in March 2026 the U.S. Supreme Court reversed a prior adverse copyright verdict in the Sony Music matter and final judgment has been entered in Cox’s favor, concluding that case. Detailed unaudited pro forma condensed combined financial statements and Cox interim financials are provided as exhibits.
Vanguard Capital Management reported beneficial ownership of common stock of Charter Communications Inc.. Vanguard and certain affiliated entities collectively hold 6,180,603 shares, representing 5.02% of Charter’s common stock outstanding.
Vanguard has sole voting power over 838,157 shares and sole dispositive power over all 6,180,603 shares, with no shared voting or dispositive power reported. The holdings include shares held by Vanguard funds and managed accounts for which Vanguard or its specified affiliates exercise voting and/or dispositive power, and no single underlying client has more than 5% interest in the class.
Charter Communications executive Kevin D. Howard, EVP/CAO/Controller, received two equity awards on July 27, 2026. He was granted 901 stock options to acquire Class A common stock at an exercise price of $128.20 per share, vesting 100% on July 27, 2029 and expiring July 27, 2036, unless earlier terminated under the 2019 Stock Incentive Plan. He was also granted 234 Restricted Stock Units, which will vest 100% on July 27, 2029; the RSUs have no exercise price or expiration date.
BlackRock, Inc. reported beneficial ownership of 6,774,488 shares of Charter Communications, Inc. Class A Stock on a Schedule 13G, representing 5.5% of the class. These shares are held by certain reporting business units of BlackRock and its subsidiaries and affiliates.
BlackRock has sole voting power over 6,197,623 shares and sole dispositive power over 6,774,488 shares, with no shared voting or dispositive power. Various underlying persons have rights to dividends or sale proceeds, but no individual person has an interest in more than five percent of Charter’s outstanding common shares.
Charter Communications, Inc. and its financing subsidiaries have filed an automatic shelf registration statement on Form S-3 as a well-known seasoned issuer, allowing them to offer and sell, from time to time, secured or unsecured debt securities in an unlimited amount on a continuous or delayed basis.
Debt may be issued by Charter, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC and CCO Holdings Capital Corp., and may be guaranteed and/or secured by a large group of operating subsidiaries listed as additional registrant guarantors. Specific terms, including aggregate offering size, pricing, guarantees, collateral and use of proceeds, will be set out in one or more prospectus supplements for each series of debt.
The business description highlights Charter’s Spectrum-branded broadband, video, voice, mobile and advertising services, with network-based connectivity products offered to homes and businesses across numerous U.S. states.
Charter Communications reported Q2 2026 revenue of $13,526 million, down 1.7% year over year, as lower Internet, video and voice revenue and a higher seamless entertainment allocation more than offset growth in mobile service, advertising and commercial revenue. Net income attributable to Charter shareholders was $1,292 million, slightly below $1,301 million a year earlier, while Adjusted EBITDA declined 4.3% to $5,449 million.
For the first half of 2026, revenue was $27,123 million and free cash flow was $2,341 million, driven by $8,229 million of cash from operating activities and offset by $5,726 million of capital expenditures focused on network evolution, customer equipment and line extensions. Total debt principal was $93,845 million, with net debt to last‑twelve‑months Adjusted EBITDA at 4.18x; Charter redeemed 2026 and 2027 senior notes and repurchased $1.2 billion of additional notes, generating a $239 million net gain on extinguishment of debt.
The company continued substantial capital returns, buying back 8.3 million Class A shares in the first half for $1,801 million, leaving $365 million of remaining board authorization. Customer metrics showed fewer Internet and voice customers but 12.54 million mobile lines, up from 10.86 million. Charter also detailed the pending Cox Transactions, which at closing will involve approximately $4.2 billion of cash consideration, $6.0 billion of 6.875% convertible preferred units, about 33.6 million Charter Holdings common units and the assumption of roughly $12.4 billion of Cox Communications net debt.
Liberty Broadband Corp, a director and large shareholder of Charter Communications, disposed of 129,907 shares of Charter Class A common stock back to Charter at $135.88 per share in an exempt disposition to the issuer under Rule 16b-3 and existing stockholder and letter agreements. Following the transaction, Liberty Broadband, through wholly owned subsidiaries, indirectly holds 38,593,563 Charter shares.
Liberty Broadband Corp, a director and more than 10% owner of Charter Communications, disposed of 31,315 shares of Class A common stock back to Charter at $162.86 per share in a transaction classified as a disposition to the issuer.
After this exempt Rule 16b-3 transaction, Liberty Broadband indirectly holds 38,723,470 Charter shares through wholly owned subsidiaries, indicating only a small reduction in its overall position and no open-market trading activity.
Charter Communications director emeritus Thomas Rutledge reported open-market sales of Charter Class A common stock. On May 26, 2026, he sold 69,633 shares at a weighted average price of about $144.45, leaving 3,968 shares held directly.
On May 27, 2026, trusts for the benefit of his adult children sold a total of 18,200 shares at weighted average prices of about $146.92 and $146.96, with those trust positions reduced to zero. The filing notes these prices reflect multiple trades within stated ranges and that Rutledge, as trustee, is not a beneficiary of the trusts and disclaims beneficial ownership of those securities.