[8-K] Charter Comm Inc Del CL A New Reports Material Event

Rhea-AI Filing Summary

Charter Communications (NASDAQ: CHTR) reported the results of its 31-Jul-2025 special stockholder meeting held to authorize a multi-step transaction with Cox Enterprises. All four proposals passed by overwhelming majorities, clearing the final shareholder hurdle for Charter to acquire 100% of Cox Communications’ commercial fiber, managed IT and cloud services subsidiaries and to receive Cox’s residential cable assets via contribution to Charter Holdings.

Key approvals include:

• Share issuance: authority to issue one new share of Class C common stock and ≈33.6 million common and convertible preferred units of Charter Holdings carrying an aggregate $6.0 billion liquidation preference and a 6.875 % dividend (votes For/Against: 142.42 m/0.08 m).
• Second Amended & Restated Certificate of Incorporation establishing Class C stock (142.39 m/0.11 m).
• Four non-binding governance features embedded in the charter (each approved with >99.9 % support).
• Adjournment authority (136.50 m/6.01 m) – now moot given successful votes.

Quorum was easily met with 126.7 m Class A votes and the single Class B share representing 15.8 m votes present. Passage enables Charter to proceed toward closing, issue the new securities to Cox Enterprises, and integrate the acquired fiber and cable assets, subject only to remaining regulatory and closing conditions. No financial results or updated guidance were provided.

Positive

• Shareholder approval eliminates major closing contingency, accelerating timeline for acquisition of Cox fiber and cable assets.
• Transaction expands Charter’s presence in enterprise fiber and cloud services, offering potential revenue diversification and cross-selling opportunities.
• , limiting immediate leverage increase.

Negative

• Approx. 33.6 million new units and 6.875 % preferred dividend introduce dilution and ongoing cash obligations.
• Governance concessions grant Cox Enterprises board influence and voting restrictions that could limit future strategic flexibility.

Insights

Financial Analyst

TL;DR: Shareholder approval removes major deal risk; integration/dilution trade-off now the key focus.

With 99%+ support, investors endorsed Charter’s $6 billion preferred-equity financed purchase of Cox’s commercial fiber operations and residential cable assets. Approval eliminates execution overhang and keeps the transaction on its anticipated H2-25 close timetable. The deal broadens Charter’s enterprise footprint and adds scale in high-growth fiber and cloud services. While the 6.875% preferred dividend and 33.6 m new units are dilutive, Charter avoids large cash outlay and preserves leverage flexibility. Given limited organic growth in legacy cable, diversification into enterprise fiber is strategically positive and could be accretive once synergies materialize. Rating: positive impact.

Corporate Governance Expert

TL;DR: Charter embeds Cox & A/N board rights; governance changes largely routine for strategic investor entry.

The amended charter codifies board composition, decision standards and voting restrictions negotiated with Cox Enterprises and Advance/Newhouse. Although these features limit certain future flexibility, they reflect customary protections for a large strategic shareholder contributing significant assets. Advisory votes show minimal shareholder resistance, suggesting governance concessions are viewed as acceptable relative to strategic benefits. Impact judged neutral; core economics drive valuation.

000109166700012718330001271834falsefalsefalse0001091667chtr:CCOHoldingsLLCMember2025-07-312025-07-310001091667chtr:CCOHoldingsCapitalCorp.Member2025-07-312025-07-3100010916672025-07-312025-07-31

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2025

Charter Communications, Inc.

CCO Holdings, LLC

CCO Holdings Capital Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

001-33664						84-1496755
001-37789						86-1067239
333-112593-01						20-0257904
(Commission File Number)						(I.R.S. Employer Identification Number)

400 Washington Blvd.

Stamford, Connecticut 06902

(Address of principal executive offices including zip code)

(203) 905-7801

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $.001 Par Value			CHTR			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On July 31, 2025, Charter Communications, Inc. (“Charter”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Transaction Agreement, dated as of May 16, 2025 (the “Transaction Agreement”), by and among Charter, Charter Communications Holdings, LLC, a subsidiary of Charter (“Charter Holdings”), and Cox Enterprises, Inc. (“Cox Enterprises”), pursuant to which (i) Cox Enterprises will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications, Inc., a wholly owned subsidiary of Cox Enterprises (“Cox Communications”), that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses, (ii) Cox Enterprises will contribute the equity interests of Cox Communications (after its conversion into a limited liability company pursuant to the pre-closing restructuring described in the definitive proxy statement filed by Charter with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025 (the “proxy statement”)) and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings, and (iii) Cox Enterprises will pay $1.00 to Charter.

As of the close of business on June 27, 2025, the record date for the Special Meeting, there were 136,627,994 shares of Class A common stock, par value $0.001 per share ("Charter Class A common stock"), outstanding and eligible to vote, representing the same number of votes, and 1 share of Class B common stock, par value $0.001 per share ("Charter Class B common stock"), outstanding and eligible to vote, representing 15,824,243 votes. At the Special Meeting, 126,737,100 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 15,824,243 votes, were represented in person or by proxy, constituting a quorum to conduct business.

The votes cast for all matters are set forth below:

1.Approval of the issuance of (i) one share of a new class of Charter common stock, par value $0.001 per share (the “Charter Class C common stock”) and (ii) approximately 33.6 million common units of Charter Holdings and convertible preferred units of Charter Holdings with an aggregate liquidation preference of $6.0 billion, which will pay a 6.875% dividend per annum (including shares of Charter Class A common stock which may be issued upon exchange or conversion of such common units or convertible preferred units of Charter Holdings), in each case in connection with the transactions contemplated by the Transaction Agreement (the “share issuance” and such proposal, the “share issuance proposal”).

For

Against

Abstain

Broker Non-Votes

142,421,886

83,940

55,517

N/A

Approval of the share issuance proposal required the affirmative vote of the holders of a majority of the votes cast by holders of Charter Class A common stock and Charter Class B common stock, voting together as a single class, in each case at the Charter special meeting.

2.Approval of the adoption of the Second Amended and Restated Certificate of Incorporation of Charter, a copy of which is attached as Annex D to the proxy statement (the “amended certificate of incorporation”), which will include the creation of the new Charter Class C common stock (the “certificate amendment” and such proposal, the “certificate amendment proposal”).

For

Against

Abstain

Broker Non-Votes

142,389,018

106,689

65,636

N/A

Approval of the certificate amendment proposal required the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter Class A common stock and Charter Class B common stock, voting together as a single class.

3.Separate approval (on a non-binding advisory basis) of the following features of the amended certificate of incorporation:

3a.a feature of the amended certificate of incorporation that will set forth the composition requirements for the Charter board of directors (the “Charter Board”) that are required by the amended and restated stockholders agreement with Cox Enterprises and Advance/Newhouse Partnership (“A/N”), a copy of which is attached as Annex E to the proxy statement (the “amended stockholders agreement” and such proposal, the “governance proposal 1”);

For

Against

Abstain

Broker Non-Votes

142,387,841

106,757

66,745

N/A

3b.a feature of the amended certificate of incorporation that will specify standards for decisions by the Charter Board that are required by the amended stockholders agreement (such proposal, the “governance proposal 2”);

For

Against

Abstain

Broker Non-Votes

142,391,775

104,582

64,986

N/A

3c.a feature of the amended certificate of incorporation that will provide for certain voting restrictions on Cox Enterprises and A/N that are required by the amended stockholders agreement (such proposal, the “governance proposal 3”); and

For

Against

Abstain

Broker Non-Votes

142,400,711

94,728

65,904

N/A

3d.a feature of the amended certificate of incorporation that will clarify the stockholder vote required for amendments to the amended certificate of incorporation to increase or decrease the number of authorized shares of Charter common stock or preferred stock (such proposal, the “governance proposal 4” and collectively with the governance proposal 1, the governance proposal 2 and the governance proposal 3, the “governance proposals”).

For

Against

Abstain

Broker Non-Votes

142,408,590

87,495

65,258

N/A

Approval of the governance proposals (which are non-binding advisory proposals) required the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter Class A common stock and Charter Class B common stock, voting together as a single class.

4.Approval of the adjournment of the Charter special meeting from time to time to solicit additional proxies in favor of the certificate amendment proposal or the share issuance proposal if there are insufficient votes at the time of such adjournment to approve such proposals or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (the “adjournment proposal”).

For

Against

Abstain

Broker Non-Votes

136,501,722

6,011,127

48,494

N/A

Approval of the adjournment proposal required the affirmative vote of the holders of shares having a majority of the voting power of the shares of Charter common stock that are present in person or represented by proxy at the Charter special meeting and entitled to vote on the proposal at the Charter special meeting, voting together as a single class.

No other matters were considered and voted on by the stockholders at the Special Meeting.

As a result of the votes cast as reported above, the stockholders approved (i) the share issuance proposal, (ii) the certificate amendment proposal, (iii) the governance proposals, and (iv) the adjournment proposal.

ITEM 7.01 REGULATION FD DISCLOSURE.

On July 31, 2025, Charter issued a press release announcing that Charter stockholders approved each of the proposals presented at the Special Meeting. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The furnishing of the attached press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in Charter’s filings with the SEC and other public announcements that Charter has made and may make from time to time by press release or otherwise.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by Charter, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit						Description
99.1*						Press Release dated July 31, 2025.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

			CHARTER COMMUNICATIONS, INC.
			Registrant
			By:						/s/ Kevin D. Howard
									Kevin D. Howard
Date: August 1, 2025									Executive Vice President, Chief Accounting Officer and Controller
			CCO Holdings, LLC
			Registrant
			By:						/s/ Kevin D. Howard
									Kevin D. Howard
Date: August 1, 2025									Executive Vice President, Chief Accounting Officer and Controller
			CCO Holdings Capital Corp.
			Registrant
			By:						/s/ Kevin D. Howard
									Kevin D. Howard
Date: August 1, 2025									Executive Vice President, Chief Accounting Officer and Controller

FAQ

What did Charter Communications (CHTR) shareholders approve on 31-Jul-2025?

Investors authorized the Class C share issuance, $6 billion of Charter Holdings units, amendments to the certificate of incorporation, four governance items and adjournment rights.

How many new securities will Charter issue to Cox Enterprises?

Approximately 33.6 million common and convertible preferred Charter Holdings units plus one share of new Class C common stock.

What dividend rate will the new preferred units carry?

The convertible preferred units will pay a 6.875 % annual dividend on their $6 billion liquidation preference.

Why is Charter acquiring Cox assets?

The deal adds Cox’s commercial fiber, managed IT and cloud services businesses, and residential cable assets, expanding Charter’s enterprise footprint and broadband scale.

Does the vote completion mean the transaction is closed?

No. Shareholder approval removes a key obstacle, but closing still depends on regulatory approvals and customary conditions.

Will current CHTR shareholders experience dilution?

Yes. Issuing new units and a Class C share increases Charter’s equity base, though management chose equity over additional debt to limit leverage.