When did CHTR complete the Cox-related transaction referenced in this 8-K?

Charter reports that the transactions under the Transaction Agreement with Cox were completed on August 19, 2026. The subsequent supplemental indentures and guarantee arrangements were then executed and dated August 24, 2026.

Charter Communications (CHTR) unifies collateral for Cox and legacy secured notes

Q: Which major agreements are referenced for CHTR in this 8-K?

The 8-K references the Charter Credit Agreement originally dated March 18, 1999, as amended through May 6, 2026, and multiple indentures: the CCO Indenture, Cox Indenture, TWC Indenture and TWCE Indenture, each now supplemented to add new guarantors.

Q: Which new documents did CHTR file as exhibits in this 8-K?

The company filed as exhibits the Thirtieth Supplemental Indenture for CCO, the Twenty-Third Supplemental Indenture for Cox Communications, the Eleventh Supplemental Indenture for Time Warner Cable, and the Twentieth Supplemental Indenture for Time Warner Cable Enterprises, along with prior Cox indenture documents.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Charter Communications, Inc. (CHTR) reports post-closing steps related to its previously completed acquisition of Cox Communications’ commercial fiber and managed IT and cloud services businesses and the contribution of Cox’s residential cable business to Charter Communications Operating, LLC. The Transaction Agreement governing this deal was dated May 16, 2025, and the transaction closed on August 19, 2026.

On August 24, 2026, Charter and various subsidiaries executed multiple supplemental indentures and related documents so that certain Cox entities became guarantors of, and granted liens on substantially all of their assets and pledged equity interests to secure, obligations under the Charter Credit Agreement. Those Cox entities also became guarantors under the CCO, TWC and TWCE indentures. In addition, certain Charter subsidiaries and Cox entities guaranteed Cox Communications’ obligations under the Cox Indenture and granted security interests in collateral for the benefit of noteholders.

As a result, each series of secured notes across the combined Charter and Cox capital structure, together with obligations under the Charter Credit Agreement, is now guaranteed and secured on a pari passu basis by a common pool of collateral and obligors. The 8-K also lists the new Thirtieth, Twenty-Third, Eleventh and Twentieth Supplemental Indentures as exhibits.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Transaction closing date: August 19, 2026 Supplemental indentures execution date: August 24, 2026 Transaction Agreement date: May 16, 2025 +2 more

5 metrics

Transaction closing date August 19, 2026 Date Charter completed the Cox-related Transaction

Supplemental indentures execution date August 24, 2026 Date the new supplemental indentures and guarantees were entered into

Transaction Agreement date May 16, 2025 Date of the Transaction Agreement among Charter, Charter Communications Holdings, LLC and Cox Enterprises, Inc.

Charter Credit Agreement original date March 18, 1999 Original date of the Amended and Restated Credit Agreement for Charter

Most recent Charter Credit Agreement amendment May 6, 2026 Date of Amendment No. 7 to the Charter Credit Agreement

Key Terms

supplemental indenture, guarantors, pari passu, security interests in collateral, +1 more

5 terms

supplemental indenture financial

"entered into a Thirtieth Supplemental Indenture, entered into and dated as of August 24, 2026"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

guarantors financial

"add certain Cox entities as note guarantors"

pari passu financial

"are guaranteed and secured on a pari passu basis"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

security interests in collateral financial

"granted security interests in collateral for the benefit of holders"

off-balance sheet arrangement financial

"an obligation under an off-balance sheet arrangement of a registrant"

An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

FAQ

What did CHTR disclose in this 8-K about its debt structure after the Cox transaction?

Charter disclosed that certain Cox and Charter subsidiaries became guarantors of its secured debt and granted liens on substantially all assets, so that notes under the CCO, TWC, TWCE and Cox indentures and obligations under the Charter Credit Agreement are guaranteed and secured on a pari passu basis.

How does this 8-K affect the collateral securing CHTR’s debt?

The filing states that Cox entities and certain Charter subsidiaries granted security interests in collateral and pledged equity interests, aligning the collateral package so all covered secured notes and Charter Credit Agreement obligations share the same collateral and obligors on a pari passu basis.

Which major agreements are referenced for CHTR in this 8-K?

The 8-K references the Charter Credit Agreement originally dated March 18, 1999, as amended through May 6, 2026, and multiple indentures: the CCO Indenture, Cox Indenture, TWC Indenture and TWCE Indenture, each now supplemented to add new guarantors.

What is the significance of the pari passu treatment mentioned for CHTR debt?

The filing states that secured notes under the CCO, TWC, TWCE and Cox indentures and obligations under the Charter Credit Agreement are guaranteed and secured on a pari passu basis, meaning they share the same priority in the common collateral and guarantor structure.

Which new documents did CHTR file as exhibits in this 8-K?

The company filed as exhibits the Thirtieth Supplemental Indenture for CCO, the Twenty-Third Supplemental Indenture for Cox Communications, the Eleventh Supplemental Indenture for Time Warner Cable, and the Twentieth Supplemental Indenture for Time Warner Cable Enterprises, along with prior Cox indenture documents.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/27/2026 - 07:55 AM Accepted by SEC EDGAR 08/26/2026 - 06:01 AM

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): August 24, 2026

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 to 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
Series A Cumulative Redeemable Preferred Stock, $.001 Par Value	CHTRP	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. ¨

Co-Registrant CIK	0001271833
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-08-25
Incorporate State Country Code	Delaware
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant AddressLine1	400 Washington Blvd.
Co-Registrant City or Town	Stamford
Co-Registrant State	Connecticut
Co-Registrant Postal Zip code	06901
Co-Registrant City area code	203
Co-Registrant Local Phone number	905-7801
Co-Registrant Emerging Growth Company	false
Co-Registrant CIK	0001271834
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-08-25
Incorporate State Country Code	Delaware
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant AddressLine1	400 Washington Blvd.
Co-Registrant City or Town	Stamford
Co-Registrant State	Connecticut
Co-Registrant Postal Zip code	06901
Co-Registrant City area code	203
Co-Registrant Local Phone number	905-7801
Co-Registrant Emerging Growth Company	false

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously reported, on August 19, 2026, Charter Communications, Inc. (“Charter”) and its subsidiaries completed the transactions (the “Transaction”) contemplated by the Transaction Agreement, dated as of May 16, 2025, by and among Charter, Charter Communications Holdings, LLC and Cox Enterprises, Inc. (“Cox Enterprises”), pursuant to which Charter acquired the commercial fiber and managed IT and cloud services businesses of Cox Communications, LLC (formerly known as Cox Communications, Inc., “Cox Communications”) and Cox Enterprises contributed the residential cable business of Cox Communications to Charter Communications Operating, LLC (“CCO”). In connection with the closing of the Transaction, Charter and its subsidiaries entered into the following supplemental indentures to add certain subsidiaries of Cox Enterprises and Charter as additional guarantors and grant security interests in collateral.

Pursuant to the requirements of the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019 (as amended by Amendment No. 1, dated as of October 24, 2019, as further amended by Amendment No. 2, dated as of May 26, 2022, as further amended by Amendment No. 3, dated as of February 10, 2023, as further amended by Amendment No. 4, dated as of March 23, 2023, as further amended by Amendment No. 5, dated as of December 7, 2023, as further amended by Amendment No. 6, dated as of December 3, 2024, as further amended by Amendment No. 7, dated as of May 6, 2026 and as may be further amended, amended and restated, supplemented, restated or otherwise modified from time to time, the “Charter Credit Agreement”), by and among CCO Holdings, LLC, as holdings, CCO, as borrower, the lenders party thereto and Bank of America, N.A. (“BofA”), as administrative agent, on August 24, 2026, certain Cox entities became guarantors of and granted liens on substantially all of the assets and pledges of equity interest directly owned by them as collateral to secure the obligations under the Charter Credit Agreement by executing, among other things, an assumption agreement with BofA. Such Cox entities have also become guarantors under each of the indentures described below and have granted liens on such assets as collateral to secure the obligations under such indentures. With respect to the Cox Indenture (as defined below), the current guarantors of Charter’s secured debt, including the Charter Credit Agreement, the CCO Indenture (as defined below), the TWC Indenture (as defined below) and the TWCE Indenture (as defined below), have become guarantors of the Cox Indenture and have granted liens on such assets that constitute collateral under Charter’s secured debt to secure the obligations under the Cox Indenture.

As a result, each series of secured notes across the combined Charter and Cox capital structure benefits from the same collateral and obligors, such that the obligations under the notes issued under the CCO Indenture, the TWC Indenture, the TWCE Indenture and the Cox Indenture and the obligations under the Charter Credit Agreement are guaranteed and secured on a pari passu basis.

CCO Thirtieth Supplemental Indenture.

CCO, Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”), the new guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, entered into a Thirtieth Supplemental Indenture, entered into and dated as of August 24, 2026, to the Indenture, dated as of July 23, 2015, as previously supplemented (the “CCO Indenture”), to, among other things, add certain Cox entities as note guarantors. The foregoing description does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 hereto.

Cox Twenty-Third Supplemental Indenture.

Cox Communications, the new guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, entered into a Twenty-Third Supplemental Indenture, entered into and dated as of August 24, 2026, to the Indenture, entered into and dated as of June 27, 1995, as previously supplemented (the “Cox Indenture”), to add certain Charter subsidiaries and Cox entities as note guarantors. The foregoing description does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.2 hereto. The Cox Indenture, including supplements thereto, is filed as Exhibits 4.7 through 4.19.

TWC Eleventh Supplemental Indenture.

Time Warner Cable, LLC (“TWC”), the new guarantors party thereto and The Bank of New York Mellon, as trustee, entered into an Eleventh Supplemental Indenture, dated as of August 24, 2026, to the Indenture, entered into and dated as of April 9, 2007, as previously supplemented (the “TWC Indenture”), to, among other things, add certain Cox entities as note guarantors. The foregoing description does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.3 hereto.

TWCE Twentieth Supplemental Indenture.

Time Warner Cable Enterprises LLC (“TWCE”), the new guarantors party thereto and The Bank of New York Mellon, as trustee, entered into a Twentieth Supplemental Indenture, entered into and dated as of August 24, 2026, to the Indenture, dated as of April 30, 1992, as previously supplemented (the “TWCE Indenture”), to, among other things, add certain Cox entities as additional guarantors. The foregoing description does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.4 hereto.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. In connection with the Transaction, certain Cox entities have guaranteed the outstanding notes issued under the CCO Indenture, the TWC Indenture and the TWCE Indenture, and certain Charter subsidiaries and Cox entities have guaranteed the obligations of Cox Communications under the Cox Indenture and granted security interests in collateral for the benefit of holders, in each case as described in Item 1.01 above.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number		Description
4.1		Thirtieth Supplemental Indenture, dated as of August 24, 2026, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.

4.2		Twenty-Third Supplemental Indenture, dated as of August 24, 2026, among Cox Communications, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.

4.3		Eleventh Supplemental Indenture, dated as of August 24, 2026, among Time Warner Cable, LLC, the guarantors named therein and The Bank of New York Mellon, as trustee.

4.4		Twentieth Supplemental Indenture, dated as of August 24, 2026, among Time Warner Cable Enterprises LLC, the guarantors named therein and The Bank of New York Mellon, as trustee.

4.5		Indenture, dated as of June 27, 1995, among Cox Communications, Inc. and The Bank of New York as Trustee.

4.6		Officer’s Certificate of Cox Communications, Inc., dated as of July 27, 1998.

4.7		Eighth Supplemental Indenture, dated as of December 1, 2006, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.

4.8		Ninth Supplemental Indenture, dated as of June 5, 2008, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.

Exhibit Number		Description
4.9		Eleventh Supplemental Indenture, dated as of February 20, 2009, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.

4.10		Twelfth Supplemental Indenture, dated as of November 29, 2012, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.

4.11		Thirteenth Supplemental Indenture, dated as of May 1, 2013, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.

4.12		Fourteenth Supplemental Indenture, dated as of December 8, 2014, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.

4.13		Fifteenth Supplemental Indenture, dated as of September 13, 2016, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.

4.14		Sixteenth Supplemental Indenture, dated as of August 7, 2017, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.

4.15		Eighteenth Supplemental Indenture, dated as of September 17, 2020, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A. as Trustee.

4.16		Nineteenth Supplemental Indenture, dated as of June 2, 2021, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A. as Trustee.

4.17		Twentieth Supplemental Indenture, dated as of June 20, 2023, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A. as Trustee.

4.18		Twenty-First Supplemental Indenture, dated as of January 19, 2024, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A. as Trustee.

4.19		Twenty-Second Supplemental Indenture, dated as of August 20, 2024, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A. as Trustee.

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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
	Name:	Kevin D. Howard
	Title:	Executive Vice President, Chief Accounting Officer and Controller

Date: August 24, 2026

	CCO HOLDINGS, LLC,
	Registrant

	By:	/s/ Kevin D. Howard
	Name:	Kevin D. Howard
	Title:	Executive Vice President, Chief Accounting Officer and Controller

Date: August 24, 2026

	CCO HOLDINGS CAPITAL CORP.,
	Registrant

	By:	/s/ Kevin D. Howard
	Name:	Kevin D. Howard
	Title:	Executive Vice President, Chief Accounting Officer and Controller

Date: August 24, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

23 documents