Charter Comm Inc Del CL A New 8-K Filings

Charter Communications, Inc. (CHTR) announced a planned Chief Financial Officer transition. Jessica M. Fischer has resigned as CFO to pursue another opportunity and is expected to remain in the role through October 15, 2026, assisting with the transition and the closing of the quarter ending September 30, 2026. The company states her decision was not due to any disagreement regarding operations, policies, practices, or financial reporting, and it has not changed its previously provided financial outlook or financial policy.

The Board appointed Kevin D. Howard, age 57 and currently Executive Vice President, Chief Accounting Officer and Controller, as Interim CFO and as principal financial and accounting officer under the Exchange Act, effective October 15, 2026, until a successor is appointed. Howard has been with Charter since 2002 and previously served as interim CFO in 2010. Charter issued a press release on August 31, 2026, describing the transition.

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.

Charter Communications, Inc. (CHTR) reported final settlement of previously announced private exchange offers by its subsidiaries Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. for multiple series of existing senior secured notes. The issuers exchanged outstanding notes of various maturities for a mix of cash and new senior secured notes.

For Pool 1, the issuers previously issued $1,686,285,000 of 7.087% Senior Secured Notes due 2038 in exchange for $2,664,699,000 of existing notes, and on August 24, 2026 issued an additional $55,928,000 of 2038 Notes in exchange for $84,390,000 of Pool 1 Notes. For Pool 2, they previously issued $1,627,538,000 of 7.337% Senior Secured Notes due 2041 in exchange for $2,689,366,000 of existing notes, and issued an additional $35,750,000 of 2041 Notes in exchange for $60,634,000 of Pool 2 Notes.

A Twenty-Ninth Supplemental Indenture was executed, under which the additional notes are senior secured obligations, guaranteed on a senior secured basis by CCO Holdings, LLC and specified subsidiaries, and secured by a pari passu first-priority lien on the same collateral that secures the credit agreement. The indenture permits optional redemptions, includes make-whole premiums before June 1, 2038/2041, and contains customary covenants and events of default allowing acceleration upon specified triggers.

Charter Communications, Inc. (CHTR) completed two major transactions: an all‑stock acquisition of Liberty Broadband and the Cox Transactions, making Charter the parent of Cox’s broadband, video and related businesses and leaving Liberty as a wholly owned subsidiary that is then merged into a Charter subsidiary.

Liberty shareholders received 0.236 share of Charter Class A per Liberty common share and one Charter preferred share per Liberty preferred share. Charter retired about 38.6 million Charter shares previously owned by Liberty and issued about 33.9 million new shares, a net reduction of roughly 4.7 million shares outstanding, and issued about 7.2 million Charter preferred shares. In the Cox deal, Charter paid Cox affiliates $3.5 billion in cash for commercial businesses, plus $724 million in cash, 60.0 million Charter Holdings convertible preferred units with $6.0 billion liquidation preference and 6.875% coupon, and about 33.6 million Charter Holdings common units priced at $353.64, while approximately $12 billion of Cox debt and finance leases remain at Charter subsidiaries. Cox affiliates now hold just over the equivalent of 46 million Charter shares, or about 26% of fully diluted shares; Liberty ceases to be a direct shareholder. Governance shifts include a 13‑member board, Cox designees joining, Liberty designees departing, and Alex Taylor becoming Chairman.

Charter Communications, Inc. (CHTR), through subsidiaries Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., issued $4.75 billion of senior secured notes under an automatic shelf registration. The issuance consists of $1.75 billion of 6.050% notes due 2032, $1.0 billion of 6.600% notes due 2034, $1.0 billion of 6.950% notes due 2036 and $1.0 billion of 7.850% notes due 2056.

The notes are senior secured obligations, guaranteed on a senior secured basis by CCO Holdings, LLC and subsidiaries that guarantee CCO’s credit agreement, and secured by a pari passu first‑priority lien on the same collateral. Interest is payable semi‑annually each February 15 and August 15, starting February 15, 2027.

Each series is redeemable at any time before specified dates (January 15, 2032; December 15, 2033; May 15, 2036; February 15, 2056) at 100% of principal plus interest and a make‑whole premium, and thereafter at par plus accrued interest. The indenture includes customary covenants and events of default, including nonpayment, covenant breaches, issues with guarantees or collateral, and certain bankruptcy or insolvency events.

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.

Charter Communications, Inc. (CHTR) reports that its subsidiaries have launched two private debt exchange offers, each capped at $1.75 billion in new senior secured notes. Pool 1 exchanges seven existing series into New 2038 Notes; Pool 2 exchanges five series into New 2041 Notes, both with registration rights and issuance at par. The new coupons will equal the yield on 4.375% U.S. Treasuries due 2036 plus 2.45% for 2038s and 2.70% for 2041s. Eligible holders who tender by August 5, 2026 receive a $50 early exchange premium per $1,000 and, for some series, additional cash components.

The exchanges are limited to qualified institutional buyers and certain non‑U.S. investors and are subject to conditions, including that at least $500 million of each new series be issued. Charter also provides audited and pro forma financials for Cox Communications ahead of the previously announced Cox Transactions, under which Charter will acquire Cox’s commercial fiber and managed IT/cloud businesses and assume approximately $12.6 billion of Cox net debt and finance leases.

Charter Communications approved a new employment agreement for Executive Vice President, General Counsel & Corporate Secretary Jamal Haughton, effective May 15, 2026 and running through May 15, 2028. He will continue in his current role.

The agreement provides an annual base salary of $825,000, a target annual cash bonus equal to 160% of base salary, and, starting in 2027, annual equity awards with a grant date fair value of at least $4,000,000 in options and restricted stock units. On May 15, 2026, he also received a one-time top up equity award valued at $656,250 that cliff vests on the third anniversary of grant, subject to continued employment.

If his employment is terminated involuntarily without cause, for good reason, or after a Company non-renewal, he is eligible for cash severance equal to 2.0× the sum of base salary and target bonus, a prorated bonus based on actual performance, COBRA cost reimbursement for 24 months, and up to 12 months of executive outplacement services. He is subject to confidentiality, noncompetition covenants for two years post-termination, and nonsolicitation covenants for one year.

Charter Communications reported first quarter 2026 revenue of $13.6 billion, down 1.0% year-over-year, as lower residential video and Internet revenue offset growth in mobile and other categories. Net income attributable to Charter shareholders was $1.2 billion, down 4.4%, while Adjusted EBITDA slipped 2.2% to $5.6 billion.

Free cash flow declined to $1.4 billion from $1.6 billion as capital expenditures rose 19% to $2.9 billion, including $812 million of line extensions and significant network evolution spend. Charter added 368,000 mobile lines, took Internet customers down by 120,000, and repurchased 4.3 million shares for $963 million.

Charter Communications, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance by 16.0 million shares, effective April 21, 2026.

All nominated directors were elected, with individual support levels generally above 90% of votes cast. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of KPMG LLP as independent public accounting firm for the year ending December 31, 2026.

A stockholder proposal requesting a political expenditures report did not receive enough support to pass. At the meeting, 141,178,369 shares of common stock were outstanding and eligible to vote, including Charter Communications Holdings, LLC common units on an as-exchanged basis.

Charter Communications appointed Nick Jeffery as Chief Operating Officer effective September 1, 2026, adding a seasoned telecom executive to lead Marketing and Sales, Field Operations, and Customer Operations across Spectrum’s 41-state footprint.

Jeffery’s employment agreement provides a base salary of $1,500,000 and a target annual bonus equal to 225% of base salary, with his 2026 bonus prorated. Within about 30 days of his start date, he will receive stock options with a grant date fair value of $20,000,000 and restricted stock units valued at $500,000, subject to multi-year vesting and continued employment. He is also eligible for recurring annual equity awards with a target value of $11,750,000, reduced to $5,875,000 for 2026.

If Charter terminates him without cause, he resigns for good reason, or the term is not renewed, he may receive cash severance equal to two times salary plus target bonus, a prorated bonus based on actual performance, up to 24 months of COBRA cost reimbursement, and up to 12 months of outplacement services, conditioned on a release of claims and compliance with confidentiality, non-compete and non-solicit covenants.

Charter Communications reported mixed fourth quarter and full-year 2025 results, showing modest revenue pressure but stronger cash generation. Fourth quarter revenue was $13.6 billion, down 2.3% year-over-year, while net income attributable to Charter shareholders was $1.3 billion. Adjusted EBITDA was $5.7 billion, down 1.2%.

For 2025, Charter generated revenue of $54.8 billion, down 0.6% from 2024, and Adjusted EBITDA of $22.7 billion, up 0.6%. Full-year free cash flow rose to $5.0 billion from $4.3 billion, helped by lower cash taxes and interest. Capital expenditures were $11.7 billion, including $3.9 billion of line extensions, as Charter invested heavily in network evolution and rural builds.

Operationally, fourth quarter Internet customers declined by 119,000 to 29.7 million, while mobile lines grew by 428,000 to 11.8 million, and video customers increased by 44,000 to 12.6 million. As of December 31, 2025, total debt principal was $94.6 billion. Charter repurchased 17.1 million shares and units during 2025 for approximately $5.4 billion, including 2.9 million shares for $760 million in the fourth quarter.

Charter Communications, Inc. entered into a new employment agreement with Executive Vice President and Chief Commercial Officer Adam Ray, effective January 19, 2026 and running through January 19, 2028 unless ended earlier. The deal sets a minimum annual base salary of $750,000 and a target annual cash bonus equal to 160% of his base salary. Beginning in 2027, Ray is to receive annual equity awards with a grant date fair value of at least $4,250,000 in a mix of options and restricted stock units.

On January 20, 2026, he also received a one-time top up equity award with a grant date fair value of $500,000 that cliff vests on the third anniversary of grant, subject to continued employment. If Charter terminates him without cause or he resigns for good reason, he is eligible for cash severance equal to 2.0 times his base salary plus target bonus for that year, 24 months of COBRA cost reimbursement, and up to 12 months of executive outplacement services. He remains subject to confidentiality, intellectual property, and nondisparagement obligations, a two-year noncompetition covenant, and one-year nonsolicitation covenants.

Charter Communications’ subsidiaries CCO Holdings, LLC and CCO Holdings Capital Corp. issued new senior notes to institutional investors on January 13, 2026. They sold $1.75 billion of 7.000% Senior Notes due 2033 and $1.25 billion of 7.375% Senior Notes due 2036 in a private offering under Rule 144A and Regulation S.

The notes are general unsecured obligations of the issuers and are not guaranteed. Interest on both series is payable semiannually on February 1 and August 1, starting August 1, 2026. The issuers may redeem the 2033 Notes before February 1, 2029 and the 2036 Notes before February 1, 2031 at a make‑whole price, and may also redeem up to 40% of each series at specified premiums using proceeds from certain equity offerings.

The indenture includes typical covenants limiting additional debt, restricted payments, certain investments, liens, asset sales, mergers and affiliate transactions, and provides a 101% repurchase right for holders after a defined change of control triggering event. A registration rights agreement requires an exchange offer or shelf registration, with additional interest of up to 0.5% per year if registration obligations are not met.

Charter Communications, Inc., together with CCO Holdings, LLC and CCO Holdings Capital Corp., filed an update related to its previously announced transaction with Cox Enterprises. Under a May 16, 2025 Transaction Agreement, Cox Enterprises will (i) sell and transfer to Charter 100% of the equity interests in certain subsidiaries of Cox Communications that run commercial fiber and managed IT and cloud services businesses, (ii) contribute the equity interests of Cox Communications and certain other assets primarily tied to its residential cable business to Charter Holdings, and (iii) pay $1.00 to Charter.

Charter is now providing unaudited interim condensed consolidated financial statements of Cox Communications as of and for the nine months ended September 30, 2025, along with unaudited pro forma condensed combined financial statements for Charter as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024. These pro formas illustrate how the Transactions would have affected Charter’s financial statements if they had occurred earlier. The companies also reiterate extensive forward-looking statement cautions and risks related to closing, integration, leverage and shareholder impacts.

Charter Communications, Inc. reports that director David C. Merritt has informed the Board of his intention to retire from the Board of Directors, effective January 26, 2026. The company states that his resignation is not the result of any dispute or disagreement with Charter on any matter relating to its operations, policies or practices.

Charter Communications, Inc. approved an amended and restated employment agreement for President and CEO Christopher L. Winfrey effective December 1, 2025. The agreement runs through December 1, 2028 and keeps him on the board nomination slate during the term.

Mr. Winfrey will receive at least a $2,500,000 annual base salary and a target annual bonus equal to 300% of salary, with his 2025 bonus prorated. Beginning in 2027, he is scheduled to receive annual stock option grants with a grant date fair value of at least $23,000,000, plus a one-time top-up stock option award of $6,000,000 in 2026. The agreement details severance, change-in-control and death or disability protections, subject to non-compete and other covenants.

The Compensation and Benefits Committee also approved a one-time contingent equity award for all Executive Vice Presidents, including named executive officers, triggered by the closing of previously announced transactions with Cox Enterprises. Each award equals 1.5 times the executive’s annual long-term incentive target, split 50% stock options and 50% RSUs, with options vesting on the fourth anniversary and RSUs vesting half on the second and half on the fourth anniversary.

Charter Communications, Inc., together with CCO Holdings, LLC and CCO Holdings Capital Corp., furnished an 8-K under Item 2.02 announcing results for the third quarter ended September 30, 2025. The results were provided via a press release attached as Exhibit 99.1 and are furnished, not filed.

The filing includes a cautionary statement on forward-looking statements, citing risks such as competition, regulatory effects, access to funding, and references to the Liberty Broadband Combination and the Cox Transactions. Charter’s Class A common stock trades on the NASDAQ Global Select Market under the symbol CHTR.

Charter Communications filed an 8-K reporting the execution of a Twenty-Sixth Supplemental Indenture and the forms for two new series of senior secured notes. The filing references a 5.850% Senior Secured Note due 2035 and a 6.700% Senior Secured Note due 2055, and includes a press release dated September 2, 2025, announcing the closing of the sale of those notes.

The submission also references the original indenture from July 23, 2015, a legal opinion and consent from Kirkland & Ellis LLP, and the Inline XBRL cover page. The exhibits listed are the supplemental indenture, note forms, legal opinion/consent, and the press release; one exhibit is incorporated by reference rather than filed.

Charter Communications, Inc., along with CCO Holdings, LLC and CCO Holdings Capital Corp., reported that on August 18, 2025, affiliates Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. entered into an underwriting agreement for a new senior secured notes offering. The agreement covers the issuance and sale of $1,250,000,000 principal amount of 5.850% Senior Secured Notes due 2035 and $750,000,000 principal amount of 6.700% Senior Secured Notes due 2055. Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives of the underwriters. The agreement includes customary representations, warranties, covenants, closing conditions, indemnification and termination provisions, and is filed as an exhibit.

Charter Communications, Inc., together with co-registrants CCO Holdings, LLC and CCO Holdings Capital Corp., filed a current report to provide additional financial information related to its previously announced transaction with Cox Enterprises. Under a May 16, 2025 Transaction Agreement, Cox Enterprises will sell to Charter 100% of the equity interests of certain Cox Communications subsidiaries that operate commercial fiber and managed IT and cloud services, contribute the equity of Cox Communications (after its conversion into a limited liability company) and certain other residential cable assets to Charter Holdings, and pay $1.00 to Charter.

The report makes available unaudited interim condensed consolidated financial statements of Cox Communications, Inc. as of and for the six months ended June 30, 2025, along with unaudited pro forma condensed combined financial statements for Charter as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024. These pro forma statements illustrate how Charter’s results might look as if the Cox transactions had occurred on the specified earlier dates.

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.