Charter Communications (CHTR) adds Operating Capital Corp. as co-issuer on shelf

Rhea-AI Filing Summary

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.

Filing Explained

The August 6 post-effective amendment corrects an EDGAR registrant record while leaving the existing shelf’s future debt-offering capacity in place; it does not document a debt offering, issuance, or proceeds.

Key Figures

Registration Number: 333-297735 SIC Code: 4841 EIN of Charter Communications Operating Capital Corp.: 20-1044453

3 metrics

Registration Number 333-297735 Existing Form S-3 registration statement referenced in the amendment

SIC Code 4841 Primary standard industrial classification for additional registrant guarantors

EIN of Charter Communications Operating Capital Corp. 20-1044453 IRS Employer Identification Number listed in the table of additional registrants

Key Terms

Post-Effective Amendment, co-registrant, co-issuer, Rule 456(b), +2 more

6 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3..."

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

co-registrant regulatory

"...filed solely to add Charter Communications Operating Capital Corp. as a co-registrant..."

co-issuer financial

"...as an additional registrant and co-issuer of debt securities..."

A co-issuer is one of two or more legal entities that jointly issue the same security or debt and share legal responsibility for the payments and disclosures tied to that instrument. For investors, this matters because your claim and the credit backing the investment depend on the combined financial strength and obligations of all co-issuers—think of it like roommates co-signing a loan: the lender can pursue any or all signers if payments falter, so the weakest co-issuer can affect the whole investment.

Rule 456(b) regulatory

"In accordance with Rule 456(b) and 457(r), we are deferring payment..."

Rule 457(r) regulatory

"In accordance with Rule 456(b) and 457(r), we are deferring payment..."

indenture financial

"...with respect to the indenture, dated as of July 23, 2015..."

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Offering Details

shelf

Offering

Offering Type shelf

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Available on EDGAR 08/08/2026 - 02:16 PM Accepted by SEC EDGAR 08/06/2026 - 08:48 AM Learn about SEC filing dates

FAQ

What is Charter Communications, Inc. (CHTR) changing in this post-effective amendment?

Charter is adding Charter Communications Operating Capital Corp. as a co-registrant and co-issuer of debt securities on EDGAR. The amendment corrects an earlier administrative omission without altering the existing shelf prospectus or its terms.

Does this Charter (CHTR) amendment change the existing S-3 prospectus or terms of the offering?

No. Charter states that no changes or additions are being made to the prospectus forming part of the registration statement. Because the prospectus is unchanged, it is omitted and all substantive offering terms remain the same.

What is the purpose of adding Charter Communications Operating Capital Corp. for CHTR?

Charter explains that Charter Communications Operating Capital Corp. was originally included as an additional registrant and co-issuer of debt securities, but was not associated as a filer on EDGAR due to administrative error, which this amendment corrects.

Are any new securities or additional amounts being registered by Charter (CHTR) in this amendment?

The amendment is described as being filed solely to add a co-registrant. It does not describe any new securities or additional classes or amounts being registered beyond what is already covered by Registration No. 333-297735.

How are registration fees handled in Charter’s (CHTR) S-3 shelf after this amendment?

Charter notes that, under Rule 456(b) and Rule 457(r), payment of the SEC registration fee is deferred. Aggregate offering expenses will be estimated and disclosed in the applicable prospectus supplement when specific securities are actually offered.

Who signed this Charter (CHTR) amendment on behalf of the registrants?

The amendment is signed on behalf of the registrants by Kevin D. Howard, Executive Vice President, Chief Accounting Officer and Controller, and other officers and directors, with powers of attorney authorizing them to sign amendments and related registration statements.

As filed with the Securities and Exchange Commission on August 6, 2026

No. 333-297735

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-3
Registration Statement
UNDER
THE SECURITIES ACT OF 1933

Charter Communications, Inc.
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
CCO Holdings, LLC
CCO Holdings Capital Corp.*
(Exact name of registrant as specified in its charter)

Delaware Delaware Delaware Delaware Delaware (State or other jurisdiction of incorporation or organization) 4841
4841 4841 4841 4841
(Primary Standard Industrial
Classification Code Number) 84-1496755 43-1843260 20-1044453
86-1067239
20-0257904 (I.R.S. Employer
Identification Number)

400 Washington Blvd.

Stamford, Connecticut 06902
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jamal H. Haughton
Executive Vice President, General Counsel and Corporate Secretary

400 Washington Blvd.

Stamford, Connecticut 06902

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christian O. Nagler, P.C.

Diahndra Burman

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022-4611

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x		Accelerated filer	¨
Non-accelerated filer	¨ (do not check if a smaller reporting company)		Smaller reporting company	¨
			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 7(a)(2)(B) of Securities Act

*The companies listed in the Table of Additional Registrant Guarantors included in the Registration Statement are also included in this registration statement on Form S-3 as additional Registrant Guarantors.

TABLE OF ADDITIONAL REGISTRANTS

The following subsidiary of Charter Communications Operating, LLC is an additional Registrant under this registration statement. The address, including zip code, and telephone number, including area code, for the additional Registrant is c/o Charter Communications Operating, LLC, 400 Washington Blvd., Stamford, Connecticut 06902, (203) 905-7801. The primary standard industrial classification number for each of these additional Registrant Guarantors is 4841.

Exact Name of Additional Registrant Guarantor as Specified in its Charter		Jurisdiction of Incorporation or Organization		IRS Employer Identification Number
Charter Communications Operating Capital Corp.		Delaware		20-1044453

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-297735) (the “Registration Statement”) of Charter Communications, Inc. is being filed solely to add Charter Communications Operating Capital Corp. as a co-registrant associated with the Registration Statement on EDGAR. Charter Communications Operating Capital Corp. was included in the Registration Statement at the time of its initial filing as an additional registrant and co-issuer of debt securities, but was not associated with the filing as a filer on EDGAR at the time of the original submission due to administrative error. No changes or additions are being made to the prospectus that forms a part of the Registration Statement. Accordingly, such prospectus is omitted from this filing.

3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table shows the costs and expenses payable in connection with the sale and distribution of the securities being registered. All amounts except the SEC registration fee are estimated.

SEC registration fee		$	*
Accounting fees and expenses			**
Legal fees and expenses			**
Printing fees and expenses			**
Total		$	**

*In accordance with Rule 456(b) and 457(r), we are deferring payment of the registration fee.

**Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement on Form S-3. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.

Item 16. Exhibits

(a) Exhibits

The exhibit index filed as part of the Registration Statement is incorporated herein by reference.

II-1

INDEX TO EXHIBITS

Exhibit		Description
5.1		Legal Opinion of Kirkland & Ellis LLP relating to debt securities of Charter Communications Operating, LLC and Charter Communications Operating Capital Corp (previously filed as Exhibit 5.1 to the Registration Statement)
23.1		Consent of Kirkland & Ellis LLP (previously filed as Exhibit 23.1 to the Registration Statement and included with Exhibits 5.1, 5.2 and 5.3 to the Registration Statement)
23.2		Consent of KPMG LLP (St. Louis, MO) relating to the audit report on the financial statements of CCO Holdings, LLC and the audit report on the financial statements of Charter Communications, Inc. (previously filed as Exhibit 23.2 to the Registration Statement)
23.3		Consent of Deloitte & Touche LLP (incorporated herein by reference to Exhibit 23.1 to Charter Communications Inc.’s Current Report on Form 8-K dated and filed on August 3, 2026 (File No. 001-33664))
24.1		Powers of Attorney (included on the signature pages of this Form S-3 and incorporated by reference)
25.1		Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A. with respect to the indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (previously filed as Exhibit 25.1 to the Registration Statement)
107		Filing Fee Table (previously filed as Exhibit 107 to the Registration Statement)

† To be filed by amendment or as an exhibit with a subsequent Current Report on Form 8-K in connection with a specific offering

* Incorporated by reference and not filed herewith.

** To be filed as a 305 B2 filing at a later date when a trustee is named

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on August 6, 2026.

	CHARTER COMMUNICATIONS OPERATING, LLC
	Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
		Executive Vice President, Chief Accounting Officer and Controller
	CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
		Executive Vice President, Chief Accounting Officer and Controller
	CCO HOLDINGS, LLC
	Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
		Executive Vice President, Chief Accounting Officer and Controller
	CCO HOLDINGS CAPITAL CORP.
	Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
		Executive Vice President, Chief Accounting Officer and Controller
	CHARTER COMMUNICATIONS, INC.
	Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
		Executive Vice President, Chief Accounting Officer and Controller
	EACH OF THE ADDITIONAL REGISTRANT GUARANTORS NAMED ON THE TABLE OF ADDITIONAL REGISTRANT GUARANTORS (OTHER THAN SPECTRUM MOBILE EQUIPMENT, LLC)
	Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
		Executive Vice President, Chief Accounting Officer and Controller

	SPECTRUM MOBILE EQUIPMENT, LLC
	Registrant
	By:	/s/ Jeffrey B. Murphy
		Jeffrey B. Murphy
		Senior Vice President, Corporate Finance and Development

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jamal H. Haughton and Kevin D. Howard, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of each of Charter Communications Operating, LLC, CCO Holdings, LLC and each of the additional Registrant Guarantors named on the Table of Additional Registrant Guarantors (other than Spectrum Mobile Equipment, LLC).

Signature		Title		Date
/s/ Christopher L. Winfrey		President and Chief Executive Officer		July 27, 2026
Christopher L. Winfrey		(Principal Executive Officer)
/s/ Jessica M. Fischer		Chief Financial Officer		July 27, 2026
Jessica M. Fischer		(Principal Financial Officer)
/s/ Kevin D. Howard		Executive Vice President, Chief Accounting Officer and Controller		July 27, 2026
Kevin D. Howard		(Principal Accounting Officer)
*		Manager of Charter Communications Operating, LLC		July 27, 2026
Charter Communications, Inc.
*		Manager of CCO Holdings, LLC		July 27, 2026
Charter Communications, Inc.

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

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Danny L. Bowman and Jeffrey B. Murphy, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of Spectrum Mobile Equipment, LLC.

Signature		Title		Date
/s/ Danny L. Bowman		President		July 27, 2026
Danny L. Bowman		(Principal Executive Officer)
/s/ Jeffrey B. Murphy		Senior Vice President, Corporate Finance and Development		July 27, 2026
Jeffrey B. Murphy		(Principal Financial Officer)
/s/ Jason Schlueter		Vice President, Risk Management and Treasury		July 27, 2026
Jason Schlueter		(Principal Accounting Officer)
*		Manager of Spectrum Mobile Equipment, LLC		July 27, 2026
Charter Communications, Inc.

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

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jamal H. Haughton and Kevin D. Howard, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of each of Charter Communications Operating Capital Corp. and CCO Holdings Capital Corp.

Signature		Title		Date
/s/ Christopher L. Winfrey		President and Chief Executive Officer		July 27, 2026
Christopher L. Winfrey		(Principal Executive Officer)
/s/ Jessica M. Fischer		Chief Financial Officer		July 27, 2026
Jessica M. Fischer		(Principal Financial Officer)
/s/ Kevin D. Howard		Executive Vice President, Chief Accounting Officer and Controller		July 27, 2026
Kevin D. Howard		(Principal Accounting Officer)
/s/ Jeffrey B. Murphy		Sole Director of Charter Communications Operating Capital Corp.		July 27, 2026
Jeffrey B. Murphy
/s/ Jeffrey B. Murphy		Sole Director of CCO Holdings Capital Corp.		July 27, 2026
Jeffrey B. Murphy

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jamal H. Haughton and Kevin D. Howard, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of Charter Communications, Inc.

Signature		Title		Date
/s/ Christopher L. Winfrey		President and Chief Executive Officer, Director		July 27, 2026
Christopher L. Winfrey		(Principal Executive Officer)
/s/ Jessica M. Fischer		Chief Financial Officer		July 27, 2026
Jessica M. Fischer		(Principal Financial Officer)
/s/ Kevin D. Howard		Executive Vice President, Chief Accounting Officer and Controller		July 27, 2026
Kevin D. Howard		(Principal Accounting Officer)
/s/ Eric L. Zinterhofer		Non-Executive Chairman of the Board		July 27, 2026
Eric L. Zinterhofer
/s/ W. Lance Conn		Director		July 27, 2026
W. Lance Conn
/s/ Wade Davis		Director		July 27, 2026
Wade Davis
/s/ Kim C. Goodman		Director		July 27, 2026
Kim C. Goodman
/s/ John D. Markley, Jr.		Director		July 27, 2026
John D. Markley, Jr.
/s/ Steven Miron		Director		July 27, 2026
Steven Miron
/s/ Balan Nair		Director		July 27, 2026
Balan Nair
/s/ Michael Newhouse		Director		July 27, 2026
Michael Newhouse
/s/ Martin E. Patterson		Director		July 27, 2026
Martin E. Patterson
/s/ Mauricio Ramos		Director		July 27, 2026
Mauricio Ramos
/s/ Carolyn J. Slaski		Director		July 27, 2026
Carolyn J. Slaski
/s/ J. David Wargo		Director		July 27, 2026
J. David Wargo