Charter Communications (CHTR) sets unlimited automatic shelf for future debt

Rhea-AI Filing Summary

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.

Filing Explained

The July 27 filing registers automatic shelf capacity for future debt offerings by Charter and its subsidiaries; it does not report a specific offering, issuance, sale, proceeds, or dilution, so existing common holders have no disclosed ownership change from this filing itself.

Key Figures

Homes and businesses passed: 59 million States served: 41 states Max Internet speed: 1 Gbps +2 more

5 metrics

Homes and businesses passed 59 million Services available to nearly 59 million homes and small to large businesses across 41 states

States served 41 states Spectrum-branded services offered across 41 U.S. states

Max Internet speed 1 Gbps Spectrum Internet products with speeds up to 1 Gbps across the entire footprint

Annual report date December 31, 2025 Charter and CCO Holdings annual financial statements referenced as of December 31, 2025

Prospectus date July 27, 2026 Base prospectus for the automatic shelf is dated July 27, 2026

Key Terms

automatic shelf registration statement, well-known seasoned issuer, additional Registrant Guarantors, indenture, +1 more

5 terms

automatic shelf registration statement regulatory

"This prospectus is part of an automatic shelf registration statement that we filed"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

well-known seasoned issuer regulatory

"as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act"

A well-known seasoned issuer (WKSI) is a large, established public company that meets regulatory size and reporting tests and is granted special, faster options to sell new securities to raise money. Think of it like a trusted borrower with a standing credit line: investors and markets see it as more familiar and the company can access capital quickly with less paperwork, which can affect share supply and investor returns.

additional Registrant Guarantors financial

"may be guaranteed by Charter, any of the CCOH Issuers and/or any of the additional Registrant Guarantors"

indenture financial

"Indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC"

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.

First Lien Intercreditor Agreement financial

"First Lien Intercreditor Agreement, dated as of May 18, 2016, by and among Charter Communications Operating, LLC"

Offering Details

shelf

Offering

Offering Type shelf

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Available on EDGAR 08/10/2026 - 04:00 PM Accepted by SEC EDGAR 07/27/2026 - 12:00 AM Learn about SEC filing dates

FAQ

What does Charter Communications (CHTR) register under this new Form S-3ASR?

Charter Communications and related issuers register the ability to offer secured or unsecured debt securities, potentially guaranteed by numerous subsidiaries, in unlimited aggregate amounts. Exact terms for each series, including size, pricing and guarantees, will appear in separate prospectus supplements.

Who are the issuers and guarantors under Charter (CHTR)'s automatic shelf registration?

Issuers include Charter, CCO, CCO Capital, CCO Holdings and CCO Holdings Capital. Debt can be guaranteed by Charter, those issuers and many operating subsidiaries listed as additional Registrant Guarantors, creating a broad guarantee structure for future debt offerings.

How and when can Charter (CHTR) sell debt securities under this shelf?

The filing allows debt sales from time to time on a continuous or delayed basis through underwriters, dealers, agents or direct sales. Each transaction’s plan of distribution and counterparties will be detailed in a related prospectus supplement for that specific offering.

What use of proceeds does Charter (CHTR) disclose for future debt offerings?

Charter states it will use net proceeds from any future securities sales as described in the applicable prospectus supplement. The base prospectus leaves flexibility; specific applications of funds will be provided deal by deal when individual offerings are launched.

How large is Charter (CHTR)'s broadband footprint described in this prospectus?

The business summary notes services available to nearly 59 million homes and businesses across 41 states under the Spectrum brand. Spectrum Internet is offered with speeds up to 1 Gbps systemwide and multi-gigabit speeds in parts of the network.

What is the significance of Charter (CHTR) being a well-known seasoned issuer?

As a well-known seasoned issuer, Charter can use an automatic shelf registration, permitting immediate effectiveness and unlimited registered capacity for eligible securities. This structure provides flexibility to access capital markets quickly when it chooses to issue debt.

TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on July 27, 2026

No. 333-     ​

​

​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

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. ☒.

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 ☒ ​	​	​	Accelerated filer ☐ ​	​
​	Non-accelerated filer ☐ ​	​	​	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 below in the Table of Additional Registrant Guarantors are also included in this registration statement on Form S-3 as additional Registrant Guarantors.

​

​

​

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TABLE OF ADDITIONAL REGISTRANT GUARANTORS

The following subsidiaries of Charter Communications Operating, LLC may guarantee the Debt Securities issued hereunder and are additional Registrant Guarantors under this registration statement. The address, including zip code, and telephone number, including area code, for each of the additional Registrant Guarantors 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	​
BHN IP Enabled Services, LLC	​	​	Delaware	​	​	99-1515245	​
Bresnan Broadband Holdings, LLC	​	​	Delaware	​	​	13-4119839	​
Bresnan Broadband of Colorado, LLC	​	​	Colorado	​	​	35-2403834	​
Bresnan Broadband of Montana, LLC	​	​	Montana	​	​	32-0334681	​
Bresnan Broadband of Wyoming, LLC	​	​	Wyoming	​	​	61-1642737	​
Bresnan Digital Services, LLC	​	​	Delaware	​	​	38-3833973	​
Bright House Networks Information Services (Alabama), LLC	​	​	Delaware	​	​	20-1544201	​
Bright House Networks Information Services (California), LLC	​	​	Delaware	​	​	20-1544390	​
Bright House Networks Information Services (Florida), LLC	​	​	Delaware	​	​	59-3758339	​
Bright House Networks Information Services (Indiana), LLC	​	​	Delaware	​	​	20-1544486	​
Bright House Networks Information Services (Michigan), LLC	​	​	Delaware	​	​	20-1544302	​
CC Fiberlink, LLC	​	​	Delaware	​	​	43-1928509	​
CC VI Fiberlink, LLC	​	​	Delaware	​	​	20-0310684	​
CC VII Fiberlink, LLC	​	​	Delaware	​	​	20-0310704	​
CCO Fiberlink, LLC	​	​	Delaware	​	​	20-0310854	​
CCO NR Holdings, LLC	​	​	Delaware	​	​	86-1067241	​
Charter Communications ASC, LLC	​	​	Delaware	​	​	93-4070587	​
Charter Communications SSC, LLC	​	​	Delaware	​	​	93-4084052	​
Charter Communications, LLC	​	​	Delaware	​	​	43-1659860	​
Charter Communications VI, L.L.C.	​	​	Delaware	​	​	43-1854208	​
Charter Communications VI HoldCo, LLC	​	​	Delaware	​	​	75-2775560	​
Charter Distribution, LLC	​	​	Delaware	​	​	74-3089287	​
Charter Fiberlink – Alabama, LLC	​	​	Delaware	​	​	20-0193389	​
Charter Fiberlink – Georgia, LLC	​	​	Delaware	​	​	20-0193674	​
Charter Fiberlink – Illinois, LLC	​	​	Delaware	​	​	43-1943035	​
Charter Fiberlink – Maryland II, LLC	​	​	Delaware	​	​	81-2255084	​
Charter Fiberlink – Michigan, LLC	​	​	Delaware	​	​	43-1875389	​
Charter Fiberlink – Missouri, LLC	​	​	Delaware	​	​	43-1928511	​
Charter Fiberlink – Nebraska, LLC	​	​	Delaware	​	​	81-0547765	​
Charter Fiberlink – Tennessee, LLC	​	​	Delaware	​	​	20-0193707	​
Charter Fiberlink CA-CCO, LLC	​	​	Delaware	​	​	43-1943040	​
Charter Fiberlink CC VIII, LLC	​	​	Delaware	​	​	43-1793439	​
Charter Fiberlink CCO, LLC	​	​	Delaware	​	​	43-1876029	​
Charter Fiberlink CT-CCO, LLC	​	​	Delaware	​	​	20-0339366	​
Charter Fiberlink LA-CCO, LLC	​	​	Delaware	​	​	20-0709283	​

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Exact Name of Additional Registrant Guarantor as Specified in its Charter	​	​	Jurisdiction of Incorporation or Organization	​	​	IRS Employer Identification Number	​
Charter Fiberlink MA-CCO, LLC	​	​	Delaware	​	​	20-0258357	​
Charter Fiberlink MS-CCVI, LLC	​	​	Delaware	​	​	20-0709405	​
Charter Fiberlink NC-CCO, LLC	​	​	Delaware	​	​	20-0258604	​
Charter Fiberlink NH-CCO, LLC	​	​	Delaware	​	​	20-0709514	​
Charter Fiberlink NV-CCVII, LLC	​	​	Delaware	​	​	20-0474139	​
Charter Fiberlink NY-CCO, LLC	​	​	Delaware	​	​	20-0426827	​
Charter Fiberlink OR-CCVII, LLC	​	​	Delaware	​	​	20-0474232	​
Charter Fiberlink SC-CCO, LLC	​	​	Delaware	​	​	43-1943037	​
Charter Fiberlink TX-CCO, LLC	​	​	Delaware	​	​	43-1943038	​
Charter Fiberlink VA-CCO, LLC	​	​	Delaware	​	​	20-0709822	​
Charter Fiberlink VT-CCO, LLC	​	​	Delaware	​	​	20-0258644	​
Charter Fiberlink WA-CCVII, LLC	​	​	Delaware	​	​	20-0474261	​
Charter IP Enabled Services, LLC	​	​	Delaware	​	​	92-3313105	​
Charter Leasing Holding Company, LLC	​	​	Delaware	​	​	47-4669203	​
Charter Procurement Leasing, LLC	​	​	Delaware	​	​	47-4657690	​
DukeNet Communications, LLC	​	​	Delaware	​	​	27-2985707	​
Innovar Media LLC	​	​	Delaware	​	​	46-5437739	​
Spectrum Advanced Services, LLC	​	​	Delaware	​	​	26-0354307	​
Spectrum Fiberlink Florida, LLC	​	​	Delaware	​	​	84-4375530	​
Spectrum Gulf Coast, LLC	​	​	Delaware	​	​	45-4608769	​
Spectrum Mid-America, LLC	​	​	Delaware	​	​	45-4593320	​
Spectrum Mobile Equipment, LLC	​	​	Delaware	​	​	82-3887201	​
Spectrum Mobile, LLC	​	​	Delaware	​	​	82-2492552	​
Spectrum New York Metro, LLC	​	​	Delaware	​	​	45-4593291	​
Spectrum NLP, LLC	​	​	Delaware	​	​	45-1560311	​
Spectrum Northeast, LLC	​	​	Delaware	​	​	45-4593341	​
Spectrum Oceanic, LLC	​	​	Delaware	​	​	45-4593273	​
Spectrum Originals Development, LLC	​	​	Delaware	​	​	83-1623014	​
Spectrum Originals, LLC	​	​	Delaware	​	​	82-3414467	​
Spectrum Pacific West, LLC	​	​	Delaware	​	​	45-4593361	​
Spectrum Reach, LLC	​	​	Delaware	​	​	27-4633156	​
Spectrum RSN, LLC	​	​	Delaware	​	​	83-1611206	​
Spectrum SN, LLC	​	​	Delaware	​	​	93-1943164	​
Spectrum Southeast, LLC	​	​	Delaware	​	​	45-4608839	​
Spectrum SportsNet, LLC	​	​	Delaware	​	​	93-1958585	​
Spectrum Sunshine State, LLC	​	​	Delaware	​	​	02-0636401	​
Spectrum TV Essentials, LLC	​	​	Delaware	​	​	83-4704194	​
Spectrum Wireless Holdings, LLC	​	​	Delaware	​	​	83-1856732	​
Time Warner Cable Business LLC	​	​	Delaware	​	​	35-2466312	​
Time Warner Cable Enterprises LLC	​	​	Delaware	​	​	45-4854395	​
Time Warner Cable Information Services (Alabama), LLC	​	​	Delaware	​	​	20-0639409	​

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Exact Name of Additional Registrant Guarantor as Specified in its Charter	​	​	Jurisdiction of Incorporation or Organization	​	​	IRS Employer Identification Number	​
Time Warner Cable Information Services (Arizona), LLC	​	​	Delaware	​	​	20-4370232	​
Time Warner Cable Information Services (California), LLC	​	​	Delaware	​	​	20-0162970	​
Time Warner Cable Information Services (Colorado), LLC	​	​	Delaware	​	​	26-2375439	​
Time Warner Cable Information Services (Hawaii), LLC	​	​	Delaware	​	​	20-0162993	​
Time Warner Cable Information Services (Idaho), LLC	​	​	Delaware	​	​	20-8254896	​
Time Warner Cable Information Services (Illinois), LLC	​	​	Delaware	​	​	26-2375576	​
Time Warner Cable Information Services (Indiana), LLC	​	​	Delaware	​	​	20-1618562	​
Time Warner Cable Information Services (Kansas), LLC	​	​	Delaware	​	​	20-0163009	​
Time Warner Cable Information Services (Kentucky), LLC	​	​	Delaware	​	​	20-4370430	​
Time Warner Cable Information Services (Maine), LLC	​	​	Delaware	​	​	48-1296576	​
Time Warner Cable Information Services (Massachusetts), LLC	​	​	Delaware	​	​	20-0639517	​
Time Warner Cable Information Services (Michigan), LLC	​	​	Delaware	​	​	26-2376102	​
Time Warner Cable Information Services (Missouri), LLC	​	​	Delaware	​	​	20-0163031	​
Time Warner Cable Information Services (Nebraska), LLC	​	​	Delaware	​	​	20-0597251	​
Time Warner Cable Information Services (New Hampshire), LLC	​	​	Delaware	​	​	20-0834759	​
Time Warner Cable Information Services (New Jersey), LLC	​	​	Delaware	​	​	20-0605091	​
Time Warner Cable Information Services (New Mexico), LLC	​	​	Delaware	​	​	20-8244978	​
Time Warner Cable Information Services (New York), LLC	​	​	Delaware	​	​	06-1530234	​
Time Warner Cable Information Services (North Carolina), LLC	​	​	Delaware	​	​	05-0563203	​
Time Warner Cable Information Services (Ohio), LLC	​	​	Delaware	​	​	20-0163449	​
Time Warner Cable Information Services (Pennsylvania), LLC	​	​	Delaware	​	​	20-0639607	​
Time Warner Cable Information Services (South Carolina), LLC	​	​	Delaware	​	​	20-0163480	​
Time Warner Cable Information Services (Tennessee), LLC	​	​	Delaware	​	​	20-0639795	​
Time Warner Cable Information Services (Texas), LLC	​	​	Delaware	​	​	20-0095157	​
Time Warner Cable Information Services (Virginia), LLC	​	​	Delaware	​	​	20-4370738	​
Time Warner Cable Information Services (Washington), LLC	​	​	Delaware	​	​	20-5690377	​
Time Warner Cable Information Services (West Virginia), LLC	​	​	Delaware	​	​	20-1620308	​
Time Warner Cable Information Services (Wisconsin), LLC	​	​	Delaware	​	​	20-0163685	​
Time Warner Cable, LLC	​	​	Delaware	​	​	81-2545593	​
TWC Administration LLC	​	​	Delaware	​	​	90-0882471	​
TWC Communications, LLC	​	​	Delaware	​	​	35-2205910	​
TWC IP Enabled Services, LLC	​	​	Delaware	​	​	92-3326637	​
TWC SEE Holdco LLC	​	​	Delaware	​	​	20-5421447	​
TWCIS Holdco LLC	​	​	Delaware	​	​	27-3481972	​
Visual Advertising Sales Technology, LLC	​	​	Delaware	​	​	68-0470452	​

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PROSPECTUS

Charter Communications, Inc.
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
CCO Holdings, LLC
CCO Holdings Capital Corp.

Debt Securities
Guarantee of Debt Securities

Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (“CCO Capital,” and together with CCO, the “CCO Issuers”), CCO Holdings, LLC (“CCO Holdings”) and CCO Holdings Capital Corp. (“CCO Holdings Capital,” and together with CCO Holdings, the “CCOH Issuers”) or Charter Communications, Inc. (“Charter,” together with the CCO Issuers and the CCOH Issuers, the “Issuers,” “we,” “our” and “us,” and each an “Issuer”) may, from time to time, offer and sell debt securities. Such debt securities may be secured or unsecured. Debt securities issued by the CCO Issuers may be guaranteed by Charter, any of the CCOH Issuers and/or any of the additional Registrant Guarantors named in the Table of Additional Registrant Guarantors (the “additional Registrant Guarantors”) and secured by assets of the CCO Issuers, Charter, any of the CCOH Issuers and/or any of the additional Registrant Guarantors. Debt securities issued by CCOH Issuers may be guaranteed by Charter, any of the CCO Issuers and/or any of the additional Registrant Guarantors and secured by assets of the CCOH Issuers, Charter, any of the CCO Issuers and/or any of the additional Registrant Guarantors. Debt securities issued by Charter may be guaranteed by any of the CCO Issuers, any of the CCOH Issuers and/or any of the additional Registrant Guarantors and secured by assets of Charter, any of the CCO Issuers, any of the CCOH Issuers and/or any of the additional Registrant Guarantors.

We may offer and sell these debt securities separately or together, in one or more series and in amounts, at prices and on terms described in one or more offerings. When we decide to sell a particular series of these debt securities, the terms of the debt securities, including the initial offering price and the aggregate amount of the offering will be provided in one or more supplements to this prospectus.

The securities may be sold to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The prospectus supplement for each offering of debt securities will describe in detail the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.

See “Risk Factors” beginning on page 3 of this prospectus for a discussion of certain risks that you should consider prior to investing in the debt securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated July 27, 2026.

You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus.

TABLE OF CONTENTS​

TABLE OF CONTENTS

​	ABOUT THIS PROSPECTUS	​	​	​	​	ii	​	​
​	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	​	​	​	​	ii	​	​
​	WHERE YOU CAN FIND ADDITIONAL INFORMATION	​	​	​	​	iv	​	​
​	INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS	​	​	​	​	iv	​	​
​	PROSPECTUS SUMMARY	​	​	​	​	1	​	​
​	RISK FACTORS	​	​	​	​	3	​	​
​	USE OF PROCEEDS	​	​	​	​	4	​	​
​	PLAN OF DISTRIBUTION	​	​	​	​	5	​	​
​	EXPERTS	​	​	​	​	6	​	​
​	LEGAL MATTERS	​	​	​	​	7	​	​

i

TABLE OF CONTENTS​​

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission (the “SEC”), as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). By using an automatic shelf registration statement, we may, at any time and from time to time, sell securities under this prospectus in one or more offerings in an unlimited amount. As allowed by the SEC rules, this prospectus does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. This prospectus, together with applicable prospectus supplements, any information incorporated by reference, and any related free writing prospectuses we file with the SEC, includes all material information relating to these offerings and securities. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus, including without limitation, a discussion of any risk factors or other special considerations that apply to these offerings or securities or the specific plan of distribution. If there is any inconsistency between the information in this prospectus and a prospectus supplement or information incorporated by reference having a later date, you should rely on the information in that prospectus supplement or incorporated information having a later date. We urge you to read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation By Reference of Certain Documents” and the additional information described under the heading “Where You Can Find Additional Information,” before buying any of the securities being offered.

You should rely only on the information we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, without limitation, the factors described in the section entitled “Risk Factors” in this prospectus and in the documents incorporated by reference in this prospectus. Many of the forward-looking statements contained in this prospectus may be identified by the use of forward-looking words such as “believe,” “future,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” “grow,” “focused on” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this prospectus are set forth in this prospectus, in our annual report on Form 10-K for the year ended December 31, 2025 and our other periodic reports and other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

•

our ability to sustain and grow revenues and cash flow from operations by offering Internet, mobile, video, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our service areas and to maintain and grow our customer

​

ii

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base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;

•

the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite (“DBS”) operators, wireless and satellite broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers and providers of video content over broadband Internet connections;

​

•

general business conditions, unemployment levels and the level of activity in the housing sector and economic uncertainty or downturn;

​

•

our ability to develop and deploy new products and technologies including consumer services and service platforms;

​

•

any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;

​

•

the effects of governmental regulation on our business including subsidies to consumers, subsidies and incentives for competitors, costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us;

​

•

our ability to procure necessary services and equipment from our vendors in a timely manner and at reasonable costs including in connection with our network evolution and rural construction initiatives;

​

•

our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents and distribution requirements);

​

•

the ability to hire and retain key personnel;

​

•

the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets;

​

•

our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions;

​

•

our ability to satisfy the conditions to consummate the Liberty Broadband Combination and/or the Cox Transactions and/or to consummate the Liberty Broadband Combination and/or the Cox Transactions in a timely manner or at all;

​

•

the risks related to us being restricted in the operation of our business while the Liberty Broadband Merger Agreement and the Cox Communications Transaction Agreement are in effect;

​

•

other risks related to the Liberty Broadband Combination as described in the definitive joint proxy statement/prospectus with respect to the Liberty Broadband Combination, filed by Charter on January 22, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein; and

​

•

other risks related to the Cox Transactions as described in the definitive proxy statement with respect to the Cox Transactions, filed by Charter on July 2, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein.

​

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this prospectus.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Issuers have filed with the SEC a registration statement on Form S-3 under the Securities Act to register with the SEC their respective debt securities being offered in this prospectus and any guarantees thereof. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with it. For further information about the Issuers, reference is made to the registration statement and the exhibits and schedules filed with it. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Charter and CCO Holdings file annual, quarterly and current reports, proxy and registration statements and other information with the SEC. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS

Each of Charter and CCO Holdings files annual, quarterly, special reports and other information with the SEC. This prospectus incorporates by reference certain information of Charter and of CCO Holdings filed with the SEC, which means that the Issuers disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that Charter and CCO Holdings file later with the SEC will automatically update and supersede this information. Specifically, this prospectus incorporates by reference the documents listed below and any future filings of Charter or CCO Holdings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case excluding any information furnished but not filed) prior to the termination of this offering:

•

Charter’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on January 30, 2026;

​

•

Portions of Charter’s definitive proxy statement on Schedule 14A filed with the SEC on March 12, 2026 that are incorporated by reference into Charter’s Annual Report on Form 10-K for the year ended December 31, 2025;

​

•

Charter’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2026, filed with the SEC on April 24, 2026, and for the three and six months ended June 30, 2026, filed with the SEC on July 24, 2026;

​

•

Charter’s Current Reports on Form 8-K filed with the SEC on January 6, 2026, January 14, 2026, January 22, 2026, January 28, 2026, February 25, 2026, April 23, 2026, May 19, 2026 and July 23, 2026 (in each case excluding any information furnished but not filed);

​

•

CCO Holdings’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on January 30, 2026;

​

•

CCO Holdings’ Quarterly Reports on Form 10-Q for the three months ended March 31, 2026, filed with the SEC on April 24, 2026, and for the three and six months ended June 30, 2026, filed with the SEC on July 24, 2026; and

​

•

CCO Holdings’ Current Reports on Form 8-K filed with the SEC on January 6, 2026, January 14, 2026, January 22, 2026, January 28, 2026, February 25, 2026, April 23, 2026, May 19, 2026 and July 23, 2026 (in each case excluding any information furnished but not filed).

​

The information in the above filings speaks only as of the respective dates thereof, or, where applicable, the dates identified therein. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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Charter’s and CCO Holdings’ filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, are available free of charge on our website at www.charter.com as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus. You may also obtain a copy of these filings at no cost by writing or telephoning us at the following address:

Charter Communications, Inc.
400 Washington Blvd.
Stamford, Connecticut 06902
Attention: Investor Relations
Telephone: (203) 905-7801

WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ABOUT THE OFFERING THAT IS DIFFERENT FROM, OR IN ADDITION TO, THAT CONTAINED IN THIS PROSPECTUS OR IN ANY OF THE MATERIALS THAT ARE INCORPORATED BY REFERENCE HEREIN. THEREFORE, IF ANYONE DOES GIVE YOU INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN A JURISDICTION WHERE OFFERS TO EXCHANGE OR SELL, OR SOLICITATIONS OF OFFERS TO EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS ARE UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE TYPES OF ACTIVITIES, THEN THE OFFER PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO YOU.

YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS AND NEITHER THE MAILING OF THIS PROSPECTUS NOR THE ISSUANCE OF THE DEBT SECURITIES PURSUANT TO THIS OFFERING SHALL CREATE AN IMPLICATION TO THE CONTRARY.

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere or incorporated by reference in this prospectus. It does not contain all the information that may be important to you in making an investment decision. You should read this entire prospectus carefully, including the documents incorporated by reference, which are described under “Incorporation by Reference of Certain Documents” and “Where You Can Find Additional Information.” You should also carefully consider, among other things, the matters discussed in the section titled “Risk Factors.”

CCO Holdings and CCO Holdings Capital are direct and indirect subsidiaries, respectively, of CCH I Holdings, LLC, which is an indirect subsidiary of Charter. Charter and CCO Holdings are each holding companies with no operations of their own. CCO Holdings Capital is a company with no operations of its own and no subsidiaries. CCO and CCO Capital are direct, wholly owned subsidiaries of CCO Holdings. CCO is a holding company with no operations of its own. CCO Capital is a company with no operations of its own and no subsidiaries. CCO Holdings Capital and CCO Holdings and its direct and indirect subsidiaries, including CCO and its direct and indirect subsidiaries as well as CCO Capital, are managed by Charter. The additional Registrant Guarantors are direct and indirect subsidiaries of CCO.

Charter is a holding company whose principal asset is a controlling equity interest in Charter Communications Holdings, LLC and an indirect owner of CCO under which substantially all of the operations reside. Unless otherwise stated, the discussion in this prospectus of our business and operations includes the business of CCO Holdings and its direct and indirect subsidiaries. Unless otherwise stated, all business data included in this summary is as of June 30, 2026.

The terms “we,” “us” and “our” in this description of our business refer to Charter and its direct and indirect subsidiaries on a consolidated basis.

Our Business

We are a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through our Spectrum® brand. Founded in 1993, we have evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, we offer Seamless Connectivity and Entertainment with Spectrum® Internet, Mobile, TV and Voice products.

Our core strategy is to deliver great products, at a great value, while continuously improving service. We remain focused on improving customer results through the power of our advanced fiber-powered network and cutting-edge connectivity products and services, and our simplified pricing and packaging strategy that better utilizes our seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth. Our Internet and mobile product bundles provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages. We have completed deals with major programmers to deliver better flexibility and greater value to our customers by including seamless entertainment applications with certain of our Spectrum TV packages at no additional cost. We offer the sale of these seamless entertainment applications to customers on an à la carte basis, and through our digital storefront, the Spectrum App Store, customers can easily activate, upgrade, buy and manage their streaming applications in one place. We also continue to develop other elements of our video product and are deploying Xumo stream boxes to new video customers.

Our customer commitments focus on reliable connectivity, transparency, exceptional service and always improving. By continually improving our product set and offering consumers the opportunity to save money by switching to our services, we believe we can continue to penetrate our expanding footprint and sell additional products to our existing customers. We see operational benefits from the targeted investments we made in employee wages and benefits to build employee skill sets and tenure, as well as the continued investments in digitization of our customer service platforms, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

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We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint and multi-gigabit data speeds in a portion of our footprint. Our network evolution initiative remains on track to deliver symmetrical and multi-gigabit speeds across our entire footprint with convergence everywhere we operate.

Our Corporate Information

Our principal executive offices are located at 400 Washington Boulevard, Stamford, Connecticut 06902. Our telephone number at that location is (203) 905-7801, and we have a website accessible at ir.charter.com. Our periodic reports and Current Reports on Form 8-K, and all amendments thereto, are available on Charter’s website free of charge as soon as reasonably practicable after they have been filed with the SEC. The information posted on Charter’s website is not incorporated by reference in this prospectus and is not part of this prospectus.

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RISK FACTORS

You should consider carefully all of the information set forth in any accompanying prospectus supplement and the documents incorporated by reference herein, unless expressly provided otherwise, and, in particular, the risk factors described in Charter’s and CCO Holdings’ Annual Reports on Form 10-K for the year ended December 31, 2025, and Quarterly Reports for the quarters ended March 31, 2026 and June 30, 2026 filed with the SEC and incorporated by reference in this prospectus. The risks described in any document incorporated by reference herein are not the only ones we face but are considered to be the most material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

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USE OF PROCEEDS

We intend to use the net proceeds from the sales of securities as set forth in the applicable prospectus supplement.

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PLAN OF DISTRIBUTION

We may sell the offered securities: (a) through agents; (b) through underwriters or dealers; (c) directly to one or more purchasers; or (d) through a combination of any of these methods of sale. We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation in a prospectus supplement.

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EXPERTS

The consolidated financial statements of CCO Holdings, LLC and subsidiaries as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing in the CCO Holdings, LLC Annual Report on Form 10-K filed with the SEC on January 30, 2026, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Charter Communications, Inc. and subsidiaries as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025 have been incorporated by reference herein in reliance upon the report of KPMG LLP, an independent registered public accounting firm, appearing in the Charter Communications, Inc. Annual Report on Form 10-K filed with the SEC on January 30, 2026, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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LEGAL MATTERS

Kirkland & Ellis LLP, New York, New York, will pass upon the validity of the securities offered in this offering.

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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 15.   Indemnification of Directors and Officers.

Each of Charter Communications, Inc., Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, CCO Holdings Capital Corp., BHN IP Enabled Services, LLC, Bresnan Broadband Holdings, LLC, Bresnan Digital Services, LLC, Bright House Networks Information Services (Alabama), LLC, Bright House Networks Information Services (California), LLC, Bright House Networks Information Services (Florida), LLC, Bright House Networks Information Services (Indiana), LLC, Bright House Networks Information Services (Michigan), LLC, CC Fiberlink, LLC, CC VI Fiberlink, LLC, CC VII Fiberlink, LLC, CCO Fiberlink, LLC, CCO NR Holdings, LLC, Charter Communications ASC, LLC, Charter Communications SSC, LLC, Charter Communications, LLC, Charter Communications VI, L.L.C., Charter Communications VI HoldCo, LLC, Charter Distribution, LLC, Charter Fiberlink — Alabama, LLC, Charter Fiberlink — Georgia, LLC, Charter Fiberlink — Illinois, LLC, Charter Fiberlink — Maryland II, LLC, Charter Fiberlink — Michigan, LLC, Charter Fiberlink —  Missouri, LLC, Charter Fiberlink — Nebraska, LLC, Charter Fiberlink — Tennessee, LLC, Charter Fiberlink CA-CCO, LLC, Charter Fiberlink CC VIII, LLC, Charter Fiberlink CCO, LLC, Charter Fiberlink CT-CCO, LLC, Charter Fiberlink LA-CCO, LLC, Charter Fiberlink MA-CCO, LLC, Charter Fiberlink MS-CCVI, LLC, Charter Fiberlink NC-CCO, LLC, Charter Fiberlink NH-CCO, LLC, Charter Fiberlink NV-CCVII, LLC, Charter Fiberlink NY-CCO, LLC, Charter Fiberlink OR-CCVII, LLC, Charter Fiberlink SC-CCO, LLC, Charter Fiberlink TX-CCO, LLC, Charter Fiberlink VA-CCO, LLC, Charter Fiberlink VT-CCO, LLC, Charter Fiberlink WA-CCVII, LLC, Charter IP Enabled Services, LLC, Charter Leasing Holding Company, LLC, Charter Procurement Leasing, LLC, DukeNet Communications, LLC, Innovar Media LLC, Spectrum Advanced Services, LLC, Spectrum Fiberlink Florida, LLC, Spectrum Gulf Coast, LLC, Spectrum Mid-America, LLC, Spectrum Mobile Equipment, LLC, Spectrum Mobile, LLC, Spectrum New York Metro, LLC, Spectrum NLP, LLC, Spectrum Northeast, LLC, Spectrum Oceanic, LLC, Spectrum Originals Development, LLC, Spectrum Originals, LLC, Spectrum Pacific West, LLC, Spectrum Reach, LLC, Spectrum RSN, LLC, Spectrum SN, LLC, Spectrum Southeast, LLC, Spectrum SportsNet LLC, Spectrum Sunshine State, LLC, Spectrum TV Essentials, LLC, Spectrum Wireless Holdings, LLC, Time Warner Cable Business LLC, Time Warner Cable Enterprises LLC, Time Warner Cable Information Services (Alabama), LLC, Time Warner Cable Information Services (Arizona), LLC, Time Warner Cable Information Services (California), LLC, Time Warner Cable Information Services (Colorado), LLC, Time Warner Cable Information Services (Hawaii), LLC, Time Warner Cable Information Services (Idaho), LLC, Time Warner Cable Information Services (Illinois), LLC, Time Warner Cable Information Services (Indiana), LLC, Time Warner Cable Information Services (Kansas), LLC, Time Warner Cable Information Services (Kentucky), LLC, Time Warner Cable Information Services (Maine), LLC, Time Warner Cable

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Information Services (Massachusetts), LLC, Time Warner Cable Information Services (Michigan), LLC, Time Warner Cable Information Services (Missouri), LLC, Time Warner Cable Information Services (Nebraska), LLC, Time Warner Cable Information Services (New Hampshire), LLC, Time Warner Cable Information Services (New Jersey), LLC, Time Warner Cable Information Services (New Mexico), LLC, Time Warner Cable Information Services (New York), LLC, Time Warner Cable Information Services (North Carolina), LLC, Time Warner Cable Information Services (Ohio), LLC, Time Warner Cable Information Services (Pennsylvania), LLC, Time Warner Cable Information Services (South Carolina), LLC, Time Warner Cable Information Services (Tennessee), LLC, Time Warner Cable Information Services (Texas), LLC, Time Warner Cable Information Services (Virginia), LLC, Time Warner Cable Information Services (Washington), LLC, Time Warner Cable Information Services (West Virginia), LLC, Time Warner Cable Information Services (Wisconsin), LLC, Time Warner Cable, LLC, TWC Administration LLC, TWC Communications, LLC, TWC IP Enabled Services, LLC, TWC SEE Holdco LLC, TWCIS Holdco LLC and Visual Advertising Sales Technology, LLC, is formed or incorporated under the laws of the State of Delaware. Bresnan Broadband of Colorado, LLC is formed under the laws of the State of Colorado. Bresnan Broadband of Montana, LLC is formed under the laws of the State of Montana. Bresnan Broadband of Wyoming, LLC is formed under the laws of the State of Wyoming.

Delaware

Limited Liability Companies

Section 18-108 of the Delaware Limited Liability Company Act authorizes a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement.

The limited liability company agreements of Charter Communications Operating, LLC, CCO Holdings, LLC, BNH IP Enabled Services, LLC, Bresnan Broadband Holdings, LLC, Bresnan Digital Services, LLC, Bright House Networks Information Services (Alabama), LLC, Bright House Networks Information Services (California), LLC, Bright House Networks Information Services (Florida), LLC, Bright House Networks Information Services (Indiana), LLC, Bright House Networks Information Services (Michigan), LLC, CC Fiberlink, LLC, CC VI Fiberlink, LLC, CC VII Fiberlink, LLC, CCO Fiberlink, LLC, CCO NR Holdings, LLC, Charter Communications ASC, LLC, Charter Communications SSC, LLC, Charter Communications, LLC, Charter Communications VI, L.L.C., Charter Communications VI HoldCo, LLC, Charter Distribution, LLC, Charter Fiberlink — Alabama, LLC, Charter Fiberlink — Georgia, LLC, Charter Fiberlink — Illinois, LLC, Charter Fiberlink — Maryland II, LLC, Charter Fiberlink — Michigan, LLC, Charter Fiberlink — Missouri, LLC, Charter Fiberlink — Nebraska, LLC, Charter Fiberlink —  Tennessee, LLC, Charter Fiberlink CA-CCO, LLC, Charter Fiberlink CC VIII, LLC, Charter Fiberlink CCO, LLC, Charter Fiberlink CT-CCO, LLC, Charter Fiberlink LA-CCO, LLC, Charter Fiberlink MA-CCO, LLC, Charter Fiberlink MS-CCVI, LLC, Charter Fiberlink NC-CCO, LLC, Charter Fiberlink NH-CCO, LLC, Charter Fiberlink NV-CCVII, LLC, Charter Fiberlink NY-CCO, LLC, Charter Fiberlink OR-CCVII, LLC, Charter Fiberlink SC-CCO, LLC, Charter Fiberlink TX-CCO, LLC, Charter Fiberlink VA-CCO, LLC, Charter Fiberlink VT-CCO, LLC, Charter Fiberlink WA-CCVII, LLC, Charter IP Enabled Services, LLC, Charter Leasing Holding Company, LLC, Charter Procurement Leasing, LLC, DukeNet Communications, LLC, Innovar Media LLC, Spectrum Advanced Services, LLC, Spectrum Fiberlink Florida, LLC, Spectrum Gulf Coast, LLC, Spectrum Mid-America, LLC, Spectrum Mobile Equipment, LLC, Spectrum Mobile, LLC, Spectrum New York Metro, LLC, Spectrum NLP, LLC, Spectrum Northeast, LLC, Spectrum Oceanic, LLC, Spectrum Originals Development, LLC, Spectrum Originals, LLC, Spectrum Pacific West, LLC, Spectrum Reach, LLC, Spectrum RSN, LLC, Spectrum SN, LLC, Spectrum Southeast, LLC, Spectrum SportsNet LLC, Spectrum Sunshine State, LLC, Spectrum TV Essentials, LLC, Spectrum Wireless Holdings, LLC, Time Warner Cable Business LLC, Time Warner Cable Enterprises LLC, Time Warner Cable Information Services (Alabama), LLC, Time Warner Cable Information Services (Arizona), LLC, Time Warner Cable Information Services (California), LLC, Time Warner Cable Information Services (Colorado), LLC, Time Warner Cable Information Services (Hawaii), LLC, Time Warner Cable Information Services (Idaho), LLC, Time Warner Cable Information Services (Illinois), LLC, Time Warner Cable Information Services (Indiana), LLC, Time Warner Cable Information Services (Kansas), LLC, Time Warner Cable Information Services (Kentucky), LLC, Time Warner Cable Information Services

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(Maine), LLC, Time Warner Cable Information Services (Massachusetts), LLC, Time Warner Cable Information Services (Michigan), LLC, Time Warner Cable Information Services (Missouri), LLC, Time Warner Cable Information Services (Nebraska), LLC, Time Warner Cable Information Services (New Hampshire), LLC, Time Warner Cable Information Services (New Jersey), LLC, Time Warner Cable Information Services (New Mexico), LLC, Time Warner Cable Information Services (New York), LLC, Time Warner Cable Information Services (North Carolina), LLC, Time Warner Cable Information Services (Ohio), LLC, Time Warner Cable Information Services (Pennsylvania), LLC, Time Warner Cable Information Services (South Carolina), LLC, Time Warner Cable Information Services (Tennessee), LLC, Time Warner Cable Information Services (Texas), LLC, Time Warner Cable Information Services (Virginia), LLC, Time Warner Cable Information Services (Washington), LLC, Time Warner Cable Information Services (West Virginia), LLC, Time Warner Cable Information Services (Wisconsin), LLC, Time Warner Cable, LLC, TWC Administration LLC, TWC Communications, LLC, TWC IP Enabled Services, LLC, TWC SEE Holdco LLC, TWCIS Holdco LLC and Visual Advertising Sales Technology, LLC (each, an “LLC”) provide that a member, a manager, a director, any officer, their respective affiliates or any person who at any time serves or has served as a director, officer, employee or other agent of any member or any such affiliate, and who, in such capacity, engages or has engaged in activities on behalf of the applicable LLC, shall be indemnified and held harmless by such LLC to the fullest extent permitted by law from and against any losses, damages, expenses, including attorneys’ fees, judgments and amounts paid in settlement actually and reasonably incurred by or in connection with any claim, action, suit or proceeding to which such indemnifiable person is or was a party or is threatened to be made a party by reason of the fact that such person is or was engaged in activities on behalf of such LLC. Notwithstanding the foregoing, no indemnification is available under the limited liability company agreement of any of the LLCs in respect of any such claim adjudged to be primarily the result of bad faith, willful misconduct or fraud of an indemnifiable person. Any act or omission by an indemnifiable person done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care shall not constitute bad faith, willful misconduct, or fraud on the part of such indemnifiable person. Payment of these indemnification obligations shall be made from the assets of the applicable LLC and the members shall not be personally liable to an indemnifiable person for payment of indemnification.

Corporations

Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. In addition, the Delaware General Corporation Law does not permit indemnification in any threatened, pending or completed action or suit by or in the right of the corporation in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses, which such court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended. The Delaware General Corporation Law also allows a corporation to provide for the elimination or limitation of the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not eliminate or limit the liability of:

(i)

a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders,

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(ii)

a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

​

(iii)

a director under Section 174 of the Delaware General Corporation Law,

​

(iv)

a director or officer for any transaction from which the director or officer derived an improper personal benefit, or

​

(v)

an officer in any action by or in the right of the corporation. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

​

The bylaws of each of Charter, CCO Holdings Capital and CCO Capital (each a “corporation”) require the applicable corporation, to the fullest extent authorized by the Delaware General Corporation Law, to indemnify any person who was or is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise, in each case, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith.

Charter has entered into indemnification agreements that require it to indemnify each of its directors and officers to the fullest extent permitted by law for any claims made against each of these persons because he or she is, was or may be deemed to be a stockholder, director, officer, employee, controlling person, agent or fiduciary of Charter or any of its subsidiaries. Charter is obligated to pay the expenses of these persons in connection with any claims that are subject to the applicable agreement.

Colorado

Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in Section 7-80-407. Under Section 7-80-407, a limited liability company shall reimburse a member or manager for payments made, and indemnify a member or manager for liabilities incurred by the member or manager, in the ordinary conduct of the business of the limited liability company or for the preservation of its business or property if such payments were made or liabilities incurred without violation of the member’s or manager’s duties to the limited liability company.

The Limited Liability Company Agreement of Bresnan Broadband of Colorado, LLC provides for the indemnification of officers and directors to the fullest extent permitted by Colorado law.

Montana

Section 38-8-504 of the Montana Limited Liability Company Act states that a limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

The Limited Liability Company Agreement of Bresnan Broadband of Montana, LLC provides for the indemnification of officers and directors to the fullest extent permitted by Montana law.

Wyoming

Section 17-29-408 of the Wyoming Limited Liability Company Act permits a Wyoming limited liability company to indemnify any member of a member-manager company or any manager of a manager-managed company for any debt, obligation or other liability incurred by such member or manager in the course of the member’s or manager’s activities on behalf of the Wyoming limited liability company, if in making the payment or incurring the debt, obligation or other liability, the member or manager was acting within the scope of his or her duties.

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The Limited Liability Company Agreement of Bresnan Broadband of Wyoming, LLC provides for the indemnification of officers and directors to the fullest extent permitted by Wyoming law.

Item 16.   Exhibits

(a)

Exhibits

​

The exhibit index attached hereto is incorporated herein by reference.

Item 17.   Undertakings

(a)

The undersigned registrant hereby undertakes:

​

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

​

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

​

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

​

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

​

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

​

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

​

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

​

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

​

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used

​

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after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

​

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

​

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

​

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

​

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

​

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

​

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer, or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

​

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INDEX TO EXHIBITS

​	Exhibit	​	​	Description	​
​	1.1†	​	​	Form of Underwriting Agreement	​
​	2.1*	​	​	Agreement and Plan of Merger, dated as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 13, 2024 (File No. 001-33664)).	​
​	2.2*	​	​	Transaction Agreement, dated as of May 16, 2025, by and among Charter Communications, Inc., Charter Communications Holdings, LLC and Cox Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2025 (File No. 001-33664)).	​
​	4.1(a)*	​	​	Second Amended and Restated Stockholders Agreement, dated May 23, 2015, by and among Charter Communications, Inc., CCH I, LLC, Liberty Broadband Corporation and Advance/​Newhouse Partnership (incorporated by reference to Annex C to the Registration Statement on Form S-4 filed by CCH I, LLC on June 26, 2015 (File No. 333-205240)).	​
​	4.1(b)*	​	​	Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024, by and among Charter Communications, Inc., Advance/Newhouse Partnership and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 13, 2024 (File No. 001-33664)).	​
​	4.2*	​	​	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 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).	​
​	4.3*	​	​	Indenture, dated as of November 20, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664)).	​
​	4.4*	​	​	Second Supplemental Indenture, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).	​
​	4.5*	​	​	Second Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, CCO Holdings Capital Corp., CCOH Safari, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).	​
​	4.6*	​	​	Indenture, dated as of May 23, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 30, 2019 (File No. 001-33664)).	​
​	4.7*	​	​	Indenture, dated as of April 30, 1992 (the “TWCE Indenture”), as amended by the First Supplemental Indenture, dated as of June 30, 1992, among Time Warner Entertainment Company, L.P. (“TWE”), Time Warner Companies, Inc. (“TWCI”), certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibits 10(g) and 10(h) to TWCI’s Current Report on Form 8-K dated June 26, 1992 and filed with the SEC on July 15, 1992 (File No. 1-8637)).	​

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​	Exhibit	​	​	Description	​
​	4.8*	​	​	Eleventh Supplemental Indenture to the TWCE Indenture, dated as of November 2, 2006, among TWE, TW NY, TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 99.1 to Time Warner’s Current Report on Form 8-K dated and filed November 2, 2006 (File No. 1-15062)).	​
​	4.9*	​	​	Twelfth Supplemental Indenture to the TWCE Indenture, dated as of September 30, 2012, among Time Warner Cable Enterprises LLC (“TWCE”), TWC, TW NY, Time Warner Cable Internet Holdings II LLC (“TWC Internet Holdings II”) and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 30, 1992, as amended (incorporated herein by reference to Exhibit 4.2 to TWC’s Current Report on Form 8-K dated September 30, 2012 and filed with the SEC on October 1, 2012 (File No. 1-33335) (the “TWC September 30, 2012 Form 8-K”)).	​
​	4.10*	​	​	Thirteenth Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner Cable Enterprises LLC, the guarantors party thereto and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).	​
​	4.11*	​	​	Indenture, dated as of April 9, 2007 (the “TWC Indenture”), among TWC, TW NY, TWE and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to TWC’s Current Report on Form 8-K dated April 4, 2007 and filed with the SEC on April 9, 2007 (File No. 1-33335) (the “TWC April 4, 2007 Form 8-K”)).	​
​	4.12*	​	​	Second Supplemental Indenture to the TWC Indenture, dated as of September 30, 2012, among TWC, TW NY, TWCE, TWC Internet Holdings II and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 9, 2007, as amended (incorporated herein by reference to Exhibit 4.1 to the TWC September 30, 2012 Form 8-K).	​
​	4.13*	​	​	Third Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner Cable Inc., TWC NewCo LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).	​
​	4.14*	​	​	Fourth Supplemental Indenture, dated as of May 18, 2016, by and among TWC NewCo LLC, the guarantors party thereto and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).	​
​	4.15(a)*	​	​	Restatement Agreement, dated as of April 26 2019, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017 and as amended by Amendment No. 1 as of January 24, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed April 30, 2019 (File No. 001-33664)).	​
​	4.15(b)*	​	​	Amendment No. 1, dated as of October 24, 2019, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 30, 2019 (File No. 001-33664)).	​

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​	Exhibit	​	​	Description	​
​	4.15(c)*	​	​	Amendment No. 2, dated as of May 26, 2022, to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019 and as amended by Amendment No. 1 on October 24, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as administrative agent and (ii) the Amended and Restated Guarantee and Collateral Agreement, dated as of March 18, 1999, as amended and restated as of March 6, 2007, as amended and restated as of March 31, 2010, as amended and restated as of May 18, 2016 and as further amended as of January 24, 2019, by Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC and the Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on June 2, 2022 (File No. 001-33664)).	​
​	4.15(d)*	​	​	Amendment No. 3, dated as of February 10, 2023, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 16, 2023 (File No. 001-33664)).	​
​	4.15(e)*	​	​	Amendment No. 4, dated as of March 23, 2023, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022 and as further amended by Amendment No. 3 on February 10, 2023, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 29, 2023 (File No. 001-33664)).	​
​	4.15(f)*	​	​	Amendment No. 5, dated as of December 7, 2023, to the Amended and Restated Credit Agreement. dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022 and as further amended by Amendment No. 3 on February 10, 2023 and as further amended by Amendment No. 4 on March 23, 2023, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on December 13, 2023 (File No. 001-33664)).	​
​	4.15(g)*	​	​	Amendment No. 6, dated as of December 3, 2024, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022 and as further amended by Amendment No. 3 on February 10, 2023, as further amended by Amendment No. 4 on March 23, 2023, and as further amended by Amendment No. 5 on December 7, 2023, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on December 9, 2024 (File No. 001-33664)).	​

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​	Exhibit	​	​	Description	​
​	4.16*	​	​	Collateral Agreement, dated as of May 18, 2016, by Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and the other grantors party thereto in favor of The Bank of New York Mellon Trust Company, N.A., as collateral agent (incorporated herein by reference to Exhibit 10.6 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789)).	​
​	4.17*	​	​	First Lien Intercreditor Agreement, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, the other grantors party thereto, Bank of America, N.A., as credit agreement collateral agent for the credit agreement secured parties, The Bank of New York Mellon Trust Company, N.A., as notes collateral agent for the indenture secured parties, and each additional agent from time to time party thereto (incorporated herein by reference to Exhibit 10.7 to the current report on Form 8-K filed by CCO Holdings, LLC on May 24, 2016 (File No. 001-37789)).	​
​	5.1	​	​	Legal Opinion of Kirkland & Ellis LLP relating to debt securities of Charter Communications Operating, LLC and Charter Communications Operating Capital Corp	​
​	5.2	​	​	Legal Opinion of Kirkland & Ellis LLP relating to debt securities of CCO Holdings, LLC and CCO Holdings Capital Corp.	​
​	5.3	​	​	Legal Opinion of Kirkland & Ellis LLP relating to debt securities of Charter Communications, Inc.	​
​	22.1	​	​	Subsidiary Issuers and Subsidiary Guarantors of Guaranteed Securities.	​
​	23.1	​	​	Consent of Kirkland & Ellis LLP (included with Exhibits 5.1, 5.2 and 5.3)	​
​	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.	​
​	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	​
​	25.2	​	​	Statement of Eligibility of Form T-1 of The Bank of New York Mellon Trust Company, N.A. with respect to the indenture, dated as of May 23, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee	​
​	25.3**	​	​	Statement of Eligibility on Form T-1 of a trustee to be named later with respect to the form indenture of Charter Communications, Inc.	​
​	107	​	​	Filing Fee Table	​

​

†

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

​

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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 July 27, 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

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SPECTRUM MOBILE EQUIPMENT, LLC
Registrant

By:

/s/ Jeffrey B. Murphy

​

​

Jeffrey B. Murphy
Senior Vice President, Corporate Finance and Development

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

​

* By:

/s/ Kevin D. Howard

​

​

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

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

​

* By:

/s/ Kevin D. Howard

​

​

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

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

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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 ​ Christopher L. Winfrey	​	​	President and Chief Executive Officer, Director (Principal Executive Officer)	​	​	July 27, 2026	​
​	/s/ Jessica M. Fischer ​ Jessica M. Fischer	​	​	Chief Financial Officer (Principal Financial Officer)	​	​	July 27, 2026	​
​	/s/ Kevin D. Howard ​ Kevin D. Howard	​	​	Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	​	​	July 27, 2026	​
​	/s/ W. Lance Conn ​ W. Lance Conn	​	​	Director	​	​	July 27, 2026	​
​	/s/ Wade Davis ​ Wade Davis	​	​	Director	​	​	July 27, 2026	​
​	/s/ Kim C. Goodman ​ Kim C. Goodman	​	​	Director	​	​	July 27, 2026	​
​	/s/ John D. Markley, Jr. ​ John D. Markley, Jr.	​	​	Director	​	​	July 27, 2026	​
​	/s/ Steven Miron ​ Steven. Miron	​	​	Director	​	​	July 27, 2026	​
​	/s/ Balan Nair ​ Balan Nair	​	​	Director	​	​	July 27, 2026	​
​	/s/ Michael Newhouse ​ Michael Newhouse	​	​	Director	​	​	July 27, 2026	​

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​	Signature	​	​	Title	​	​	Date	​
​	/s/ Martin E. Patterson ​ Martin E. Patterson	​	​	Director	​	​	July 27, 2026	​
​	/s/ Mauricio Ramos ​ Mauricio Ramos	​	​	Director	​	​	July 27, 2026	​
​	/s/ Carolyn J. Slaski ​ Carolyn J. Slaski	​	​	Director	​	​	July 27, 2026	​
​	/s/ J. David Wargo ​ J. David Wargo	​	​	Director	​	​	July 27, 2026	​

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