Charter Communications Enters Material Agreement, Incurs Financial Obligation

TL;DR

Charter just signed a big deal, likely involving debt. Keep an eye on their financials.

AI Summary

On September 2, 2025, Charter Communications, Inc. (CCO) entered into a material definitive agreement, likely related to financing obligations. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant, Charter Communications, Inc. The filing includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This filing signals a significant financial transaction or commitment by Charter Communications, which could impact its debt structure and future financial flexibility.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and incurring financial obligations can introduce financial risks and impact the company's balance sheet.

Key Players & Entities

• Charter Communications, Inc. (company) — Registrant and Filer
• CCO Holdings Capital Corp (company) — Filer
• CCO Holdings LLC (company) — Filer
• 0001104659-25-086395 (document_id) — Accession Number
• 20250902 (date) — Filing Date

FAQ

Key Financial Figures

• $1,250,000,000 — her with CCO, the "Issuers") issued (i) $1,250,000,000 aggregate principal amount of 5.850% Se
• $750,000,000 — es due 2035 (the "2035 Notes") and (ii) $750,000,000 aggregate principal amount of 6.700% Se

Filing Documents

• tm2524701d1_8k.htm (8-K) — 66KB
• tm2524701d1_ex4-2.htm (EX-4.2) — 412KB
• tm2524701d1_ex5-1.htm (EX-5.1) — 21KB
• tm2524701d1_ex99-1.htm (EX-99.1) — 8KB
• tm2524701d1_8kimg001.jpg (GRAPHIC) — 6KB
• tm2524701d1_ex5-1img001.jpg (GRAPHIC) — 5KB
• tm2524701d1_ex5-1img002.jpg (GRAPHIC) — 3KB
• tm2524701d1_ex99-1img01.jpg (GRAPHIC) — 5KB
• 0001104659-25-086395.txt ( ) — 850KB
• chtr-20250902.xsd (EX-101.SCH) — 4KB
• chtr-20250902_def.xml (EX-101.DEF) — 26KB
• chtr-20250902_lab.xml (EX-101.LAB) — 36KB
• chtr-20250902_pre.xml (EX-101.PRE) — 25KB
• tm2524701d1_8k_htm.xml (XML) — 11KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Issuance of 5.850% Senior Secured Notes due 2035 and 6.700% Senior Secured Notes due 2055 On September 2, 2025 (the "Closing Date"), Charter Communications Operating, LLC ("CCO") and Charter Communications Operating Capital Corp. (together with CCO, the "Issuers") issued (i) $1,250,000,000 aggregate principal amount of 5.850% Senior Secured Notes due 2035 (the "2035 Notes") and (ii) $750,000,000 aggregate principal amount of 6.700% Senior Secured Notes due 2055 (the "2055 Notes," and together with the 2035 Notes, the "Notes"). The offering and sale of the Notes were made pursuant to an automatic shelf registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the "SEC") on October 30, 2023 and a prospectus supplement dated August 18, 2025. In connection therewith, the Issuers entered into the below agreements. Secured Notes Indenture On the Closing Date, the Issuers, CCO Holdings, LLC (the "Parent Guarantor") and the Subsidiary Guarantors entered into a supplemental indenture with the Trustee and Collateral Agent in connection with the issuance of the Notes and the terms thereof (the "Twenty-Sixth Supplemental Indenture"). The Twenty-Sixth Supplemental Indenture supplements a base indenture entered into on July 23, 2015, by and among the Issuers, CCO Safari II, LLC, the Trustee and the Collateral Agent (the "Base Indenture" and, together with the Twenty-Sixth Supplemental Indenture, the "Indenture") providing for the issuance of senior secured notes of the Issuers generally. The Indenture provides, among other things, that interest is payable on the 2035 Notes on each June 1 and December 1, commencing June 1, 2026. Interest is payable on the 2055 Notes on each June 1 and December 1, commencing June 1, 2026. At any time and from time to time prior to September 1, 2035, the Issuers may redeem the outstanding 2035 Notes in whole or in part at a redemption price equal to 100%

03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. The information under the heading "Secured Notes Indenture" in Item 1.01 above is incorporated herein by reference.

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE. On the Closing Date, the Issuers completed the issuance and sale of the Notes. The press release announcing the closing of the issuance and sale of the Notes is furnished herewith as Exhibit 99.1. The furnishing of the attached press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company's filings with the SEC and other public announcements that the Company has made and may make from time to time by press release or otherwise. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 3

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit Number Description 4.1* 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). 4.2 Twenty-Sixth Supplemental Indenture, dated as of September 2, 2025, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent. 4.3 Form of 5.850% Senior Secured Notes due 2035 (included in Exhibit 4.2 hereto). 4.4 Form of 6.700% Senior Secured Notes due 2055 (included in Exhibit 4.2 hereto). 5.1 Legal Opinion of Kirkland & Ellis LLP. 23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 hereto). 99.1 Press release dated September 2, 2025, announcing the closing of the sale of the 5.850% Senior Secured Notes due 2035 and 6.700% Senior Secured Notes due 2055. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. * Incorporated by reference and not filed herewith. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. CHARTER COMMUNICATIONS, INC., Registrant By: /s/ Kevin D. Howard Name: Kevin D. Howard Title: Executive Vice President, Chief AccountingOfficer and Controller Date: September 2, 2025 CCO HOLDINGS, LLC, Registrant By: /s/ Kevin D. Howard Name: Kevin D. Howard Title: Executive Vice President, Chief AccountingOfficer and Controller Date: September 2, 2025 CCO HOLDINGS CAPITAL CORP. Registrant By: /s/ Kevin D. Howard Name: Kevin D. Howard Title: Executive Vice President, Chief AccountingOfficer and Controller Date: September 2, 2025

View Full Filing

View this 8-K filing on SEC EDGAR