CHTR

• On August 24, 2026, Charter and its subsidiaries entered into supplemental indentures adding Cox entities and Charter subsidiaries as guarantors and granting security interests in collateral.
• The supplemental indentures cover the CCO, Cox, TWC, and TWCE indentures, making secured notes across the combined capital structure guaranteed and secured on a pari passu basis.
• Cox entities became guarantors under the Charter Credit Agreement and granted liens on substantially all of their directly owned assets.
• The filing includes exhibits for the four supplemental indentures and the Cox Indenture and its prior supplements.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• On August 24, 2026, Charter's issuers completed final settlement of exchange offers, issuing $55.9M of 7.087% Senior Secured Notes due 2038 and $35.8M of 7.337% Senior Secured Notes due 2041.
• Combined with early settlement, Charter issued $1.74B of 2038 Notes and $1.66B of 2041 Notes in exchange for $2.75B of Pool 1 notes and $2.75B of Pool 2 notes.
• The new notes are senior secured obligations guaranteed by CCO Holdings and subsidiary guarantors, secured on a pari passu basis with credit agreement obligations.
• Interest on the additional notes is payable semi-annually starting March 1, 2027, with make-whole redemption provisions prior to June 1, 2038 (2038 Notes) and June 1, 2041 (2041 Notes).

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Charter acquired Cox's commercial fiber and managed IT/cloud businesses for $3.5B cash, and Cox's residential cable business for $724M cash plus 60M convertible preferred units ($6B liquidation preference) and ~33.6M common units.
• Cox debt of ~$12B remains at Charter subsidiaries post-transaction.
• Charter issued one share of new Class C common stock to Cox NewCo, with voting power tied to Cox's Charter Holdings units.
• Board expands to 13 directors; Cox Parent gets three designees, Alexander C. Taylor becomes Chairman for three years, and John D. Markley Jr. retires from the board.

1.01 Entry into a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 3.02 Unregistered Sales of Equity Securities · 3.03 Material Modification to Rights of Security Holders · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The offering comprised $1.75B of 6.050% notes due 2032, $1.0B of 6.600% notes due 2034, $1.0B of 6.950% notes due 2036, and $1.0B of 7.850% notes due 2056.
• The notes were issued under a supplemental indenture to the base indenture dated July 23, 2015, with CCO Holdings, LLC as parent guarantor and subsidiary guarantors.
• Interest on each series is payable semi-annually on February 15 and August 15, beginning February 15, 2027.
• The notes are senior secured obligations guaranteed on a senior secured basis by CCO Holdings and certain subsidiaries, secured by a pari passu first-priority security interest in assets securing the credit agreement.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The notes were issued in early settlement of exchange offers for 12 series of existing senior notes and debentures.
• The new notes are senior secured obligations guaranteed by CCO Holdings and subsidiary guarantors, secured by assets that also secure the credit agreement.
• Interest on both new note series is payable semi-annually on March 1 and September 1, beginning March 1, 2027.
• The Issuers entered into a Registration Rights Agreement with dealer managers, requiring an exchange offer registration statement within 450 days, with potential additional interest of up to 0.5% per annum for defaults.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The filing relates to a May 16, 2025 Transaction Agreement among Charter, Charter Holdings, and Cox Enterprises to acquire Cox Communications' commercial fiber and managed IT/cloud businesses, contribute Cox Communications' residential cable business, and pay $1.00.
• Cox Communications reported net income of $372 million for Q2 2026 and $874 million for the first half of 2026, with total assets of $31.232 billion as of June 30, 2026.
• The pro forma financial statements reflect the transaction as if it occurred on June 30, 2026 for the balance sheet and January 1, 2025 for the income statements.
• The report was filed under Item 8.01 (Other Events) to provide the required financial statements and pro forma information.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Second quarter 2026 revenue was $13.5 billion, a 1.7% decline year-over-year, driven by lower residential video revenue.
• Adjusted EBITDA was $5.4 billion, down 4.3% year-over-year; free cash flow was $969 million, down $77 million from the prior year.
• Spectrum Mobile lines grew by 406,000 in Q2 2026 to 12.5 million total; Internet customers declined by 172,000 to 29.4 million.
• Charter repurchased 4.0 million shares for $838 million and $1.0 billion of notes in Q2 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Charter Communications subsidiaries commenced private exchange offers for 12 series of outstanding notes, with up to $1.75B in new 2038 notes and $1.75B in new 2041 notes.
• Charter also filed Cox Communications' audited and interim financial statements and pro forma financials related to the pending Cox Transactions.
• The Cox Transactions involve Cox Enterprises selling its commercial fiber and managed IT businesses to Charter and contributing Cox Communications' residential cable business to Charter Holdings for $1.00.
• The new notes are unregistered and offered only to eligible holders under exemptions from the Securities Act.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits