{"filing":{"accession_number":"0001140361-26-033909","cik":"0001091667","ticker":"CHTR","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","form":"8-K","filing_date":"2026-08-20","report_date":"2026-08-14","primary_document":"ef20080687_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1091667/000114036126033909/ef20080687_8k.htm"},"events":[{"id":28968,"run_id":26508,"accession_number":"0001140361-26-033909","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Charter Communications completed two transformative acquisitions: (1) acquisition of Liberty Broadband Corporation in an all-stock merger where Liberty shareholders received 0.236 Charter shares per Liberty share, and (2) acquisition of Cox Communications' residential cable and commercial fiber businesses for approximately $3.5 billion in cash for equity, $724 million in contribution, $6 billion in convertible preferred units, and ~$5 billion in common units, with Cox Enterprises receiving ~26% ownership on a fully diluted basis and Charter assuming approximately $12 billion in Cox debt. These transactions expand Charter's footprint to 45 states and materially alter the company's capital structure and ownership.","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":31061,"accession_number":"0001140361-26-033909","item_number":"1.01","item_title":"ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of two transformative transactions: Charter's acquisition of Liberty Broadband and Charter's acquisition of Cox Communications. The Item 1.01 heading explicitly states \"ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT,\" and the exhibit details the closing of both transactions, including consideration paid (46 million Charter shares plus $4 billion cash to Cox; 0.236 Charter shares per Liberty Broadband share), governance changes, and integration plans. These are material acquisitions affecting Charter's ownership structure, debt, and operational footprint.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31062,"accession_number":"0001140361-26-033909","item_number":"2.01","item_title":"COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of two major transactions: (1) Charter's acquisition of Liberty Broadband in an all-stock merger where Liberty shareholders received 0.236 Charter shares per Liberty share, and (2) Charter's acquisition of Cox Communications' residential cable and related businesses through a combination of cash ($3.5 billion for equity sale, $724 million for contribution), convertible preferred units ($6 billion), and common units (~$5 billion implied value), plus assumption of ~$12 billion in Cox debt. These are transformative M\u0026A activities materially affecting Charter's ownership structure, capitalization, and business scope.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31063,"accession_number":"0001140361-26-033909","item_number":"3.02","item_title":"UNREGISTERED SALES OF EQUITY SECURITIES.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered issuance of one share of Charter Class C Common Stock to Cox NewCo pursuant to the Cox Transaction Agreement. However, the supplemental exhibit (EX-99.1) reveals this is part of a transformative M\u0026A transaction: Charter has completed its acquisition of Liberty Broadband and a major transaction with Cox Communications, issuing the equivalent of just over 46 million Charter shares to Cox Enterprises subsidiaries (representing approximately 26% of combined fully diluted shares) and assuming approximately $12 billion of Cox debt. This is a material change of control and acquisition activity that fundamentally reshapes Charter's ownership and capital structure, making ma_activity the most salient classification despite the Item 3.02 technical focus on the single share issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31064,"accession_number":"0001140361-26-033909","item_number":"3.03","item_title":"MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 incorporates by reference Items 1.01 and 2.01, which are the standard items for material acquisitions and mergers. The press release confirms completion of two transformative transactions: Charter's acquisition of Liberty Broadband and the combination with Cox Communications. Cox Enterprises received approximately 46 million Charter shares (26% ownership on fully diluted basis) plus $4 billion cash and $6 billion convertible preferred units, while Liberty Broadband shareholders received 0.236 Charter shares per share held. These are material M\u0026A transactions affecting Charter's capital structure, ownership, and operations across 45 states.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31067,"accession_number":"0001140361-26-033909","item_number":"7.01","item_title":"REGULATION FD DISCLOSURE.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing announces completion of two transformative transactions: Charter's acquisition of Liberty Broadband Corporation and Charter's transaction with Cox Communications. The press release explicitly states \"Charter Completes Acquisition of Liberty Broadband in All-Stock Transaction\" and describes the Cox transaction involving issuance of approximately 46 million Charter shares and $10 billion in cash and convertible preferred units, resulting in Cox Enterprises owning approximately 26% of the combined entity. These are material M\u0026A activities involving change of control and significant capital restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28969,"run_id":26508,"accession_number":"0001140361-26-033909","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Charter appointed Alexander C. Taylor, Dallas Clement, and Mark Greatrex to the Board of Directors, with Taylor also appointed as Chairman, and Thomas Zinterhofer transitioning to lead independent director, in connection with the completion of the Cox and Liberty Broadband acquisitions.","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":31065,"accession_number":"0001140361-26-033909","item_number":"5.02","item_title":"DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on multiple director appointments and departures in connection with the completion of transformative M\u0026A transactions. The principal disclosed actions are: (1) appointment of Alexander C. Taylor, Dallas Clement, and Mark Greatrex to the Board; (2) Taylor's appointment as Chairman; and (3) Zinterhofer's transition to lead independent director. While the section also discloses departures (Markley's retirement, Patterson and Wargo stepping down), the language emphasizes the new appointments and governance restructuring following the Cox and Liberty Broadband transactions. The appointments of three new directors and a new Chairman constitute the salient event, making exec_appointment the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28970,"run_id":26508,"accession_number":"0001140361-26-033909","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Charter amended its certificate of incorporation and bylaws effective August 19, 2026, in connection with the completion of the Cox and Liberty Broadband acquisitions, including amendments establishing preferred stock rights and other structural changes to reflect the combined entity's governance.","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20","form":"8-K","submitted_at":null,"items":[{"id":31066,"accession_number":"0001140361-26-033909","item_number":"5.03","item_title":"AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.03 disclosure centers on amendments to Charter's certificate of incorporation and bylaws, and the filing of a certificate of designations for Charter Preferred Stock, all effective August 19, 2026 in connection with the completion of transformative transactions (Cox acquisition and Liberty Broadband merger). While the Item 5.03 itself is technically a governance/structural matter, the underlying transactions are material M\u0026A events. However, the section under classification focuses narrowly on the corporate governance documents themselves—the amended charter, bylaws, and preferred stock designations—rather than the M\u0026A activity. The governance changes are material because they reflect the post-transaction corporate structure and the conversion of Liberty Preferred Stock into Charter Preferred Stock, affecting shareholder rights and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":31061,"accession_number":"0001140361-26-033909","item_number":"1.01","item_title":"ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of two transformative transactions: Charter's acquisition of Liberty Broadband and Charter's acquisition of Cox Communications. The Item 1.01 heading explicitly states \"ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT,\" and the exhibit details the closing of both transactions, including consideration paid (46 million Charter shares plus $4 billion cash to Cox; 0.236 Charter shares per Liberty Broadband share), governance changes, and integration plans. These are material acquisitions affecting Charter's ownership structure, debt, and operational footprint.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20"},{"id":31062,"accession_number":"0001140361-26-033909","item_number":"2.01","item_title":"COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of two major transactions: (1) Charter's acquisition of Liberty Broadband in an all-stock merger where Liberty shareholders received 0.236 Charter shares per Liberty share, and (2) Charter's acquisition of Cox Communications' residential cable and related businesses through a combination of cash ($3.5 billion for equity sale, $724 million for contribution), convertible preferred units ($6 billion), and common units (~$5 billion implied value), plus assumption of ~$12 billion in Cox debt. These are transformative M\u0026A activities materially affecting Charter's ownership structure, capitalization, and business scope.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20"},{"id":31063,"accession_number":"0001140361-26-033909","item_number":"3.02","item_title":"UNREGISTERED SALES OF EQUITY SECURITIES.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered issuance of one share of Charter Class C Common Stock to Cox NewCo pursuant to the Cox Transaction Agreement. However, the supplemental exhibit (EX-99.1) reveals this is part of a transformative M\u0026A transaction: Charter has completed its acquisition of Liberty Broadband and a major transaction with Cox Communications, issuing the equivalent of just over 46 million Charter shares to Cox Enterprises subsidiaries (representing approximately 26% of combined fully diluted shares) and assuming approximately $12 billion of Cox debt. This is a material change of control and acquisition activity that fundamentally reshapes Charter's ownership and capital structure, making ma_activity the most salient classification despite the Item 3.02 technical focus on the single share issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20"},{"id":31064,"accession_number":"0001140361-26-033909","item_number":"3.03","item_title":"MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 incorporates by reference Items 1.01 and 2.01, which are the standard items for material acquisitions and mergers. The press release confirms completion of two transformative transactions: Charter's acquisition of Liberty Broadband and the combination with Cox Communications. Cox Enterprises received approximately 46 million Charter shares (26% ownership on fully diluted basis) plus $4 billion cash and $6 billion convertible preferred units, while Liberty Broadband shareholders received 0.236 Charter shares per share held. These are material M\u0026A transactions affecting Charter's capital structure, ownership, and operations across 45 states.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20"},{"id":31065,"accession_number":"0001140361-26-033909","item_number":"5.02","item_title":"DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on multiple director appointments and departures in connection with the completion of transformative M\u0026A transactions. The principal disclosed actions are: (1) appointment of Alexander C. Taylor, Dallas Clement, and Mark Greatrex to the Board; (2) Taylor's appointment as Chairman; and (3) Zinterhofer's transition to lead independent director. While the section also discloses departures (Markley's retirement, Patterson and Wargo stepping down), the language emphasizes the new appointments and governance restructuring following the Cox and Liberty Broadband transactions. The appointments of three new directors and a new Chairman constitute the salient event, making exec_appointment the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20"},{"id":31066,"accession_number":"0001140361-26-033909","item_number":"5.03","item_title":"AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.03 disclosure centers on amendments to Charter's certificate of incorporation and bylaws, and the filing of a certificate of designations for Charter Preferred Stock, all effective August 19, 2026 in connection with the completion of transformative transactions (Cox acquisition and Liberty Broadband merger). While the Item 5.03 itself is technically a governance/structural matter, the underlying transactions are material M\u0026A events. However, the section under classification focuses narrowly on the corporate governance documents themselves—the amended charter, bylaws, and preferred stock designations—rather than the M\u0026A activity. The governance changes are material because they reflect the post-transaction corporate structure and the conversion of Liberty Preferred Stock into Charter Preferred Stock, affecting shareholder rights and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20"},{"id":31067,"accession_number":"0001140361-26-033909","item_number":"7.01","item_title":"REGULATION FD DISCLOSURE.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing announces completion of two transformative transactions: Charter's acquisition of Liberty Broadband Corporation and Charter's transaction with Cox Communications. The press release explicitly states \"Charter Completes Acquisition of Liberty Broadband in All-Stock Transaction\" and describes the Cox transaction involving issuance of approximately 46 million Charter shares and $10 billion in cash and convertible preferred units, resulting in Cox Enterprises owning approximately 26% of the combined entity. These are material M\u0026A activities involving change of control and significant capital restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-20T21:18:07.615809+00:00","company_name":"CHARTER COMMUNICATIONS, INC. /MO/","ticker":"CHTR","filing_date":"2026-08-20"}]}