What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-01-30 compared with 2025-01-31 · 383 added, 339 removed, 1713 unchanged (30% of the section changed)

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Based upon the above evaluation, we believe that our controls provide such reasonable assurances.

In October 2024, we completed the implementation of a Human Capital Management platform which improved the efficiency of certain personnel and related transactional processes.

As a result of the implementation of the Human Capital Management platform, we designed, implemented and are operating new information technology general controls, and revised and updated certain process-level controls.

Except as described above in the preceding paragraph, during the quarter ended December 31, 2024, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2025, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

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Other Information .

On November 21, 2024 , Richard DiGeronimo , President, Product and Technology , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 57,531 shares of Charter Class A common stock between February 19, 2025 and January 30, 2026, subject to certain conditions.

On January 29, 2025, Charter entered into an employment agreement (the “Fischer Employment Agreement”) with Jessica Fischer, our Chief Financial Officer.

The Fischer Employment Agreement, which is effective as of February 5, 2025, has a term ending February 5, 2027 (or upon an earlier termination of employment) and provides that Ms.

Fischer will continue to serve as Chief Financial Officer.

The Fischer Employment Agreement provides that Ms.

Fischer will receive an annual base salary of at least $925,000 and a target annual cash bonus opportunity of 175% of her annual base salary.

Fischer will also continue to participate in Charter’s employee benefit plans and receive perquisites as generally provided to other senior executives of Charter.

In addition, consistent with Ms.

Fischer’s prior employment agreement, Charter will continue to reimburse Ms.

Fischer for all reasonable and necessary expenses incurred in connection with the performance of her duties.

If the employment of Ms.

Fischer is terminated involuntarily by us without cause or by her for good reason, she would be entitled to (a) a cash severance payment equal to two times the sum of her annual base salary and target annual bonus opportunity for the year in which the termination occurs, (b) a cash payment equal to the cost of COBRA coverage for 24 months, and (c) outplacement services for up to 12 months.

The termination benefits described above are subject to Ms.

Fischer’s execution of a release of claims in favor of Charter and its affiliates.

In addition, Ms.

Fischer has agreed to comply with covenants concerning non-disclosure of confidential information, assignment of intellectual property and non-disparagement of Charter and, for two years following termination, covenants concerning non-competition and non-solicitation of customers of Charter and its affiliates and, for one year following termination, covenants concerning non-solicitation of employees of Charter and its affiliates.

A copy of the Fischer Employment Agreement is filed herewith as Exhibit 10.72(b).

The foregoing description of the Fischer Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of that document.

On November 25, 2025 , Christopher L.

Winfrey , President and Chief Executive Officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to (1) sell, on June 18, 2026 , a number of shares of Charter Class A common stock under his beneficial ownership equal to 90% of the number of shares that would be received by Mr.

Winfrey upon a net settlement exercise (covering exercise price and tax withholding) of stock options to purchase 497,309 shares of Charter Class A common stock with an exercise price of $221.25 on the June 17, 2026 expiration date of such stock options (such number of shares that would be received by Mr.

Winfrey upon the net settlement exercise, the “Net Settled Share Amount”) and (2) gift to a donor advised fund, on June 18, 2026, a number of shares of Charter Class A common stock under his beneficial ownership equal to 10% of the Net Settled Share Amount.

At the time of entering the 10b5-1 plan the stock price was lower than the exercise price of the expiring options.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Goodman Director January 30, 2026

/s/ Gregory Maffei Director January 31, 2025

Gregory Maffei

Director January 30, 2026

Merritt Director January 31, 2025

Meyer Director January 31, 2025

/s/ Steve Miron Director January 30, 2026

2 unchanged sentences

Michael Newhouse

/s/ Martin E.

Patterson Director January 30, 2026

/s/ Mauricio Ramos Director January 30, 2026

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Slaski Director January 30, 2026

David Wargo Director January 30, 2026

Exhibit Index

8 unchanged sentences

on November 13, 2024 (File No.

2.4 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.

3.1 Amended and Restated Certificate of Incorporation of Charter Communications, Inc.

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on July 27, 2015 (File No.

4.9 Form of 6.834% Senior Secured Notes due 2055 (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 27, 2015 (File No.

4.9 Indenture, dated as of November 20, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp.

164 unchanged sentences

on November 13, 2023 (File No.

4.83 Form of 6.650% Senior Notes due 2034 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on November 13, 2023 (File No.

4.82 Twenty-Fifth Supplemental Indenture, dated as of May 14, 2024, 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.

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on May 14, 2024 (File No.

4.85 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 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 2, 2025 (File No.

4.86 Form of 5.850% Senior Secured Notes due 2035 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 2, 2025 (File No.

4.87 Form of 6.700% Senior Secured Notes due 2055 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 2, 2025 (File No.

4.88 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.

261 unchanged sentences

on February 24, 2023(File No.

10.67+ Charter Communications, Inc.

2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on April 25, 2025 (File No.

10.68+ Time Warner Cable Inc.

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2011 Stock Incentive Plan (incorporated herein by reference to Annex A to TWC’s Definitive Proxy Statement dated April 6, 2011 and filed with the SEC on April 6, 2011).

10.70(a)+ Amended and Restated Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc.

and Christopher L.

Winfrey (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 21, 2022 (File No.

10.70(b)+ Amendment to Amended and Restated Employment Agreement dated as of February 22, 2023 by and between Charter Communications Inc.

10.71+ Amended and Restated Employment Agreement, dated as of December 3, 2025, by and between Charter Communications, Inc.

and Christopher L.

Winfrey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 24, 2023 (File No.

10.71(a)+ Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc.

and Richard J.

DiGeronimo (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 21, 2022 (File No.

10.71(b)+ Amendment to Employment Agreement dated as of February 22, 2023 by and between Charter Communications Inc.

and Richard J.

DiGeronimo (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 24, 2023 (File No.

10.72(a)+ Employment Agreement, dated as of January 26, 2023, by and between Charter Communications, Inc.

on December 5, 2025 (File No.

10.72+ Employment Agreement between Charter Communications, Inc.

and Richard DiGeronimo, dated August 1, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on August 5, 2025 (File No.

10.73+ Employment Agreement, dated as of January 29, 2025, by and between Charter Communications, Inc.

and Jessica Fischer (incorporated by reference to Exhibit 10.72(b) to the Annual Report on Form 10-K of Charter Communications, Inc.

filed on January 31, 2025 (File No.

10.72(b)+* Employment Agreement, dated as of January 29 , 2025, by and between Charter Communications, Inc.

and Jessica Fischer.

10.74+ Employment Agreement, dated as of October 6, 2023, by and between Charter Communications, Inc.

and Jamal Haughton.

10.74+* Employment Agreement, dated as of December 21 , 202 3 , by and between Charter Communications, Inc.

and Adam Ray.

and Jamal Haughton (incorporated by reference to Exhibit 10.73 to the Annual Report on Form 10-K of Charter Communications, Inc.

filed on January 31, 2025 (File No.

10.75+ Employment Agreement, dated as of January 16, 2026, by and between Charter Communications, Inc.

and Adam Ray (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on January 22, 2026 (File No.

10.76+ Employment Agreement, dated as of July 23, 2024, by and between Charter Communications, Inc.

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filed on December 22, 2017 (File No.

10.79 Amendment to Letter Agreement, dated as of May 16, 2025, by and between Charter Communications, Inc.

and Advance/Newhouse Partnership (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 19, 2025 (File No.

10.80(a) Letter Agreement, dated as of February 23, 2021, between Charter Communications, Inc.

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10.86 Indemnification Agreement, dated as of March 9, 2018, by and among GCI Liberty, Inc., Liberty Interactive Corporation, Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Exhibit 10.2 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on March 14, 2018 (File No.

10.87 Voting Agreement, dated as of May 16, 2025, by and among Charter Communications, Inc., Cox Enterprises, Inc.

and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 19, 2025 (File No.

10.88 Voting Agreement, dated as of May 16, 2025, by and among Charter Communications, Inc., Cox Enterprises, Inc.

and Advance/Newhouse Partnership (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 19, 2025 (File No.

10.89 Side Letter, dated as of May 16, 2025, by and among Charter Communications, Inc., Fusion Merger Sub 1, LLC, Fusion Merger Sub 2, Inc.

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 May 19, 2025 (File No.

19.1 Charter Communications, Inc.

Securities Trading Policy, effective as of October 2024.

Securities Trading Policy, effective as of October 2024 (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K of Charter Communications, Inc.

filed on January 31, 2025 (File No.

21.1* Subsidiaries of Charter Communications, Inc.

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Testing of residential and SMB revenue

As discussed in Note 13 to the consolidated financial statements, the Company recorded residential and small and medium-sized business (SMB) revenue of $47.4 billion for the year ended December 31, 2024.

This revenue is derived primarily from monthly subscription charges from its Internet, video, and voice services.

Testing of residential and small business revenue

As discussed in Note 14 to the consolidated financial statements, the Company recorded residential and small business revenue of $46.9 billion for the year ended December 31, 2025.

This revenue is derived primarily from monthly subscription charges from its internet, video, voice, and mobile services.

Revenue is recognized as the services are provided to a customer on a monthly basis.

The processing and recording of revenue are reliant upon multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence over residential and SMB revenue as a critical audit matter.

Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and SMB revenue due to the volume of data and the number of accounting systems.

Specifically, obtaining an understanding of the systems and processes used in the Company’s recognition of residential and SMB revenue and evaluating the related internal controls required significant audit effort, including specialized skills and knowledge related to IT.

We identified the evaluation of the sufficiency of audit evidence over residential and small business revenue as a critical audit matter.

Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and small business revenue due to the volume of data and the number of accounting systems.

Specifically, obtaining an understanding of the systems and processes used in the Company’s recognition of residential and small business revenue and evaluating the related internal controls required significant audit effort, including specialized skills and knowledge related to IT.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s residential and SMB revenue processes.

This included manual and automated controls over the IT systems used for the processing and recording of residential and SMB revenue.

We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications that are used by the Company in its recognition of residential and SMB revenue.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s residential and small business revenue processes.

This included manual and automated controls over the IT systems used for the processing and recording of residential and small business revenue.

We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications that are used by the Company in its recognition of residential and small business revenue.

We performed a software-assisted data analysis to test the relationships among certain revenue transactions during the year.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.

(signed) KPMG LLP

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Depreciation and amortization 8,711 8,673 8,696

Other operating (income) expense, net 127 ( 53 ) 281

Other operating (income) expenses, net 416 127 ( 53 )

41,866 41,967 42,048

Income from operations 12,908 13,118 12,559

OTHER INCOME (EXPENSE):

OTHER INCOME (EXPENSES):

Interest expense, net

( 5,042 ) ( 5,229 ) ( 5,188 )

Other income (expense), net ( 387 ) ( 517 ) 56

Other expenses, net ( 408 ) ( 387 ) ( 517 )

( 5,450 ) ( 5,616 ) ( 5,705 )

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Stock compensation expense — — 673 — 673 — 673

Equity issued pursuant to employee stock purchase plan — — 20 — 20 — 20

Exercise of stock options — — 20 — 20 — 20

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CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 506 709 645

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 506 $ 709 $ 645

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 598 $ 506 $ 709

CASH PAID FOR INTEREST $ 4,983 $ 5,334 $ 5,020

CASH PAID FOR TAXES $ 1,581 $ 1,470 $ 1,321

As of December 31, 2024, cash, cash equivalents and restricted cash includes $ 47 million of restricted cash included in prepaid expenses and other current assets in the consolidated balance sheets.

As of December 31, 2025 and 2024, cash, cash equivalents and restricted cash includes $ 121 million and $ 47 million of restricted cash included in prepaid expenses and other current assets in the consolidated balance sheets, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

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Charter Communications, Inc.

(together with its controlled subsidiaries, “Charter,” or the “Company”) is a leading broadband connectivity company and cable operator.

Over an advanced communications network, the Company offers a full range of state-of-the-art residential and business services including Spectrum Internet ® , TV, Mobile and Voice.

For small and medium-sized companies, Spectrum Business ® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise ® provides highly customized, fiber-based solutions.

Spectrum Reach ® delivers tailored advertising and production for the modern media landscape.

The Company also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks.

(together with its controlled subsidiaries, “Charter,” or the “Company”) is a leading broadband connectivity company with services available to homes and small to large businesses through its Spectrum ® brand.

Founded in 1993, the Company has 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 the Company’s 100% U.S.-based employees, the Company offers Seamless Connectivity and Entertainment with Spectrum Internet ® , Mobile, TV and Voice products.

Charter is a holding company whose principal asset is a controlling equity interest in Charter Communications Holdings, LLC (“Charter Holdings”), an indirect owner of Charter Communications Operating, LLC (“Charter Operating”) under which substantially all of the operations reside.

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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Areas involving significant judgments and estimates include capitalization of labor and overhead costs, pension benefits and income taxes.

Areas involving significant judgments and estimates include capitalization of labor and overhead costs, valuation and impairment of franchise assets and goodwill, and income taxes.

Actual results could differ from those estimates.

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Government Assistance

The Company's government assistance primarily consists of federal subsidies from the Rural Development Opportunity Fund (“RDOF”) and state broadband grants primarily funded by the American Rescue Plan Act of 2021 (“ARPA”).

The Company was awarded approximately $ 1.1 billion in federal subsidies in phase I of the RDOF auction to be received monthly over ten years to deploy and operate broadband services to unserved communities to more than one million estimated passings.

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generally recorded as a reduction to property, plant and equipment using a percentage of completion, since the primary conditions for these grants are to build out the broadband network.

During the years ended December 31, 2024, 2023 and 2022, the amount of state broadband grants recorded in the consolidated financial statements was not material.

During the years ended December 31, 2025, 2024 and 2023, $ 339 million, $ 235 million and $ 70 million of state broadband grants were recorded as a reduction to property, plant and equipment in the consolidated financial statements.

Advertising Costs

Advertising costs associated with marketing the Company’s products and services are generally expensed as costs are incurred.

Mergers and Acquisitions

On May 16, 2025, Charter, Charter Holdings, and Cox Enterprises, Inc.

(“Cox Enterprises”) entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which (i) Cox Enterprises will sell and transfer to Charter 100 % of the equity interests of certain subsidiaries of Cox Communications, Inc.

(“Cox Communications”) that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses (the “Equity Sale”), (ii) Cox Enterprises will contribute the equity interests of Cox Communications and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings (the “Contribution”), and (iii) Cox Enterprises will pay $ 1.00 to Charter (collectively, the “Cox Transactions”).

Under the Transaction Agreement, Charter and Cox Enterprises may designate one or more wholly owned subsidiaries to take actions with respect to Charter and Cox Enterprises, respectively.

Pursuant to the Transaction Agreement, at the closing of the Transaction:

• in consideration of the Equity Sale, Charter will pay $ 3.5 billion in cash to Cox Enterprises;

• in consideration of the Contribution, Charter Holdings will (i) pay to Cox Enterprises $ 500 million in cash and (ii) issue to Cox Enterprises convertible preferred units of Charter Holdings with an aggregate liquidation preference of $ 6.0 billion, which will pay a 6.875 % dividend per annum, and approximately 33.6 million Charter Holdings common units.

The Charter Holdings convertible preferred units will be convertible into Charter Holdings common units, with an initial conversion price of $ 477.41 , subject to certain adjustments.

The Charter Holdings common units will be exchangeable by the holder, in certain circumstances, for cash or, at the election of Charter, Charter Class A common stock on a one-for-one basis, subject to certain adjustments;

• in consideration of the $ 1.00 payment from Cox Enterprises to Charter, Charter will issue to Cox Enterprises one share of the newly created Charter Class C common stock.

The Charter Class C common stock will be equivalent, economically, to the outstanding Charter Class A common stock and the Charter Class B common stock but will have a number of votes per share that reflect the voting power of the Charter Holdings common units and the Charter Holdings convertible preferred units held by Cox Enterprises on an as-converted, as-exchanged basis.

The combined entity will assume Cox Communications’ approximately $ 12.6 billion in outstanding net debt and finance leases (assumed debt is on a pro forma basis contemplating Cox Communications refinancing of debt maturities occurring between signing and closing of the Cox Transactions).

Property, Plant and Equipment

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The Company calculates standards annually (or more frequently if circumstances dictate) for items such as the labor rates, overhead rates, and the actual amount of time required to perform a capitalizable activity.

Overhead costs are associated with the activities of the Company’s personnel and consist of compensation and other indirect costs associated with support functions.

Overhead costs are associated with

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 AND 2023

(dollars in millions, except share or per share data or where indicated)

the activities of the Company’s personnel and consist of compensation and other indirect costs associated with support functions.

Indirect costs primarily include employee benefits and payroll taxes, and vehicle and occupancy costs.

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Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 8.1 billion, $ 7.8 billion, and $ 7.6 billion, respectively.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

(dollars in millions, except share or per share data or where indicated)

Property, plant and equipment consists of the following as of December 31, 2025 and 2024:

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Management estimates the fair value of franchise rights at the date of acquisition and determines if the franchise has a finite life or an indefinite life.

The Company has concluded that all of its franchises qualify for indefinite life treatment given that there are no legal, regulatory, contractual, competitive, economic or other factors which limit the period over which these rights will contribute to the Company's cash flows.

The Company reassesses this determination periodically or whenever events or substantive changes in circumstances occur.

All franchises are tested for impairment annually or more frequently as warranted by events or changes in circumstances.

Franchise assets are aggregated into essentially inseparable units of accounting to conduct valuations.

The franchise units of accounting are geographical clustering of cable systems representing the highest and best use groupings if sold to market participants.

The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that an indefinite lived intangible asset has been impaired.

If, after this optional qualitative assessment, the Company determines that it is not more likely than not that an indefinite lived intangible asset has been impaired, then no further quantitative testing is necessary.

In completing the qualitative impairment testing, the Company evaluates a multitude of factors that affect the fair value of its franchise assets.

Examples of such factors include environmental and competitive changes within the Company's operating footprint, actual and projected operating performance, the consistency of its operating margins, equity and debt market trends, including changes in its market capitalization, and changes in its regulatory and political landscape, among other factors.

The Company performed a qualitative assessment in 2024.

After consideration of the qualitative factors in 2024, the Company concluded that it is more likely than not that the fair value of the franchise assets in each unit of accounting exceeds the carrying value of such assets and therefore did not perform a quantitative analysis at the assessment date.

Periodically, the Company may elect to perform a quantitative analysis for impairment testing.

If the Company elects or is required to perform a quantitative analysis to test its franchise assets for impairment, the estimated fair value of franchises is determined utilizing an income approach model based on the present value of the estimated discrete future cash flows attributable to each of the intangible assets identified assuming a discount rate.

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

contribute to the Company's cash flows.

The Company reassesses this determination periodically or whenever events or substantive changes in circumstances occur.

All franchises are tested for impairment annually or more frequently as warranted by events or changes in circumstances.

Franchises are aggregated into essentially inseparable units of accounting to conduct valuations.

The franchise units of accounting are geographical clustering of cable systems into groups representing the highest and best use if sold to market participants.

The Company performed a quantitative impairment analysis as of October 31, 2025 utilizing a multi-period excess earnings method, a discounted cash flow income approach which isolates discrete cash flows attributable to the franchise intangibles from the business enterprise cash flows.

The income approach incorporated updated projections of the business enterprise cash flows, allocations of cash flows attributable to franchise intangibles, and current market assumptions for growth rates and discount rates.

Based on the Company’s quantitative analysis, the Company concluded that the fair value of the franchises in each unit of accounting exceeds the carrying value of such assets.

Goodwill is also tested for impairment annually or more frequently as warranted by events or changes in circumstances.

The Company has determined that it has one reporting unit for purposes of the assessment of goodwill impairment.

Goodwill is tested for impairment as of November 30 of each year , or more frequently as warranted by events or changes in circumstances.

Accounting guidance also permits an optional qualitative assessment for goodwill to determine whether it is more likely than not that the carrying value of a reporting unit exceeds its fair value.

If, after this qualitative assessment, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount then no further quantitative testing would be necessary.

A quantitative assessment is performed if the qualitative assessment results in a more likely than not determination or if a qualitative assessment is not performed.

The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value.

As with the Company’s franchise impairment testing, in 2024 the Company elected to perform a qualitative goodwill impairment assessment, which incorporated consideration of the same qualitative factors relevant to the Company's franchise impairment testing.

As with the Company’s franchise impairment testing, the Company elected to perform a quantitative goodwill impairment analysis as of October 31, 2025.

The Company changed the annual goodwill impairment test date to October 31 from the November 30 date used in the prior year’s qualitative assessment to allow for sufficient time to complete the quantitative analysis in conjunction with the year-end financial reporting process.

The quantitative analysis considers whether the carrying amount of a reporting unit exceeds its fair value of the reporting unit, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value.

As a result of that assessment, the Company concluded that goodwill is not impaired.

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The Company owns approximately $ 464 million of Citizens Broadband Radio Service ("CBRS") priority access licenses.

The wireless spectrum licenses are considered indefinite life intangible assets recorded in other noncurrent assets on the Company's consolidated balance sheets and payments (including deposits) are presented as an investing cash outflow on the Company’s statements of cash flows.

The wireless spectrum licenses are considered indefinite life intangible assets recorded in other noncurrent assets on the Company's consolidated balance sheets.

The Company elected to perform a qualitative impairment assessment in 2025 and concluded that its CBRS priority access licenses are not impaired.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 AND 2023

(dollars in millions, except share or per share data or where indicated)

As of December 31, 2025 and 2024, indefinite-lived and finite-lived intangible assets are presented in the following table:

10 unchanged sentences

$ 18,592 $ ( 18,109 ) $ 483 $ 18,747 $ ( 17,639 ) $ 1,108

Amortization expense related to customer relationships and other intangible assets for the years ended December 31, 2024, 2023 and 2022 was $ 838 million, $ 1.1 billion and $ 1.3 billion, respectively.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

(dollars in millions, except share or per share data or where indicated)

Amortization expense related to customer relationships and other intangible assets for the years ended December 31, 2025, 2024 and 2023 was $ 585 million, $ 838 million and $ 1.1 billion, respectively.

The Company expects amortization expense on its finite-lived intangible assets will be as follows.

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The Company applies the equity method to investments when it has the ability to exercise significant influence over the operating and financial policies of the investee.

The Company’s share of the investee’s earnings (losses) is included in other expense, net in the consolidated statements of operations.

The Company’s share of the investee’s earnings (losses) is included in other expenses, net in the consolidated statements of operations.

The Company monitors its investments for indicators that a decrease in investment value has occurred that is other-than-temporary.

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The difference between the fair value and the amount of underlying equity in net assets for most equity method investments is due to unrecognized intangible assets at the investee.

These amounts are amortized as a component of equity earnings (losses), recorded within other income (expense), net over the estimated useful life of the asset.

These amounts are

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 AND 2023

(dollars in millions, except share or per share data or where indicated)

amortized as a component of equity earnings (losses), recorded within other expenses, net over the estimated useful life of the asset.

Investments consisted of the following as of December 31, 2025 and 2024:

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The remaining unamortized basis difference was $ 145 million and $ 240 million as of December 31, 2025 and 2024, respectively.

For the years ended December 31, 2024, 2023 and 2022, net losses from investments were $ 331 million, $ 343 million and $ 100 million, respectively, which were recorded in other income (expense), net in the consolidated statements of operations.

For the years ended December 31, 2025, 2024 and 2023, net losses from investments were $ 357 million, $ 331 million and $ 343 million, respectively, which were recorded in other expenses, net in the consolidated statements of operations.

Losses on equity investments, net for years ended December 31, 2025, 2024 and 2023 are primarily related to our joint venture in Xumo.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

(dollars in millions, except share or per share data or where indicated)

Accounts Payable, Accrued and Other Current Liabilities

11 unchanged sentences

$ 12,556 $ 11,687

In 2024, the Company began its supply chain finance (“SCF”) program whereby the Company has agreements with third parties that allow its participating vendors to finance payment obligations from the Company with designated third-party financial institutions who act as its paying agent.

Under a supply chain finance (“SCF”) program, the Company has agreements with third parties that allow its participating vendors to finance payment obligations from the Company with designated third-party financial institutions who act as its paying agent.

The Company has generally extended its payment terms with vendors.

3 unchanged sentences

Cash outflows to the financial institutions are classified as cash flows from operating and investing activities.

A rollforward of the Company's outstanding payment obligations to participating vendors under its SCF program is summarized as follows for the year ended December 31, 2024 and are included in accounts payable - trade and accrued capital expenditures in the table above:

Balance, beginning of period $ —

Obligations confirmed during the year 1,454

Obligations paid during the year ( 878 )

Balance, end of period $ 576

Under a deferred payment program, the Company has agreements with third parties specifically for its mobile handset purchases.

Under the deferred payment program, the third parties pay the Company’s mobile handset invoices when due, and the Company pays the third parties at a later date, the invoice amount plus interest.

Cash outflows to the financial institutions are classified as cash flows from financing activities.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

A rollforward of the Company's outstanding payment obligations to participating vendors under its deferred payment program is summarized as follows for the year ended December 31, 2024 and are included in short-term borrowings in the table above:

A rollforward of the Company's outstanding payment obligations to participating vendors under its SCF program is summarized as follows for the years ended December 31, 2025 and 2024 and are included in accounts payable - trade and accrued capital expenditures in the table above:

Year Ended December 31,

Balance, beginning of period $ 576 $ —

2 unchanged sentences

Balance, end of period $ 735 $ 576

Under a deferred payment program, the Company has agreements with third parties to pay certain invoices when due, and the Company pays the third parties at a later date, the invoice amount plus interest.

Cash outflows to the financial institutions are classified as cash flows from financing activities.

A rollforward of the Company's outstanding payment obligations to participating vendors under its deferred payment program is summarized as follows for the years ended December 31, 2025 and 2024 and are included in short-term borrowings in the table above:

Year Ended December 31,

Balance, beginning of period $ 758 $ 425

Obligations confirmed during the year 2,159 1,795

Obligations paid during the year ( 1,999 ) ( 1,462 )

Balance, end of period $ 918 $ 758

The primary leased asset classes of the Company include real estate, dark fiber, colocation facilities and other equipment.

8 unchanged sentences

Operating lease expenses were $ 538 million, $ 516 million and $ 506 million for the years ended December 31, 2025, 2024 and 2023, respectively, inclusive of both short-term lease costs and variable lease costs that were not included in the measurement of operating lease liabilities.

Cash paid for amounts included in the measurement of operating lease liabilities, recorded as operating cash flows in the statements of cash flows, were $ 378 million, $ 369 million and $ 345 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities, recorded as operating cash flows in the statements of cash flows, were $ 376 million, $ 378 million and $ 369 million for the years ended December 31, 2025, 2024 and

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 AND 2023

(dollars in millions, except share or per share data or where indicated)

2023, respectively.

Operating lease right-of-use assets obtained in exchange for operating lease obligations were $ 344 million, $ 274 million and $ 335 million for the years ended December 31, 2025, 2024 and 2023, respectively.

9 unchanged sentences

Weighted average discount rate for operating leases 5.4 % 5.1 %

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

(dollars in millions, except share or per share data or where indicated)

Maturities of operating lease liabilities as of December 31, 2025 are as follows.

13 unchanged sentences

(a) Includes the Company's £ 625 million aggregate principal amount of fixed-rate British pound sterling denominated notes (the “Sterling Notes”) (remeasured at $ 842 million and $ 782 million as of December 31, 2025 and 2024, respectively, using the exchange rate at the respective dates) and the Company's £ 650 million aggregate principal amount of Sterling Notes (remeasured at $ 876 million and $ 813 million as of December 31, 2025 and 2024, respectively, using the exchange rate at the respective dates).

(b) The Company had availability under the Charter Operating credit facilities of approximately $ 6.3 billion as of December 31, 2024.

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of December 31, 2024 and 2023 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2.

In May 2024, Charter Operating and Charter Communications Operating Capital Corp.

jointly issued $ 1.5 billion of 6.100 % senior secured notes due June 2029 at a price of 99.944 % of the aggregate principal amount and $ 1.5 billion of 6.550 % senior secured notes due June 2034 at a price of 99.755 % of the aggregate principal amount.

The net proceeds were used to fund a concurrent tender offer to repurchase $ 2.7 billion in aggregate principal amount of Charter Operating's 4.908 % senior secured notes due July 2025, to prepay Charter Operating's outstanding Term B-1 Loan and to pay related fees and expenses.

The transactions resulted in a gain on extinguishment of debt of approximately $ 9 million for the year ended December 31, 2024 recorded in other income (expense), net in the consolidated statements of operations.

In December 2024, Charter Operating entered into an amendment to its credit agreement to (i) establish a new Revolving Loan C (including by converting a portion of the existing Revolving Loan B commitments to Revolving Loan C commitments), (ii) convert a portion of the Term A-5 Loan to Term A-7 Loan and repay any remaining Term A-5 Loan that was not converted to Term A-7 Loan, and (iii) convert or replace a portion of the Term B-2 Loan with a new tranche of Term B-5 Loan and repay any remaining Term B-2 Loan that was not converted to Term B-5 Loan, among other amendments.

The transactions resulted

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

in a loss on extinguishment of debt of approximately $ 8 million for the year ended December 31, 2024 recorded in other income (expense), net in the consolidated statements of operations.

During the years ended December 31, 2023 and 2022, the Company repurchased $ 1.5 billion and $ 3.0 billion, respectively, of various series of senior notes.

Each of the transactions resulted in a loss on extinguishment of debt of approximately $ 3 million for the years ended December 31, 2023 and 2022 recorded in other income (expense), net in the consolidated statements of operations.

(b) The Company had availability under the Charter Operating credit facilities of approximately $ 4.4 billion as of December 31, 2025.

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of December 31, 2025 and 2024 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2.

In September 2025, Charter Operating and Charter Communications Operating Capital Corp.

jointly issued $ 1.25 billion of 5.850 % senior secured notes due December 2035 at a price of 99.932 % of the aggregate principal amount and $ 750 million of 6.700 % senior secured notes due December 2055 at a price of 99.832 % of the aggregate principal amount.

The net proceeds were used for general corporate purposes, including to repay certain indebtedness, including Charter Operating’s 6.150 % senior secured notes due 2026, to fund potential buybacks of Charter Class A common stock and Charter Holdings common units, and to pay related fees and expenses.

The transactions resulted in a loss on extinguishment of debt of approximately $ 28 million during the year ended December 31, 2025 recorded in other expenses, net in the consolidated statement of operations.

In January 2026, CCO Holdings and CCO Holdings Capital Corp.

jointly issued $ 1.75 billion aggregate principal amount of 7.000 % senior notes due February 2033 at par and $ 1.25 billion aggregate principal amount of 7.375 % senior notes due February 2036 at par.

The net proceeds will be used for general corporate purposes, including to repay certain indebtedness, including the call of $ 750 million of CCO Holdings 5.500 % senior notes due 2026 and the partial call of $ 2.25 billion of CCO Holdings 5.125 % senior notes due 2027.

CCO Holdings Notes

4 unchanged sentences

The optional redemption price declines to 100 % of the respective series’ principal amount, plus accrued and unpaid interest, if any, on or after varying dates in 2026 through 2034.

In addition, at any time prior to varying dates in 2025 through 2026, CCO Holdings may redeem up to 40 % of the aggregate principal amount of certain notes at a premium plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings (as defined in the indenture);

In addition, at any time prior to varying dates in 2026 to 2029, CCO Holdings may redeem up to 40 % of the aggregate principal amount of certain notes at a premium plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings (as defined in the indenture);

provided that certain conditions are met.

13 unchanged sentences

The leverage ratio was 4.0 as of December 31, 2025.

Charter Operating Notes

The Charter Operating notes are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating.

In addition, the Charter Operating notes are secured by a perfected first priority security interest in substantially all of the assets of Charter Operating and substantially all of its subsidiaries to the extent such liens can be perfected under the Uniform Commercial Code by the filing of a financing statement and the liens rank equally with the liens on the collateral securing obligations under the Charter Operating credit facilities.

Charter Operating may redeem some or all of the Charter Operating notes, prior to their respective par call dates, at any time at a premium.

The Charter Operating notes are subject to the terms and conditions of the indentures governing the Charter Operating notes.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

incur liens securing indebtedness for borrowed money and on the ability of Charter Operating to consolidate, merge or convey or transfer substantially all of their assets.

Charter Operating Notes

The Charter Operating notes are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating.

Charter Operating may redeem some or all of the Charter Operating notes, prior to their respective par call dates, at any time at a premium.

The Charter Operating notes are subject to the terms and conditions of the indentures governing the Charter Operating notes.

The Charter Operating notes indentures contain customary representations and warranties and affirmative covenants with customary negative covenants, including restrictions on the ability of Charter Operating or any of its material subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of Charter Operating to consolidate, merge or convey or transfer substantially all of their assets.

The Charter Operating indentures also contain customary events of default.

2 unchanged sentences

• Term A-6 Loan with a remaining principal amount of approximately $ 413 million, which is repayable in quarterly installments and aggregating $ 25 million in each loan year, with the remaining balance due at final maturity on August 31, 2028.

Pricing on Term A-6 Loan is SOFR plus 1.50 %;

Pricing on Term A-6 Loan is Secured Overnight Financing Rate (“SOFR”) plus 1.50 %;

• Term A-7 Loan with a remaining principal amount of approximately $ 4.3 billion, which is repayable in quarterly installments and aggregating $ 227 million in each loan year, with the remaining balance due at final maturity on March 15, 2030.

7 unchanged sentences

• a Revolving Loan B allowing for borrowings of up to approximately $ 960 million maturing on August 31, 2027;

• a Revolving Loan C with an outstanding balance of $ 140 million and allowing for borrowings of up to $ 5.5 billion maturing on March 15, 2030.

• a Revolving Loan C with an outstanding balance of $ 2.1 billion and allowing for borrowings of up to $ 5.5 billion maturing on March 15, 2030.

Pricing on the revolving loans is SOFR plus 1.25 % with a commitment fee based on Charter's corporate family rating and not to exceed 0.20 %.

5 unchanged sentences

The obligations of Charter Operating under the Charter Operating credit facilities are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating.

The obligations are also secured by (i) a lien on substantially all of the assets of Charter Operating and substantially all of its subsidiaries, to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge of the equity interests directly or indirectly owned by Charter Operating in substantially all of its subsidiaries, as well as intercompany obligations owing to it and the guarantor subsidiaries by any of their affiliates.

The Charter Operating credit facilities contain representations and warranties, and customary affirmative and negative covenants, including restrictions on the ability of Charter Operating or any of its subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of Charter Operating to consolidate, merge or convey or transfer substantially all of its assets.

The financial covenants measure performance against standards set for leverage to be tested as of the end of each quarter.

The Charter Operating credit facilities also contain customary events of default and the right to cure with respect to any defaults or events of default.

At December 31, 2024, Charter Operating had a consolidated leverage ratio of approximately 2.7 and a consolidated first lien leverage ratio of 2.7 .

Both ratios are in compliance with the ratios required by the Charter Operating credit facilities of 5.0 to

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

1.0 consolidated leverage ratio and 4.0 to 1.0 consolidated first lien leverage ratio.

Commercial Code by the filing of a financing statement, and (ii) a pledge of the equity interests directly or indirectly owned by Charter Operating in substantially all of its subsidiaries, as well as intercompany obligations owing to it and the guarantor subsidiaries by any of their affiliates.

The financial covenants measure performance against standards set for leverage to be tested as of the end of each quarter.

The Charter Operating credit facilities also contain customary events of default and the right to cure with respect to any defaults or events of default.

At December 31, 2025, Charter Operating had a consolidated leverage ratio of approximately 2.8 and a consolidated first lien leverage ratio of 2.8 .

Both ratios are in compliance with the ratios required by the Charter Operating credit facilities of 5.0 to 1.0 consolidated leverage ratio and 4.0 to 1.0 consolidated first lien leverage ratio.

A failure by Charter Operating to maintain the financial covenants would result in an event of default under the Charter Operating credit facilities and the debt of CCO Holdings.

14 unchanged sentences

The TWCE indentures also contain customary events of default.

Limitations on Distributions

Distributions by the Company’s subsidiaries to a parent company for payment of principal on parent company notes are restricted under the CCO Holdings indentures discussed above, unless there is no default under the applicable indenture, and unless CCO Holdings’ leverage ratio test is met at the time of such distribution.

As of December 31, 2024, there was no default under any of these indentures and CCO Holdings met its applicable leverage ratio tests based on December 31, 2024 financial results.

There can be no assurance that CCO Holdings will satisfy these tests at the time of the contemplated distribution.

In addition to the limitation on distributions under the various indentures, distributions by the Company’s subsidiaries may be limited by applicable law, including the Delaware Limited Liability Company Act, under which the Company’s subsidiaries may make distributions if they have “surplus” as defined in the act.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

Limitations on Distributions

As of December 31, 2025, there was no default under any of these indentures and CCO Holdings met its applicable leverage ratio tests based on December 31, 2025 financial results.

There can be no assurance that CCO Holdings will satisfy these tests at the time of the contemplated distribution.

Liquidity and Future Principal and Interest Payments

15 unchanged sentences

Equipment Installment Plan Financing Facility

In June 2024, a bankruptcy remote special purpose vehicle and consolidated subsidiary of the Company, CCO EIP Financing, LLC, (the “SPV Borrower”) entered into a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables (“EIP Receivables”) with a number of financial institutions (the “EIP Financing Facility”).

The revolving credit facility under the EIP Financing Facility bears interest on the outstanding borrowings based on lenders’ cost of funds plus an applicable margin and was 5.78 % as of December 31, 2024.

The EIP Financing Facility has a final maturity date of June 20, 2028, comprised of a one-year revolving loan period, subject to annual renewal, and if not renewed, cash flows on EIP Receivables are applied to amortize the loan which may occur over a period of up to three years.

SPV Borrower may borrow up to $ 1.25 billion under the EIP Financing Facility.

As of December 31, 2024, the carrying value of the EIP Financing Facility was $ 1.1 billion and is included in the Company’s consolidated balance sheets.

The SPV Borrower’s sole business consists of the purchase or acceptance through capital contributions of the EIP Receivables from Spectrum Mobile Equipment, LLC, (the sole direct parent entity of SPV Borrower that originates the EIP Receivables) and the subsequent retransfer of or granting of a security interest in such EIP Receivables to the administrative agent under the EIP Financing Facility.

The SPV Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPV Borrower’s assets prior to any assets or value in the SPV Borrower becoming available to the SPV Borrower’s equity holders, and the assets of the SPV Borrower are not available to pay creditors of any other affiliate of the Company.

The EIP Financing Facility is accounted for on a consolidated basis as a secured borrowing.

As of December 31, 2024, pledged EIP Receivables with an unpaid principal balance of $ 1.6 billion, included in accounts receivable, net and other noncurrent assets, and restricted cash of $ 47 million, included in prepaid expenses and other current assets, are held by the SPV Borrower and reflected in the Company’s consolidated balance sheets.

Receipts from mobile customers related to the underlying EIP Receivables are reflected as cash flows from operating activities and borrowings and repayments under the EIP Financing Facility are reflected as cash flows from financing activities in the Company’s consolidated statements of cash flows.

CCO EIP Financing, LLC (the “SPV Borrower”), a bankruptcy remote special purpose vehicle and consolidated subsidiary of the Company, is the borrower of a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables (“EIP Receivables”) with a number of financial institutions (the “EIP Financing Facility”).

The revolving credit facility under the EIP Financing Facility bears interest on the outstanding borrowings based on lenders’ cost of funds plus an applicable margin and was 5.14 % and 5.78 % as of December 31, 2025 and 2024, respectively.

In November 2025, the revolving credit facility under the EIP Financing Facility was amended to extend the maturity date and increase borrowing capacity to $ 2.0 billion, among other amendments.

The EIP Financing Facility has a final maturity date of November 3, 2029, comprised of a twelve-month revolving loan period subject to renewal, and if not renewed, cash flows on EIP Receivables are applied to amortize the loan which may occur over a period of up to three years.

As of December 31, 2025 and 2024, the carrying value of the EIP Financing Facility was $ 1.4 billion and $ 1.1 billion, respectively, and is included in the Company’s consolidated balance sheets.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

The EIP Financing Facility is accounted for on a consolidated basis as a secured borrowing.

As of December 31, 2025 and 2024, pledged EIP Receivables with an unpaid principal balance of $ 2.2 billion and $ 1.6 billion, respectively, included in accounts receivable, net and other noncurrent assets, and restricted cash of $ 121 million and $ 47 million, respectively, included in prepaid expenses and other current assets, are held by the SPV Borrower and reflected in the Company’s consolidated balance sheets.

Charter’s Class A common stock and Class B common stock are identical except with respect to certain voting, transfer and conversion rights.

18 unchanged sentences

Restricted stock unit vesting 771,135 —

Stock issuances pursuant to employee stock purchase plan (see Note 21) 98,631 —

Purchase of treasury stock ( 16,540,557 ) —

BALANCE, December 31, 2025 126,631,549 1

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 AND 2023

(dollars in millions, except share or per share data or where indicated)

Share Repurchases

7 unchanged sentences

16,540,557 $ 5,132 4,034,569 $ 1,213 8,358,134 $ 3,215

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

(dollars in millions, except share or per share data or where indicated)

Share buybacks above include shares of Charter Class A common stock purchased from Liberty Broadband Corporation (“Liberty Broadband”) pursuant to the Existing LBB Letter Agreement, as amended by the Stockholders and Letter Agreement Amendment, as follows (see Note 18).

Share buybacks above include shares of Charter Class A common stock purchased from Liberty Broadband Corporation (“Liberty Broadband”) as follows (see Note 19).

Year Ended December 31,

4 unchanged sentences

The Company also withholds shares of its Class A common stock in payment of income tax withholding owed by employees upon vesting of equity awards as well as exercise costs owed by employees upon exercise of stock options.

At the end of each fiscal year, Charter’s board of directors approves the retirement of the then currently outstanding treasury stock and those shares were retired as of December 31, 2024 and 2023.

At the end of each fiscal year, the Board of Directors of Charter approves the retirement of the then currently outstanding treasury stock and those shares were retired as of December 31, 2025 and 2024.

The Company accounts for treasury stock using the cost method and includes treasury stock as a component of total shareholders’ equity.

5 unchanged sentences

As of December 31, 2025, A/N held 15.5 million Charter Holdings common units which are exchangeable at any time into either Charter Class A common stock on a one-for-one basis, or, at Charter’s option, cash, based on the then current market price of Charter Class A common stock.

Net income of Charter Holdings attributable to A/N’s common noncontrolling interest for financial reporting purposes is based on the weighted average effective common ownership interest of approximately 10 % to 11 % and was $ 767 million, $ 702 million and $ 792 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Net income of Charter Holdings attributable to A/N’s common noncontrolling interest for financial reporting purposes is based on the weighted average effective common ownership interest of approximately 11 % for the year ended December 31, 2025 and 10 % for both years ended December 31, 2024 and 2023 and was $ 778 million, $ 767 million and $ 702 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Charter Holdings is required to make quarterly cash tax distributions (with annual true-ups) on a pro rata basis to its partners based on the partner with the highest proportionate cash tax requirement.

To the extent such tax distributions would exceed Charter’s cash tax requirements, it may waive its entitlement to tax distributions and, instead, issue a non-pro rata "advance" to A/N, which will accrue interest at the interest rate applicable to Charter Operating’s revolving credit facility and will reduce A/N’s exchange value into cash or Charter Class A common stock.

Charter Holdings distributed $ 130 million, $ 155 million and $ 156 million to A/N as a pro rata tax distribution on its common units during the years ended December 31, 2025, 2024 and 2023, respectively.

The following table represents Charter Holdings' purchase of Charter Holdings common units from A/N pursuant to the A/N Letter Agreement (see Note 18) and the effect on total shareholders' equity during the years ended December 31, 2024, 2023 and 2022.

Year Ended December 31,

2024 2023 2022

Number of units purchased 589,319 1,079,322 3,171,681

Amount of units purchased $ 189 $ 427 $ 1,602

Decrease in noncontrolling interest based on carrying value $ ( 138 ) $ ( 240 ) $ ( 700 )

Decrease in additional paid-in-capital, net of tax $ ( 38 ) $ ( 140 ) $ ( 681 )

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

The following table represents Charter Holdings' purchase of Charter Holdings common units from A/N (see Note 19) and the effect on total shareholders' equity during the years ended December 31, 2025, 2024 and 2023.

Year Ended December 31,

2025 2024 2023

Number of units purchased 996,296 589,319 1,079,322

Purchase of noncontrolling interest $ 373 $ 189 $ 427

Carrying value of noncontrolling interest purchased $ ( 273 ) $ ( 138 ) $ ( 240 )

Excess purchased recorded to additional paid-in-capital, net of tax $ ( 75 ) $ ( 38 ) $ ( 140 )

Total shareholders' equity was also adjusted during the years ended December 31, 2025, 2024 and 2023 due to changes in Charter Holdings' ownership as follows.

7 unchanged sentences

The cross-currency swaps have maturities of June 2031 and July 2042.

The Company’s derivative instruments are not designated as hedges and are marked to fair value each period, with the impact recorded as a gain or loss on financial instruments in the consolidated statements of operations in other income (expense), net.

While these derivative instruments are not designated as hedges for accounting purposes, management continues to believe such instruments are closely correlated with the respective debt, thus managing associated risk.

The fair value of the Company's cross-currency derivatives, which are classified within Level 2 of the valuation hierarchy, was $ 406 million and $ 504 million and is included in other long-term liabilities on its consolidated balance sheets as of December 31, 2025 and 2024, respectively.

The effect of financial instruments are recorded in other income (expense), net in the consolidated statements of operations and consisted of the following.

The effect of financial instruments are recorded in other expenses, net in the consolidated statements of operations and consisted of the following.

Year Ended December 31,

13 unchanged sentences

Internet $ 23,765 $ 23,360 $ 23,032

Video 15,126 16,351 17,460

Mobile service 3,762 3,083 2,243

Connectivity 27,527 26,443 25,275

Video 13,703 15,129 16,353

Voice 1,350 1,437 1,510

Residential revenue 42,580 43,009 43,138

Small and medium business 4,371 4,353 4,350

Enterprise 2,883 2,770 2,677

Small business 4,346 4,376 4,355

Mid-market & large business 2,969 2,878 2,767

Commercial revenue 7,315 7,254 7,122

3 unchanged sentences

Residential Services

Residential customers are offered Internet, video, mobile and voice services primarily on a subscription basis.

Residential customers are offered Internet, mobile, video and voice services primarily on a subscription basis.

Mobile services are sold under unlimited data plans or by-the-gig data usage plans.

17 unchanged sentences

Fees imposed on the Company by various governmental authorities are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities.

Fees of $ 941 million, $ 993 million and $ 1.1 billion for the years ended December 31, 2024, 2023 and 2022, respectively, are reported in revenues on a gross basis with a corresponding operating

Fees of $ 889 million, $ 941 million and $ 993 million for the years ended

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

expense because the Company is acting as a principal.

December 31, 2025, 2024 and 2023, respectively, are reported in revenues on a gross basis with a corresponding operating expense because the Company is acting as a principal.

Certain taxes, such as sales taxes imposed on the Company’s customers, collected and remitted to state and local authorities are recorded on a net basis because the Company is acting as an agent in such situations.

Commercial Services

Small and medium business ("SMB") customers are offered Internet, video, mobile and voice services similar to those provided to residential customers.

SMB customers may generally cancel their subscriptions at the end of their monthly service period without penalty.

Small business customers are offered Internet, mobile, video and voice services similar to those provided to residential customers.

Small business customers may generally cancel their subscriptions at the end of their monthly service period without penalty.

Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered.

Services to enterprise clients include more tailored communications products and managed service solutions to larger businesses, as well as high-capacity last-mile data connectivity services to mobile and wireline carriers on a wholesale basis.

Services to mid-market & large business clients include more tailored communications products and managed service solutions to larger businesses, as well as high-capacity last-mile data connectivity services to mobile and wireline carriers on a wholesale basis.

Services are primarily offered on a subscription basis with a contractually specified and non-cancelable service period, which is generally one to seven years with a weighted average term of approximately three years.

Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the contract period as the subscription services are delivered.

Enterprise subscription services are billed as monthly recurring charges to customers and related installation services, if applicable, are billed upon completion of the customer installation.

Mid-market & large business subscription services are billed as monthly recurring charges to customers and related installation services, if applicable, are billed upon completion of the customer installation.

Installation services are not accounted for as distinct performance obligations, but rather a component of the connectivity services, and therefore upfront installation fees are deferred and recognized as revenue over the related contract period.

Enterprise sales commission costs are deferred and recognized using a portfolio approach over a weighted-average contract period.

Mid-market & large business sales commission costs are deferred and recognized using a portfolio approach over a weighted-average contract period.

Advertising Services

9 unchanged sentences

Other noncurrent assets:

Equipment installment plan receivables, net $ 980 $ 687

Equipment installment plan receivables, less allowance for doubtful accounts of $ 117 million and $ 99 million, respectively

$ 1,114 $ 980

Contract acquisition and fulfillment costs $ 765 $ 701

31 unchanged sentences

Customer operations 3,115 3,162 3,239

Sales and marketing 3,714 3,653 3,585

Marketing and residential sales 3,782 3,590 3,469

Stock compensation expense (see Note 16) 673 651 692

Other 4,494 4,420 4,310

Transition expenses 19 — —

Other expense 4,459 4,577 4,544

$ 32,739 $ 33,167 $ 33,405

Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand and pay-per-view programming.

Other costs of revenue include costs directly related to providing Internet, video, mobile and voice services including mobile device costs, payments to franchise and regulatory authorities, payments for sports, local and news content produced by the Company and direct costs associated with selling advertising.

Other costs of revenue include costs directly related to providing Internet, mobile, video and voice services including mobile device costs, payments to franchise and regulatory authorities, payments for sports, local and news content produced by the Company and direct costs associated with selling advertising.

Also included in other costs of revenue are content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period.

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Customer operations costs include call center labor costs for customer care, billing costs, bad debt expense, and collections.

Sales and marketing costs represent the costs of selling and marketing our Internet, video, mobile and voice services to current and potential non-bulk residential and SMB customers, including labor cost.

Other expense

Marketing and residential sales costs represent the costs of marketing residential and business Internet, mobile, video and voice services and costs to sell to current and potential non-bulk residential customers,

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

includes corporate overhead costs, as well as indirect costs associated with Spectrum Enterprise, Spectrum Reach, Spectrum Networks and Spectrum Community Solutions, including related sales and marketing and bad debt expenses.

Other Operating (Income) Expense, Net

including labor cost.

Transition expenses represent incremental costs incurred to prepare for the integration of the Cox Transactions’ operations and to bring systems and processes into a uniform operating structure.

Other expense includes corporate overhead costs, as well as certain indirect costs associated with Spectrum Business, Spectrum Reach, Spectrum Networks and Spectrum Community Solutions, including related sales expenses.

Other Operating (Income) Expenses, Net

Year Ended December 31,

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Special charges, net $ 157 $ 139 $ 198

Merger and acquisition costs 129 — —

(Gain) loss on disposal of assets, net 130 ( 12 ) ( 251 )

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Special charges, net primarily includes severance costs and net amounts of litigation settlements.

For the year ended December 31, 2022, special charges, net also includes an impairment on non-strategic assets and is offset by a gain related to the settlement of a multiemployer pension plan.

(Gain) loss on disposal of assets, net includes a $ 262 million gain on sale of towers during the year ended December 31, 2023.

Other Income (Expense), Net

Merger and acquisition costs represents costs incurred primarily in connection with the Cox Transactions, such as advisory, legal and accounting fees, among others.

(Gain) loss on disposal of assets, net includes a $ 90 million impairment on the sale of non-strategic assets during the year ended December 31, 2025 and a $ 262 million gain on sale of towers during the year ended December 31, 2023.

Other Expenses, Net

Year Ended December 31,

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Gain (loss) on financial instruments, net (see Note 13) ( 27 ) ( 34 ) 45

Other pension benefits (costs), net (see Note 20) ( 23 ) ( 216 ) 254

Net periodic pension benefit (costs) (see Note 21) 4 ( 23 ) ( 216 )

Loss on equity investments, net (see Note 6) ( 357 ) ( 331 ) ( 343 )

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Restricted stock generally vests one year from the date of grant.

As of December 31, 2024, total unrecognized compensation remaining to be recognized in future periods totaled $ 276 million for stock options, $ 1 million for restricted stock and $ 396 million for restricted stock units and the weighted average period

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

over which they are expected to be recognized is 2 years for stock options, 4 months for restricted stock and 2 years for restricted stock units.

As of December 31, 2025, total unrecognized compensation remaining to be recognized in future periods totaled $ 198 million for stock options, $ 1 million for restricted stock and $ 363 million for restricted stock units and the weighted average period over which they are expected to be recognized is 2 years for stock options, 4 months for restricted stock and 2 years for restricted stock units.

A summary of the activity for Charter’s stock options for the years ended December 31, 2025, 2024 and 2023, is as follows (shares in thousands, except per share data):

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Income tax expense $ 1,692 $ 1,649 $ 1,593

The Company’s effective tax rate differs from that derived by applying the applicable federal income tax rate of 21 % for the years ended December 31, 2024, 2023 and 2022 as follows:

The Company’s effective tax rate differs from that derived by applying the applicable federal income tax rate for the years ended December 31, 2025, 2024 and 2023 as follows:

Year Ended December 31,

2025 2024 2023

Statutory federal income taxes $ ( 1,575 ) $ ( 1,439 ) $ ( 1,567 )

Statutory state income taxes, net ( 157 ) ( 174 ) ( 257 )

Change in uncertain tax positions ( 177 ) ( 158 ) ( 163 )

Nondeductible expenses ( 34 ) ( 34 ) ( 42 )

federal tax at statutory rate $ 1,566 21.0 % $ 1,575 21.0 % $ 1,439 21.0 %

State and local income taxes, net of federal income tax effect 201 2.7 % 171 2.3 % 372 5.4 %

Net income attributable to noncontrolling interest ( 164 ) ( 2.2 ) % ( 162 ) ( 2.2 ) % ( 141 ) ( 2.1 ) %

Excess stock compensation ( 21 ) 1 59

Federal tax credits ( 18 ) ( 0.2 ) % ( 45 ) ( 0.6 ) % ( 64 ) ( 0.9 ) %

Tax rate changes 33 ( 129 ) 47

Nontaxable or nondeductible items 25 0.3 % 29 0.4 % 28 0.4 %

Change in unrecognized tax benefits 93 1.2 % 89 1.2 % 41 0.6 %

Other ( 11 ) ( 0.1 ) % ( 8 ) ( 0.1 ) % ( 82 ) ( 1.2 ) %

Income tax expense $ 1,692 22.7 % $ 1,649 22.0 % $ 1,593 23.2 %

The states that contribute to the majority (greater than 50%) of the tax effect include California, New York, Florida and New York City for 2025, New York, California, Florida, Texas, Wisconsin and South Carolina for 2024, and New York, California and New York City for 2023.

Cash Taxes Paid

The Company paid cash taxes for the years ended December 31, 2025, 2024 and 2023 as follows:

Year Ended December 31,

2025 2024 2023

Cash paid for U.S federal income taxes, net $ 739 $ 1,343 $ 1,211

Cash paid for state and local income taxes, net 154 219 213

$ 893 $ 1,562 $ 1,424

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

Deferred Tax Assets (Liabilities)

Deferred Tax Assets and Liabilities

The tax effects of these temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below.

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The deferred tax liabilities on the investment in partnership above includes approximately $ 67 million and $ 88 million net deferred tax liabilities relating to certain indirect subsidiaries that file separate state income tax returns at December 31, 2025 and 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.

The OBBBA contains numerous business tax provisions, including business extenders made permanent such as restoration of 100% bonus depreciation, IRC Section 174 expensing for US-based research, and the EBITDA-based business interest expense limitation under IRC Section 163(j).

As a result of this legislation, Charter adjusted its current year tax deduction and remeasured its deferred taxes resulting in a current tax benefit offset by a deferred tax expense which resulted in a $ 547 million decrease to current income taxes payable and corresponding increase to deferred income tax liabilities.

Carryforwards

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Charter's federal tax loss carryforwards are subject to Section 382 and other restrictions.

Also included in carryforwards is Charter's Section 163(j) interest limitation, which is based on interest expense that is not deductible in the current year due to taxable income limitations.

The limited interest has an indefinite carryforward period and will become deductible when Charter generates taxable income sufficient to overcome the limitation.

Also included in carryforwards is Charter's Section 163(j) interest limitation, which is based on interest expense that was not deductible in prior years due to taxable income limitations.

The limited interest has an indefinite carryforward period and is deductible as Charter generates taxable income sufficient to overcome the limitation.

Tax Receivable Agreement

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Pursuant to a Tax Receivable Agreement ("TRA") between Charter and A/N, Charter must pay to A/N 50 % of the tax benefit when realized by Charter from the step-up in tax basis resulting from any future exchange or sale of the common units.

Charter did not record a liability for this obligation as of the acquisition date since the tax benefit is dependent on uncertain future events that are outside of Charter’s control, such as the timing of a conversion or exchange.

Charter does not record a liability for an obligation for future exchanges since the tax benefit is dependent on uncertain future events that are outside of Charter’s control, such as the timing of a conversion or exchange.

A future exchange or sale is not based on a fixed and determinable date and the exchange or sale is not certain to occur.

If all of A/N's partnership units were to be exchanged or sold in the future, the undiscounted value of the obligation is currently estimated to be in the range of zero to $ 3.5 billion depending on measurement of the tax step-up in the future and Charter’s ability to realize the tax benefit in the periods following the exchange or sale.

Factors impacting these calculations include, but are not limited to, the fair value of the equity at the time of the exchange and the effective tax rates when the benefits are realized.

Uncertain Tax Positions

The net amount of the unrecognized tax benefits recorded as of December 31, 2024 that could impact the effective tax rate is $ 604 million.

These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the

Factors impacting these

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

consolidated statements of operations as part of the income tax provision.

calculations include, but are not limited to, the fair value of the equity at the time of the exchange and the effective tax rates when the benefits are realized.

Uncertain Tax Positions

The net amount of the unrecognized tax benefits recorded as of December 31, 2025 that could impact the effective tax rate is $ 680 million.

These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, is as follows:

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Activity related to these state and local examinations did not have a material impact on the Company's consolidated financial position or results of operations during the year ended December 31, 2025, nor does the Company anticipate a material impact in the future.

Earnings Per Share

Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per common share considers the impact of potentially dilutive securities using the treasury stock and if-converted methods and is based on the weighted average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, restricted stock, restricted stock units, equity awards with market conditions and Charter Holdings common units.

Charter Holdings common units of 16 million, 17 million and 18 million for the years ended December 31, 2025, 2024 and 2023, respectively,

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

Earnings Per Share

Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period.

Charter Holdings common units of 17 million, 18 million and 20 million for the years ended December 31, 2024, 2023 and 2022, respectively, were not included in the computation of diluted earnings per share as their effect would have been antidilutive.

were not included in the computation of diluted earnings per share as their effect would have been antidilutive.

The following is the computation of diluted earnings per common share for the years presented.

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1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024 (the “Stockholders and Letter Agreement Amendment”), the number of Charter’s directors is fixed at 13.

Two designees selected by A/N are members of the board of directors of Charter and three designees selected by Liberty Broadband are members of Charter's Board of Directors.

Two designees selected by A/N are members of the Board of Directors of Charter and three designees selected by Liberty Broadband are members of the Board of Directors of Charter.

The remaining eight directors are not designated by either A/N or Liberty Broadband.

Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of Charter’s Board of Directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors independent from A/N, Liberty Broadband and Charter (referred to as the “unaffiliated directors”).

Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is

Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of the Board of Directors of Charter, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors that were not designated by either A/N or Liberty Broadband.

Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three directors not designated by either A/N or Liberty Broadband and one designee of each of A/N and Liberty Broadband.

A/N and Liberty Broadband also have certain other committee designation and governance rights.

A description of the terms of the Stockholders and Letter Agreement Amendment is set forth below under “Stockholders and Letter Agreement Amendment.”

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “Existing A/N Letter Agreement”) that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband.

A/N and Liberty Broadband also have certain other committee designation and governance rights.

A description of the terms of the Stockholders and Letter Agreement Amendment is set forth below under “Stockholders and Letter Agreement Amendment.”

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “A/N Letter Agreement”) that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month.

any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month.

A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis.

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See Note 17 for more information.

In connection with the Cox Transactions, Charter, Charter Holdings and A/N entered into an amendment to the Existing A/N Repurchase Letter, dated as of May 16, 2025 (the “A/N Repurchase Letter Amendment”) which sets forth, among other things, the updated terms of A/N’s participation in Charter’s share repurchases going forward.

A description of the terms of the A/N Repurchase Letter Amendment is set forth below under “A/N Repurchase Letter Amendment.”

On August 4, 2025, Charter received a notice from A/N pursuant to the Existing Letter Agreement, whereby A/N notified Charter that A/N was suspending the standing share repurchase agreement between A/N and Charter (the “Suspension”).

The Suspension took effect immediately after the first repurchase closing date under the Existing Letter Agreement to occur following the date of the notice.

In the notice, A/N informed Charter that it intends for the Suspension to continue through the consummation of the closing of the Cox Transactions or the termination thereof, but reserved the right to end such Suspension before or after such time.

In February 2021, Charter and Liberty Broadband entered into a letter agreement (the “Existing LBB Letter Agreement”), as amended by the Stockholders and Letter Agreement Amendment.

The Existing LBB Letter Agreement implemented Liberty Broadband’s obligations under the Existing Stockholders Agreement to participate in share repurchases by Charter.

Under the Existing LBB Letter Agreement, Liberty Broadband sold to Charter, generally on a monthly basis, a number of shares of Charter Class A common stock representing an amount sufficient for Liberty Broadband’s ownership of Charter to be reduced such that it did not exceed the ownership cap then applicable to Liberty Broadband under the Existing Stockholders Agreement at a purchase price per share equal to the volume weighted average price per share paid by Charter for shares repurchased during such immediately preceding calendar month other than (i) purchases from A/N, (ii) purchases in privately negotiated transactions or (iii) purchases for the withholding of shares of Charter Class A common stock pursuant to equity compensation programs of Charter.

The Existing LBB Letter Agreement was amended on November 12, 2024 pursuant to the Stockholders and Letter Agreement Amendment as described below under “Stockholders and Letter Agreement Amendment.”

Gregory Maffei, a director of Charter and former President and CEO and director and holder of a 3.7 % voting interest in Liberty Broadband, is Chairman of the board of directors of Qurate Retail, Inc.

("Qurate") and Dr.

John Malone, Chairman of the board of directors of Liberty Broadband and holder of a 48.5 % voting interest in Liberty Broadband, also serves on the Qurate board of directors.

As reported in SEC filings of Qurate, Mr.

Maffei and Dr.

Maffei has ownership of an approximate 18.5 % voting interest in Qurate and Dr.

Malone has ownership of an approximate 6.5 % voting interest in Qurate.

Qurate wholly owns HSN, Inc.

Gregory Maffei, a former director of Charter and former President and CEO and director and holder of a 3.6 % voting interest in Liberty Broadband, is Chairman of the board of directors of QVC Group, Inc.

(formerly known as Qurate Retail, Inc.) (“QVC Group”).

As reported in SEC filings of QVC Group and Mr.

Maffei has ownership of an approximate 18.2 % voting interest in QVC Group.

QVC Group wholly owns HSN, Inc.

(“HSN”) and QVC, Inc.

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with and into Liberty Broadband (the “Merger”), with Liberty Broadband surviving the Merger and becoming an indirect wholly owned subsidiary of Charter.

Immediately following the merger, Liberty Broadband, as the surviving corporation of the merger, will merge with and into Fusion Merger Sub 1, LLC (the “upstream merger” and together with the merger, the “combination”), with Fusion Merger Sub 1, LLC surviving the upstream merger as a wholly owned subsidiary of Charter.

Immediately following the Merger, Liberty Broadband, as the surviving corporation of the Merger, will merge with and into Fusion Merger Sub 1, LLC (the “Upstream Merger” and together with the Merger, the “Liberty Broadband Combination”), with Fusion Merger Sub 1, LLC surviving the Upstream Merger as a wholly owned subsidiary of Charter.

At the effective time of the Merger (the “effective time”):

• each share of (i) Liberty Broadband Series A common stock, par value $ 0.01 per share (“Liberty Broadband Series A common stock”), (ii) Liberty Broadband Series B common stock, par value $ 0.01 per share (“Liberty Broadband Series B common stock”), and (iii) Liberty Broadband Series C common stock, par value $ 0.01 per share (“Liberty Broadband Series C common stock” and together with the Liberty Broadband Series A common stock and the Liberty Broadband Series B common stock, the “Liberty Broadband common stock”), in each case, issued and outstanding immediately prior to the effective time (other than certain excluded shares as set forth in the merger agreement) will be converted into the

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

right to receive 0.236 of a validly issued, fully paid and nonassessable share of Charter Class A common stock, par value $ 0.001 per share (“Charter Class A common stock”);

• each share of Liberty Broadband Series A cumulative redeemable preferred stock, par value $ 0.01 per share (“Liberty Broadband preferred stock”), issued and outstanding immediately prior to the effective time (other than excluded treasury shares as set forth in the Merger Agreement) will be converted into the right to receive one share of newly issued Charter Series A cumulative redeemable preferred stock, par value $ 0.001 per share (“Charter preferred stock”).

The Charter preferred stock will have substantially identical terms to the Liberty Broadband preferred stock, including a mandatory redemption date of March 8, 2039.

As of December 31, 2024, Liberty Broadband’s principal assets currently consist of approximately 45.3 million shares of Charter Class A common stock and its subsidiary GCI, LLC, which is comprised of one operating entity, GCI Holdings, LLC (“GCI”), Alaska’s largest communications provider.

Pursuant to the merger agreement, Liberty Broadband has agreed to spin off GCI by way of a distribution to the stockholders of Liberty Broadband prior to the closing of the Merger Transaction.

The GCI distribution is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the combination.

As of December 31, 2025, Liberty Broadband’s principal assets consist of approximately 41.5 million shares of Charter Class A common stock.

Pursuant to the Merger Agreement, Liberty Broadband agreed to spin off its subsidiary, GCI, LLC, which was comprised of one operating entity, GCI Holdings, LLC (“GCI”), Alaska’s largest communications provider, by way of a distribution to the stockholders of Liberty Broadband prior to the closing of the Liberty Broadband Combination (the “GCI Divestiture”).

The GCI Divestiture was completed on July 14, 2025.

The GCI Divestiture is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the Liberty Broadband Combination.

However, to the extent such corporate level tax liability exceeds $ 420 million, Charter will be entitled under a tax receivables agreement to the portion of the tax benefits realized by GCI corresponding to such excess.

The companies currently expect the transaction to close on June 30, 2027, unless otherwise agreed, subject to the completion of the GCI spin-off and other customary closing conditions.

Voting Agreements

The companies currently expect the transaction to close contemporaneously with the closing of the Cox Transactions, pursuant to the terms of the Liberty Side Letter described below, unless otherwise agreed, subject to customary closing conditions.

Liberty Broadband Combination Voting Agreements

In connection with the transactions contemplated by the Merger Agreement, on November 12, 2024, Dr.

Malone’s affiliated holders of shares of Liberty Broadband common stock and Liberty Broadband preferred stock (collectively, the “Malone Group) entered into a voting agreement with Charter and Liberty Broadband, pursuant to which, subject to certain conditions, the Malone Group has committed to vote its shares of Liberty Broadband common stock and Liberty Broadband preferred stock representing approximately 48.5 % of the total voting power of the issued and outstanding shares of Liberty Broadband common stock and Liberty Broadband preferred stock, in the aggregate, in favor of the adoption of the merger agreement and the approval of the transactions contemplated thereby.

In addition, on November 12, 2024, Gregory B.

Maffei and certain related holders of shares of Liberty Broadband common stock and Liberty Broadband preferred stock (collectively, the “Maffei Group”) entered into a voting agreement with Charter and Liberty Broadband, pursuant to which, subject to certain conditions, the Maffei Group has committed to vote its shares of Liberty Broadband common stock and Liberty Broadband preferred stock representing approximately 3.7 % of the total voting power of the issued and outstanding shares of Liberty Broadband common stock and Liberty Broadband preferred stock, in the aggregate, in favor of the adoption of the merger agreement and the approval of the transactions contemplated thereby.

For additional information, see the definitive joint proxy statement/prospectus with respect to the combination, filed by Charter on January 22, 2025, including the sections entitled “The Combination,” “The Merger Agreement,” “Other Agreements Related to the Combination - Malone Voting Agreement” and “Other Agreements Related to the Combination - Maffei Voting Agreement” included therein.

Malone’s affiliated holders of shares of Liberty Broadband common stock and Liberty Broadband preferred stock (collectively, the “Malone Group) entered into a voting agreement with Charter and Liberty Broadband, pursuant to which, subject to certain conditions, the Malone Group committed to vote its shares of Liberty Broadband common stock and Liberty Broadband preferred stock representing approximately 48.5 % of the total voting power of the issued and outstanding shares of Liberty Broadband common stock and Liberty Broadband preferred stock, in the aggregate, in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby.

In addition, on November 12, 2024, Mr.

Maffei and certain related holders of shares of Liberty Broadband common stock and Liberty Broadband preferred stock (collectively, the “Maffei Group”) entered into a voting agreement with Charter and Liberty Broadband, pursuant to which, subject to certain conditions, the Maffei Group committed to vote its shares of Liberty Broadband common stock and Liberty Broadband preferred stock representing approximately 3.7 % of the total voting power of the issued and outstanding shares of Liberty Broadband common stock and Liberty Broadband preferred stock, in the aggregate, in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby.

Stockholders and Letter Agreement Amendment

Simultaneously with the entry into the Merger Agreement, Charter, Liberty Broadband and A/N entered into the Stockholders and Letter Agreement Amendment to amend (i) the Existing Stockholders Agreement and (ii) the Existing LBB Letter Agreement.

The Stockholders and Letter Agreement Amendment sets forth, among other things, the terms of Liberty Broadband’s participation in Charter’s share repurchases during the period between the execution of the merger agreement and the effective time of the merger agreement.

The Stockholders and Letter Agreement Amendment sets forth, among other things, the terms of Liberty Broadband’s participation in Charter’s share repurchases during the period between the execution of the Merger Agreement and the effective time of the Liberty Broadband Combination.

Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed transaction, Charter will repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $ 100 million and (ii) the Liberty Broadband minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25 % after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Liberty Broadband minimum liquidity threshold less the repurchase amount that is repurchased, with such loan on the terms set forth in the Stockholders and Letter Agreement Amendment.

From and after the date Liberty Broadband’s exchangeable debentures are no longer outstanding, the amount of monthly repurchases will be the lesser of (i) $ 100 million and (ii) an amount equal to the sum of (x) the amount needed in the reasonable judgment of Charter to maintain unrestricted cash on the balance sheet of Liberty Broadband and its subsidiaries (other than GCI, GCI Spinco (as defined in the Merger Agreement) and their respective subsidiaries) of $ 50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan.

The purchase price payable by Charter to

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

Broadband’s equity interest in Charter below 25.25 % after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Liberty Broadband minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment less the repurchase amount that is repurchased, with such loan on the terms set forth in the Stockholders and Letter Agreement Amendment.

From and after the date Liberty Broadband’s exchangeable debentures are no longer outstanding, the amount of monthly repurchases will be the lesser of (i) $ 100 million and (ii) an amount equal to the sum of (x) the amount needed in the reasonable judgment of Charter to maintain unrestricted cash balance of Liberty Broadband and its subsidiaries (other than GCI, GCI Spinco and their respective subsidiaries) or $50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan.

The purchase price payable by Charter to Liberty Broadband in connection with such monthly repurchases will equal (i) the average price paid by Charter for shares of Charter Class A common stock repurchased during the immediately preceding calendar month (excluding shares repurchased from A/N and certain other excluded repurchases) or (ii) if Charter has not engaged in any repurchases of shares of Charter Class A common stock during the immediately preceding calendar month (other than any repurchases from A/N and certain other excluded repurchases), a purchase price based on a Bloomberg volume-weighted average price methodology proposed by Charter and reasonably acceptable to Liberty Broadband.

Liberty Broadband in connection with such monthly repurchases will equal (i) the average price paid by Charter for shares of Charter Class A common stock repurchased during the immediately preceding calendar month (excluding shares repurchased from A/N and certain other excluded repurchases) or (ii) if Charter has not engaged in any repurchases of shares of Charter Class A common stock during the immediately preceding calendar month (other than any repurchases from A/N and certain other excluded repurchases), a purchase price based on a Bloomberg volume-weighted average price methodology proposed by Charter and reasonably acceptable to Liberty Broadband.

Liberty Broadband will apply the proceeds from any such repurchases or borrowings from Charter to repay certain of its outstanding indebtedness in accordance with the Stockholders and Letter Agreement Amendment.

The Stockholders and Letter Agreement Amendment provides that Liberty Broadband will be exempt from the standstill restrictions and the ownership cap under the Existing Stockholders Agreement to the extent its ownership in Charter exceeds such ownership cap solely as a result of the repurchase provisions in the Stockholders and Letter Agreement Amendment.

For additional information, see the definitive joint proxy statement/prospectus with respect to the combination, filed by Charter on January 22, 2025, including the sections entitled “The Combination,” “The Merger Agreement” and “Other Agreements Related to the Combination - Stockholders and Letter Agreement Amendment” included therein.

Other Agreements

Liberty Broadband Combination Other Agreements

Simultaneously with the entry into the Merger Agreement, certain additional related agreements were entered into by Charter and Liberty Broadband, including:

• An Assumption and Joinder Agreement to Tax Sharing Agreement, by and among Charter, Liberty Broadband, Grizzly Merger Sub 1, LLC (successor to GCI Liberty, Inc.) (“Grizzly Merger Sub”) and Qurate, pursuant to which Charter agrees to assume, effective at the Effective Time, Liberty Broadband’s rights and obligations under the Tax Sharing Agreement, dated as of March 9, 2018, by and between Qurate and Grizzly Merger Sub;

• An Assumption and Joinder Agreement to Indemnification Agreement, by and among Charter, Liberty Broadband, Grizzly Merger Sub, LV Bridge, LLC, Qurate and Liberty Interactive LLC, pursuant to which Charter agrees to assume, effective at the Effective Time, Liberty Broadband’s rights and obligations under the Indemnification Agreement, dated as of March 9, 2018, by and among Grizzly Merger Sub, Qurate, Liberty Interactive LLC and LV Bridge, LLC.

For additional information, see the definitive joint proxy statement/prospectus with respect to the combination, filed by Charter on January 22, 2025, including the sections entitled “The Combination,” “The Merger Agreement” and “Other Agreements Related to the Combination - Additional Transaction Agreements” included therein.

• An Assumption and Joinder Agreement to Tax Sharing Agreement, by and among Charter, Liberty Broadband, Grizzly Merger Sub 1, LLC (successor to GCI Liberty, Inc.

(“GCI Liberty”)) (“Grizzly Merger Sub”) and Qurate, pursuant to which Charter agrees to assume, effective at the Effective Time, Liberty Broadband’s rights and obligations under the Tax Sharing Agreement, dated as of March 9, 2018, by and between Qurate and Grizzly Merger Sub (the “Tax Sharing Agreement”).

The Tax Sharing Agreement allocates responsibilities among Qurate Retail, GCI Liberty and their respective groups for various tax obligations, including any taxes imposed if the split-off transaction effected by Qurate Retail of GCI Liberty is deemed taxable (the “GCI Liberty Split-off”).

The Tax Sharing Agreement also sets forth the rights and responsibilities of the parties with respect to tax return preparation and tax contests.

• An Assumption and Joinder Agreement to Indemnification Agreement, by and among Charter, Liberty Broadband, Grizzly Merger Sub, LV Bridge, LLC, Qurate and Liberty Interactive LLC (“Liberty Interactive”), pursuant to which Charter agrees to assume, effective at the Effective Time, Liberty Broadband’s rights and obligations under the Indemnification Agreement, dated as of March 9, 2018, by and among Grizzly Merger Sub, Qurate, Liberty Interactive and LV Bridge, LLC (the “Indemnification Agreement”).

Under the Indemnification Agreement, GCI Liberty agreed to indemnify Liberty Interactive LLC with respect to any of Liberty Interactive’s 1.75% exchangeable debentures due 2046 (the “Liberty Charter Exchangeable Debentures”) surrendered for exchange to Liberty Interactive on or before October 5, 2023 for the amount by which the exchange value exceeds (i) the sum of the adjusted principal amount of such Liberty Charter Exchangeable Debentures plus (ii) the amount of certain tax benefits attributable to such Liberty Charter Exchangeable Debentures so exchanged.

The Indemnification Agreement also provides, among other things, that Qurate Retail and GCI Liberty will indemnify each other and their respective subsidiaries, current and former directors, officers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns with respect to certain potential losses in respect of the GCI Liberty Split-off.

Cox Transactions Voting Agreements

In connection with the Cox Transactions, on May 16, 2025, Liberty entered into a voting agreement with Charter and Cox Enterprises, pursuant to which, subject to certain conditions, Liberty committed to vote its shares of Charter Class A common stock beneficially owned as of the applicable record date for the applicable stockholders meeting representing, as of May 16, 2025, approximately 28 % of the total voting power of the issued and outstanding shares of Charter common stock in favor of the Certificate Amendment (as defined in the Transaction Agreement) and the Equity Issuance and against any action or proposal in favor of any Columbus Acquisition Proposal (as defined in the Transaction Agreement) at any meeting of the stockholders of Charter called to vote upon such matters.

In addition, on May 16, 2025, A/N entered into a voting agreement with Charter and Cox Enterprises, pursuant to which, subject to certain conditions, A/N committed to vote its shares of Charter Class A common stock and Class B common stock beneficially owned as of the applicable record date for the applicable stockholders meeting representing, as of May 16, 2025, approximately 12 % of the total voting power of the issued and outstanding shares of Charter common stock in favor of the Certificate Amendment (as defined in the Transaction Agreement) and the Equity Issuance and against any action or proposal in

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 AND 2023

(dollars in millions, except share or per share data or where indicated)

favor of any Charter acquisition proposal (as defined in the Transaction Agreement) at any meeting of the stockholders of Charter called to vote upon such matters.

Liberty Side Letter

In connection with the Cox Transactions, on May 16, 2025, Charter, Liberty, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc.

entered into a side letter (the “Liberty Side Letter”), pursuant to which, among other things, the parties agreed to accelerate the date of the closing of Liberty’s pending transaction with Charter (the “Liberty Closing”), as contemplated by the Merger Agreement, to occur on the earlier of (a) immediately prior to the closing of the Cox Transactions, (b) the later of (i) June 30, 2027 and (ii) the third business day after all conditions set forth in the Merger Agreement have been satisfied or waived (to the extent waivable), or at such other date and time as agreed to by the parties in writing or pursuant to Section 5.11(f) of the Merger Agreement and (c) solely if the Transaction Agreement is terminated in accordance with its terms (the “Cox Transaction Termination”), at Liberty’s election, the later of (i) the tenth business day after the Cox Transaction Termination and (ii) the third business day after all conditions set forth in the Liberty Merger Agreement have been satisfied or waived (to the extent waivable), or at such other date and time as agreed to by the parties in writing or pursuant to Section 5.11(f) of the Merger Agreement.

In addition, Liberty has agreed to cause each of its director designees serving on the Board of Directors of Charter to resign, with such resignation conditioned on the occurrence of, and effective as of immediately prior to, the effective time of the Liberty Closing.

A/N Repurchase Letter Amendment

On May 16, 2025, Charter, Charter Holdings and A/N entered into the A/N Repurchase Letter Amendment to amend the Existing A/N Repurchase Letter by and between Charter and A/N, which sets forth, among other things, the updated terms of A/N’s participation in Charter’s share repurchases going forward.

Under the A/N Repurchase Letter Amendment, A/N will sell to Charter or to Charter Holdings, generally on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N, Liberty or Cox Enterprises during such immediately preceding calendar month and excluding repurchases in privately negotiated transactions or deemed repurchases due to cashless exercise of or payment of withholding taxes with respect to director, officer or employee equity awards of Charter.

The right to participate pro rata in repurchases on the terms and conditions set forth in the A/N Repurchase Letter Amendment is effective only from the earlier of the closing of the Cox Transactions and, in the event the Transaction Agreement is terminated in accordance with its terms, the date of such termination (such earlier date, the “Trigger Date”), and Charter has the right to terminate this arrangement (i) prior to the sixth anniversary of the Trigger Date, if an unforeseen circumstance arises that would cause the continued repurchases to result in any significant adverse impact to Charter as determined by Charter in good faith or (ii) at any time after such sixth anniversary.

A/N has the right to terminate or suspend the repurchase arrangement at any time.

Prior to the Trigger Date, the Existing A/N Repurchase Letter shall remain in full force and continue to govern A/N’s participation in Charter’s share repurchases, subject to certain amendments set forth in the A/N Repurchase Letter Agreement.

Equity Investments

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The Company recorded payments to equity investees totaling $ 154 million, $ 189 million and $ 180 million during the years ended December 31, 2025, 2024 and 2023, respectively.

Commitments and Contingencies

The following table summarizes the Company’s payment obligations as of December 31, 2025 for its contractual obligations which consists of guaranteed minimum commitments, including rights negotiated directly with content owners for distribution

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

Commitments and Contingencies

The following table summarizes the Company’s payment obligations as of December 31, 2024 for its contractual obligations which consists of guaranteed minimum commitments, including rights negotiated directly with content owners for distribution on company-owned channels or networks, commitments related to our role as an advertising and distribution sales agent for third party-owned channels or networks, commitments to our customer premise equipment and device vendors, contractual obligations related to third-party network augmentation and guaranteed minimum commitments under the Company’s programming contracts.

on company-owned channels or networks, commitments related to our role as an advertising and distribution sales agent for third party-owned channels or networks, commitments to our customer premise equipment and device vendors, contractual obligations related to third-party network augmentation and guaranteed minimum commitments under the Company’s programming contracts.

Thereafter 4,276

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The Company is party to other lawsuits, claims and regulatory inquiries or investigations that arise in the ordinary course of conducting its business or in connection with the Company’s participation in government funding programs.

The ultimate outcome of these other legal matters pending against the Company cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s operations, consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s operations, consolidated financial condition, results of operations or liquidity.

Whether or not the Company ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure the Company’s reputation.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

outcome of these other legal matters pending against the Company cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s operations, consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s operations, consolidated financial condition, results of operations or liquidity.

Whether or not the Company ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure the Company’s reputation.

Employee Benefit Plans

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The Company has elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period.

In June 2023, the Company purchased a buy-in group annuity contract (“GAC”) from a highly rated insurer and in October 2023, the Company announced plans to fully terminate the qualified pension plan.

The benefit obligation for the qualified pension plan is determined on a plan termination basis for which it is assumed that a portion of eligible active and deferred vested participants will elect lump sum payments.

Pension obligations will be distributed through a combination of lump sum payments to eligible participants who elect such payments and through the GAC.

In 2023, the Company announced plans to fully terminate the qualified pension plan and purchased a buy-in group annuity contract (“GAC”) from a highly rated insurer.

In 2025, pension obligations were distributed through lump sum payments to eligible participants who elected such payments.

In December 2025, the buy-in GAC was converted to a buy-out with the remaining settlement obligation of $ 1.3 billion transferred to the insurer.

The settlement of the qualified pension plan resulted in excess plan assets of approximately $ 131 million which were used as a qualified retirement plan transfer to the Company’s defined contribution benefit plans.

The remaining $ 17 million projected benefit obligation as of December 31, 2025 is related to the Company’s unfunded unqualified pension plan.

Changes in the projected benefit obligation, fair value of plan assets and funded status of the pension plans from January 1 through December 31 are presented below:

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Actuarial (gain) loss 38 ( 141 )

Settlement ( 127 ) ( 97 )

GAC settlement transfer of obligations ( 1,339 ) —

Lump sum cash settlement ( 924 ) ( 127 )

Benefits paid ( 59 ) ( 60 )

Projected benefit obligation at end of year

$ 2,206 $ 2,426

Accumulated benefit obligation at end of year $ 17 $ 2,206

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Employer contributions 3 3

Settlement ( 127 ) ( 97 )

GAC settlement transfer of obligations ( 1,339 ) —

Lump sum cash settlement ( 924 ) ( 127 )

Transfer to defined contribution plans ( 131 ) —

Benefits paid ( 59 ) ( 60 )

Fair value of plan assets at end of year $ — $ 2,313

Funded status $ 107 $ 127

Funded (unfunded) status $ ( 17 ) $ 107

CHARTER COMMUNICATIONS, INC.

9 unchanged sentences

Remeasurement gain (loss) 3 ( 28 ) ( 223 )

Net periodic pension benefit (cost) $ ( 23 ) $ ( 216 ) $ 254

Net periodic pension benefit (costs) $ 4 $ ( 23 ) $ ( 216 )

The remeasurement gain recorded during the year ended December 31, 2025 was primarily driven by an actuarial gain from greater than expected lump sum take rate net of estimated plan termination costs.

The remeasurement loss recorded during the year ended December 31, 2024 was primarily driven by losses to record pension assets to fair value.

The remeasurement loss recorded during the year ended December 31, 2023 primarily reflects the measurement of the projected benefit obligations under a plan termination basis.

The remeasurement gain recorded during the year ended December 31, 2022 was primarily driven by changes in the discount rate as well as gains or losses to record pension assets to fair value.

The discount rates used to determine benefit obligations as of December 31, 2024 and 2023 were 5.08 % and 4.65 %, respectively.

The Company utilized the 417(e) Applicable Mortality Table for lump sums for the portion of the benefit obligation not covered by the GAC as of December 31, 2024 and the Pri-2012/MP 2020 mortality table published by the Society of Actuaries to measure the benefit obligations as of December 31, 2022.

The discount rate used to determine benefit obligations as of December 31, 2024 was 5.08 %.

The Company utilized the 417(e) Applicable Mortality Table for lump sums for the portion of the benefit obligation not covered by the GAC as of December 31, 2024.

Weighted average assumptions used to determine net periodic benefit costs consisted of the following:

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In developing the expected long-term rate of return on plan assets, the Company considered the pension portfolio’s composition, past average rate of earnings and the Company’s future asset allocation targets.

The weighted average expected long-term rate of return on plan assets and discount rate used to determine net periodic pension benefit (cost) for the year ended December 31, 2025 are expected to be 5.00 % and 5.08 %, respectively.

The Company determined the discount rates used to determine benefit obligations and net periodic pension benefit (cost) based on the yield of a large population of high-quality corporate bonds with cash flows sufficient in timing and amount to settle projected future defined benefit payments.

The Company determined the discount rates used to determine benefit obligations and net periodic pension benefit (costs) based on the yield of a large population of high-quality corporate bonds with cash flows sufficient in timing and amount to settle projected future defined benefit payments.

Pension Plan Assets

The assets of the qualified pension plan are held in a master trust in which the qualified pension plan is the only participating plan (the “Master Trust”).

The investment policy for the qualified pension plan is to manage the assets of the Master Trust with the objective to provide for pension liabilities to be met, seeking to maintain retirement income security for the participants of the plan and their beneficiaries.

The investment portfolio is a mix of a GAC and pooled funds invested in fixed income securities, equity securities and certain alternative investments with the objective of matching plan liability performance, diversifying risk and achieving a target investment return.

Pension assets are managed in a balanced portfolio comprised of two major components:

a return-seeking portion and a liability-matching portion.

As a result of the Company’s decision to terminate the qualified pension plan, the Company’s investment strategy has transitioned to liquidating and winding down the portfolio’s remaining return-seeking investments in a timely and orderly manner, while managing the liability-matching investments to hedge the interest rate risk of the liability for which the Company is still responsible (i.e., the liability not assumed by the GAC).

The assets of the qualified pension plan were held in a master trust in which the qualified pension plan was the only participating plan (the “Master Trust”).

The following tables set forth the investment assets of the qualified pension plan by level within the fair value hierarchy as of December 31, 2024.

In December 2025, following the settlement of the qualified

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

The following tables set forth the investment assets of the qualified pension plan by level within the fair value hierarchy as of December 31, 2024 and 2023:

December 31, 2024 December 31, 2023

Fair Value Level 2 Level 3 Fair Value Level 2 Level 3

pension plan benefit obligation, the excess plan assets were used as a qualified retirement plan transfer to the Company’s defined contribution benefit plans.

December 31, 2024

Fair Value Level 2 Level 3

Collective trust funds (a)

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Accrued investment income and other receivables 2

Accrued liabilities — ( 2 )

Investments measured at net asset value (c)

Fair value of plan assets $ 2,313

(a) Collective trust funds consist of bond funds with corporate and U.S.

treasury debt securities, equity funds with global equity index, infrastructure and real estate securities and short-term investment strategies comprised of instruments issued or fully guaranteed by the U.S.

government and/or its agencies and multi-strategy funds, which are valued using the net assets provided by the administrator of the fund.

(a) Collective trust funds consist of short-term investment strategies comprised of instruments issued or fully guaranteed by the U.S.

government and/or its agencies, which are valued using the net assets provided by the administrator of the fund.

The value of each fund is based on the readily determinable fair value of the underlying assets owned by the fund, less liabilities, and then divided by the number of units outstanding.

(b) In June 2023, the Company purchased a buy-in GAC which was initially recorded at the $ 1.4 billion purchase price and subsequently adjusted to fair value using changes to market conditions impacting the cash flow assumptions that were priced into the original contract.

In December 2025, the buy-in GAC was converted to a buy-out with the remaining settlement obligation transferred to the insurer.

(c) As a practical expedient, certain investment classes which hold securities that are not readily available for redemption and are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy.

The primary investment classes include alternative, fixed income and real estate funds.

The primary investment classes include alternative and real estate funds.

Certain investments report NAV per share on a month or quarter lag.

3 unchanged sentences

Balance, beginning of period $ 1,363 $ 1,464

Purchases — 1,430

Unrealized gain (loss) ( 101 ) 34

GAC buy-out ( 1,339 ) —

Unrealized loss ( 24 ) ( 101 )

Balance, end of period $ — $ 1,363

Pension Plan Contributions

The Company made no cash contributions to the qualified pension plan during the years ended December 31, 2024, 2023 and 2022;

however, the Company may make discretionary cash contributions to the qualified pension plan in the future.

Such contributions will be dependent on a variety of factors, including current and expected interest rates, asset performance, the funded status of the qualified pension plan and management’s judgment.

For the nonqualified unfunded pension plan, the Company will continue to make contributions during 2025 to the extent benefits are paid.

Benefit payments for the pension plans are expected to be $ 209 million in 2025, $ 185 million in 2026, $ 176 million in 2027, $ 168 million in 2028, $ 163 million in 2029 and $ 741 million in 2030 to 2034.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

(dollars in millions, except share or per share data or where indicated)

Defined Contribution Benefit Plans

5 unchanged sentences

The Company made contributions to the 401(k) plan and RAP totaling $ 546 million, $ 574 million and $ 566 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (“ESPP”) allows employees who are not eligible to participate in the Company’s long-term incentive plan to contribute up to 15 % of their eligible earnings or $ 2,500 , whichever is lower, toward

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 AND 2023

(dollars in millions, except share or per share data or where indicated)

the semi-annual purchase of shares of Charter Class A common stock.

Participants also receive a matching grant of restricted stock units on the date of purchase, the size of which is determined based on the employee’s tenure.

Shares of Charter Class A common stock purchased under the ESPP must be held for three years following the date of purchase in order for the matching restricted stock unit grant to cliff vest three years from the date of grant, subject to the participant remaining employed through that date.

The ESPP allows for the issuance of 1.5 million shares of Charter Class A common stock.

The number of shares issued under the ESPP was 168,269 during the year ended December 31, 2025.

Recently Issued Accounting Standards

Accounting Standards Update (“ASU”) No.

2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

In November 2023, the FASB issued ASU 2023-07, that improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses.

The standard requires public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker.

Additionally, public entities with a single reportable segment must provide all the disclosures required by ASU 2023-07, as well as all existing segment disclosures in accordance with Accounting Standards Codification 280.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 (year ending December 31, 2024 for the Company).

The Company adopted ASU 2023-07 for the year ended December 31, 2024 (see Note 14).

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”)

In December 2023, the FASB issued ASU 2023-09, that addresses requests for improved income tax disclosures from investors, lenders, creditors, and other allocators of capital that use the financial statements to make capital allocation decisions.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, that addresses requests for improved income tax disclosures from investors, lenders, creditors, and other allocators of capital that use the financial statements to make capital allocation decisions.

The standard requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information to help investors better assess how a company’s operations and related tax risks and tax planning and operational opportunities affect the company’s tax rate and prospects for future cash flows.

2 unchanged sentences

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (year ending December 31, 2025 for the Company).

Early adoption is permitted.

The Company expects the adoption of the standard to result in additional disaggregation in the income tax footnote disclosures.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a retrospective basis (see Note 17).

2024-03, Disaggregation of Income Statement Expenses - DISE (“ASU 2024-03”)

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The Company expects the adoption of the standard to result in additional disaggregation of expense captions within its footnote disclosures.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (“Subtopic 350-40”):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”)

In September 2025, the FASB issued ASU 2025-06, which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40.

The amendments improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027 (year ending December 31, 2028 for the Company).

The Company is currently evaluating the impact the adoption of ASU 2025-06 will have on its consolidated financial statements.

2025-10, Accounting for Government Grants Received by Business Entities (“ASU 2025-10”)

In December 2025, the FASB issued ASU 2025-10, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities.

ASU 2025-10 is effective for annual periods beginning after December 15, 2028 (year ending December 31, 2029 for the Company).

The Company is currently evaluating the impact the adoption of ASU 2025-10 will have on its consolidated financial statements.

Parent Company Only Financial Statements

As the result of limitations on, and prohibitions of, distributions, substantially all of the net assets of the consolidated subsidiaries are restricted from distribution to Charter, the parent company.

The following condensed parent-only financial statements of Charter account for the investment in Charter Holdco under the equity method of accounting.

Comprehensive

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

Parent Company Only Financial Statements

The following condensed parent-only financial statements of Charter account for the investment in Charter Holdco under the equity method of accounting.

Comprehensive income equaled net income for the years ended December 31, 2024, 2023 and 2022.

income equaled net income for the years ended December 31, 2025, 2024 and 2023.

The financial statements should be read in conjunction with the consolidated financial statements of the Company and notes thereto.

15 unchanged sentences

Charter Communications, Inc.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

(dollars in millions, except share or per share data or where indicated)

Charter Communications, Inc.

(Parent Company Only)

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Income from operations — — 60

OTHER INCOME (EXPENSE):

Interest income (expense), net ( 4 ) ( 4 ) 2

OTHER INCOME (EXPENSES):

Interest expense, net ( 4 ) ( 4 ) ( 4 )

Equity in income of subsidiaries 6,644 6,640 6,021

4 unchanged sentences

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 AND 2023

(dollars in millions, except share or per share data or where indicated)

Charter Communications, Inc.

(Parent Company Only)

6 unchanged sentences

Distributions from subsidiaries 6,892 2,960 4,711

Other, net ( 45 ) — —

Net cash flows from investing activities 6,129 2,535 4,559

3 unchanged sentences

Net cash flows from related party loans ( 2 ) 35 ( 2 )

Other, net 12 — —

Net cash flows from financing activities ( 5,102 ) ( 1,146 ) ( 3,195 )

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures