Charter Communications (CHTR)

=== SEC Schedule 13D — Beneficial Ownership === Issuer: CHARTER COMMUNICATIONS, INC. Issuer CIK: 0001091667 Class: Class A Common Stock, Par Value $0.001 Per Share CUSIP: 16119P108 Event Date: 2026-08-19 --- Reporting Persons --- - Cox Enterprises, Inc. (0000779426) 46153885.00 sh 27.9% CO - Cox Communications Equity Holdings, Inc. (no CIK) 46153885.00 sh 27.9% CO --- Item 3 Source of Funds --- On August 19, 2026, pursuant to that certain Transaction Agreement, dated as of May 16, 2025 (the "Transaction Agreement"), by and among Cox Enterprises, the Issuer, and Charter Communications Holdings, LLC, a subsidiary of the Issuer ("Charter Holdings"), (1) CCEH, a wholly owned subsidiary of Cox Enterprises, sold and transferred to the Issuer 100% of the equity interests of certain subsidiaries of Cox Communications, LLC, a wholly owned subsidiary of Cox Enterprises ("Cox Communications"), that conduct Cox Communications' commercial fiber and managed IT and cloud services businesses (the "equity sale"), (2) CCEH contributed 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 (3) CCEH paid $1.00 to the Issuer. Pursuant to the Transaction Agreement: (a) in consideration of the equity sale, the Issuer paid $3.5 billion in cash to CCEH; (b) in consideration of the contribution, Charter Holdings (i) paid to CCEH approximately $724 million in cash and (ii) issued to CCEH convertible preferred units of Charter Holdings with an aggregate liquidation preference of $6.0 billion and 6.875% coupon and 33,586,045 Charter Holdings Class C Common Units priced at $353.64 per share; and (c) in consideration of the $1.00 payment from CCEH to the Issuer, the Issuer issued to CCEH one share of a new Class C common stock, par value $0.001 per share, of the Issuer (the "Class C Common Stock"). --- Item 4 Purpose of Transaction --- The information in Items 3 and 5 of this Schedule 13D is incorporated herein by reference. The Reporting Persons hold the Issuer securities reported herein for investment purposes, subject to the following: Pursuant to the Transaction Agreement and the Third Amended and Restated Stockholders' Agreement, by and among the Issuer, Cox Enterprises, CCEH and Advance/Newhouse Partnership (the "Third Amended and Restated SHA"), the board of directors of the Issuer (the "Board") will be fixed at 13 members. At the closing of the transaction (the "Closing"), three designees selected by Cox Enterprises (with the prior approval of the Issuer, not to be unreasonably withheld) became members of the Board. Thereafter, Cox Enterprises is entitled to designate up to three nominees to the Board so long as specified voting and/or equity thresholds are maintained. Cox Enterprises also has certain committee designation and other governance rights. Alexander C. Taylor will serve as the Chairman of the Board for a three-year term (unless Mr. Taylor ceases to serve as a member of the Board prior thereto). Pursuant to the Third Amended and Restated SHA, Cox Enterprises has preemptive rights with respect to certain issuances of equity securities by Charter and Charter Holdings, and top-up rights to maintain its proportionate interest in certain circumstances, subject to specified terms and conditions. The full text of the Transaction Agreement and the Third Amended and Restated SHA are included as Exhibits 3 and 4, respectively, hereto, and are incorporated herein by reference. The Reporting Persons intend to review on a continuing basis their investment in the Issuer. The Reporting Persons may communicate with the Board, members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing stockholder value. Such discussions and actions may be preliminary and exploratory in nature, and may not rise to the level of a plan or proposal. The Reporting Persons may seek to acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, and/or may seek to sell or otherwise dispose of some or all of the Issuer's securities from time to time, in each case, in open market or private transactions, block sales or otherwise, including in connection with extraordinary corporate transactions, such as a tender offer, merger or consolidation that would result in the de-listing of the Class A Common Stock, or through in-kind distributions. The Reporting Persons expect to continue to actively evaluate such transactions, and to take other actions intended to position the Reporting Persons to opportunistically engage in one or more of such transactions in the future. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Subject to the agreements described herein, any transaction that the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to the Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by the Reporting Persons. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in Item 4 of this Schedule 13D, although, the Reporting Persons, at any time and from time to time, may review, reconsider and change such position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.