Form 8-K · Current report
Charter Communications 8-K, filed Aug 20, 2026
- Filed
- CIK
- 0001091667
- Accession no.
- 0001140361-26-033909
Summary
Charter Communications completed its merger with Liberty and its transaction with Cox Communications, under which Liberty common stock was converted into 0.236 Charter Class A shares per share and Charter acquired Cox's commercial fiber and managed IT/cloud businesses while adding Cox's residential cable business to Charter Holdings. The transaction included $3.5 billion in cash to Cox NewCo, $724 million in cash plus Charter Holdings units for the contribution, and board and governance rights for Cox Parent and Advance/Newhouse Partnership.
Key points
- Liberty common stockholders received 0.236 shares of Charter Class A common stock per Liberty common share, and Liberty preferred stockholders received one share of Charter preferred stock per share.
- Charter retired about 38.6 million Charter Class A shares held by Liberty and issued about 33.9 million Charter Class A shares to Liberty stockholders, a net decrease of about 4.7 million shares.
- For Cox, Charter paid $3.5 billion cash for the commercial fiber and managed IT/cloud services businesses and $724 million cash for the residential cable contribution, plus 60.0 million Charter Holdings convertible preferred units with a $6.0 billion liquidation preference and 6.875% coupon and about 33.6 million Charter Holdings common units.
- Approximately $12 billion of Cox debt and finance leases remain outstanding at Charter subsidiaries, and the amended stockholders agreement set Charter's board at 13 directors with Cox Parent appointing three designees and both Cox Parent and Advance/Newhouse Partnership entitled to designate up to three nominees.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 2.01Completion of Acquisition or Disposition of Assets
- 3.02Unregistered Sales of Equity Securities
- 3.03Material Modification to Rights of Security Holders
- 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
- 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
- 7.01Regulation FD Disclosure
- 9.01Financial Statements and Exhibits
From the filing
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Ancillary Agreements The information provided in Item 2.01 of this Current Report on Form 8-K under the heading “Ancillary Agreements” is incorporated by reference herein. ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. The information provided in the Introductory Note section of this Current Report on Form 8-K is incorporated by reference herein. Liberty Merger Agreement Pursuant to the Liberty Merger Agreement, on the Closing Date, (i) Merger Sub merged with and into Liberty (the “Merger”), with Liberty surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, Liberty…
An excerpt of the text as filed with the SEC, cut for length.
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