10-K – 2026-01-30 – R28.htm

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Employee Benefit Plans (Notes)

12 Months Ended

Dec. 31, 2025

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]
 

Employee Benefit Plans
Employee Benefit Plans Pension Plans

The Company sponsors qualified and unqualified defined benefit pension plans that provide pension benefits to a majority of employees who were employed by TWC before the merger with TWC. Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions. 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 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:

2025 2024
Projected benefit obligation at beginning of year $ 2,206  $ 2,426 
Interest cost 95  108 
Actuarial (gain) loss 38  (141)
GAC settlement transfer of obligations (1,339) — 
Lump sum cash settlement (924) (127)
Benefits paid (59) (60)
Projected benefit obligation at end of year
$ 17  $ 2,206 

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

Fair value of plan assets at beginning of year $ 2,313  $ 2,553 
Actual return on plan assets 137  (56)
Employer contributions 3  3 
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 (unfunded) status $ (17) $ 107 

The components of net periodic benefit (cost) for the years ended December 31, 2025, 2024 and 2023 consisted of the following:

Year Ended December 31,
2025 2024 2023
Interest cost $ (95) $ (108) $ (117)
Expected return on plan assets 96  113  124 
Remeasurement gain (loss) 3  (28) (223)
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 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:

Year ended December 31,
2025 2024 2023
Expected long-term rate of return on plan assets 5.00  % 5.00  % 5.00  %
Discount rate 5.08  % 4.65  % 5.46  %

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 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 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
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)
$ 806  $ 806  $ — 
Group annuity contract (b)
1,363  —  1,363 
Total investment assets 2,169  $ 806  $ 1,363 
Accrued investment income and other receivables 2 

Investments measured at net asset value (c)
142 
Fair value of plan assets $ 2,313 

(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 and real estate funds. Certain investments report NAV per share on a month or quarter lag. There are no material unfunded commitments with respect to these investment classes.

The following table represents a rollforward of the GAC, which consist of Level 3 assets, as of December 31, 2025:

Year Ended December 31,
2025 2024
Balance, beginning of period $ 1,363  $ 1,464 
GAC buy-out (1,339) — 
Unrealized loss (24) (101)
Balance, end of period $ —  $ 1,363 

Defined Contribution Benefit Plans
The Company’s employees may participate in the Charter Communications, Inc. 401(k) Savings Plan (the “401(k) Plan”). Employees that qualify for participation can contribute up to 50% of their salary, on a pre-tax basis, subject to a maximum contribution limit as determined by the IRS. The Company’s matching contribution is discretionary and is equal to 100% of the amount of the salary reduction the participant elects to defer (up to 6% of the participant’s eligible compensation), excluding any catch-up contributions and is paid by the Company on a per pay period basis. 

For employees who are not eligible to participate in the Company’s long-term incentive plan and who are not covered by a collective bargaining agreement, the Company offers a contribution to the Retirement Accumulation Plan ("RAP"), equal to 3% of eligible pay. 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
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.

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