SEC EDGAR · 8-K
8-K – 2025-08-20 – tm2523922d1_8k.htm
7164 tecken · 1 HTML-del(ar)
Fulltext
false 0001091667 0001271833 false 8-K 2025-08-18 Delaware true false false false 400 Washington Blvd. Stamford Connecticut 06901 203 905-7801 false 0001271834 false 8-K 2025-08-18 Delaware true false false false 400 Washington Blvd. Stamford Connecticut 06901 203 905-7801 false 0001091667 2025-08-18 2025-08-18 0001091667 chtr:CCOHoldingsLLCMember 2025-08-18 2025-08-18 0001091667 chtr:CCOHoldingsCapitalCorpMember 2025-08-18 2025-08-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 Charter Communications, Inc. CCO Holdings, LLC CCO Holdings Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-33664 84-1496755 001-37789 86-1067239 333-112593-01 20-0257904 (Commission File Number) (I.R.S. Employer Identification Number) 400 Washington Blvd. Stamford , Connecticut 06902 (Address of principal executive offices including zip code) ( 203 ) 905-7801 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $.001 Par Value CHTR NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Co-Registrant CIK 0001271833 Co-Registrant Amendment Flag false Co-Registrant Form Type 8-K Co-Registrant DocumentPeriodEndDate 2025-08-18 Incorporate State Country Code Delaware Co-Registrant Written Communications true Co-Registrant Solicitating Materials false Co-Registrant PreCommencement Tender Offer false Co-Registrant PreCommencement Issuer Tender Offer false Co-Registrant AddressLine1 400 Washington Blvd. Co-Registrant City or Town Stamford Co-Registrant State Connecticut Co-Registrant Postal Zip code 06901 Co-Registrant City area code 203 Co-Registrant Local Phone number 905-7801 Co-Registrant Emerging Growth Company false Co-Registrant CIK 0001271834 Co-Registrant Amendment Flag false Co-Registrant Form Type 8-K Co-Registrant DocumentPeriodEndDate 2025-08-18 Incorporate State Country Code Delaware Co-Registrant Written Communications true Co-Registrant Solicitating Materials false Co-Registrant PreCommencement Tender Offer false Co-Registrant PreCommencement Issuer Tender Offer false Co-Registrant AddressLine1 400 Washington Blvd. Co-Registrant City or Town Stamford Co-Registrant State Connecticut Co-Registrant Postal Zip code 06901 Co-Registrant City area code 203 Co-Registrant Local Phone number 905-7801 Co-Registrant Emerging Growth Company false ITEM 8.01. OTHER EVENTS. On August 18, 2025, Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation, CCO Holdings, LLC, a Delaware limited liability company, and the other guarantors party thereto entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto, with respect to the issuance and sale of (i) an aggregate of $1,250,000,000 principal amount of 5.850% Senior Secured Notes due 2035 and (ii) an aggregate of $750,000,000 principal amount of 6.700% Senior Secured Notes due 2055. The Underwriting Agreement contains representations, warranties and covenants of the parties thereto, conditions to closing, indemnification obligations of the parties thereto and termination and other customary provisions. A copy of the Underwriting Agreement is filed herewith as Exhibit 99.1. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference. A copy of the Consent of Deloitte & Touche LLP, originally filed under CCO Holdings, LLC’s Current Report on Form 8-K filed on August 18, 2025 (File/Film No. 001-37789 251226497), is refiled as Exhibit 23.1 hereto. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description 23.1 Consent of Deloitte & Touche LLP. 99.1 Underwriting Agreement, dated as of August 18, 2025, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. CHARTER COMMUNICATIONS, INC., Registrant By: /s/ Kevin D. Howard Name: Kevin D. Howard Title: Executive Vice President, Chief Accounting Officer and Controller Date: August 20, 2025 CCO HOLDINGS, LLC, Registrant By: /s/ Kevin D. Howard Name: Kevin D. Howard Title: Executive Vice President, Chief Accounting Officer and Controller Date: August 20, 2025 CCO HOLDINGS CAPITAL CORP. Registrant By: /s/ Kevin D. Howard Name: Kevin D. Howard Title: Executive Vice President, Chief Accounting Officer and Controller Date: August 20, 2025