chtr-20260127 0001091667 0001271833 0001271834 false false false 0001091667 chtr:CCOHoldingsLLCMember 2026-01-27 2026-01-27 0001091667 2026-01-27 2026-01-27 0001091667 chtr:CCOHoldingsCapitalCorp.Member 2026-01-27 2026-01-27 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): January 27, 2026 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 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. ☐ ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On January 27, 2026, the Board of Directors (the “Board”) of Charter Communications, Inc. (the “Company”) appointed Wade Davis to serve as a member of the Board, effective immediately, to fill the vacancy created by David Merritt’s previously disclosed retirement from the Board, effective January 26, 2026. The Board determined that Mr. Davis qualifies as “independent” in accordance with the published listing requirements of Nasdaq. Mr. Davis has not been appointed to any committees of the Board. Mr. Davis will receive the standard compensation amounts payable to non-employee directors of the Board. Pursuant to these arrangements, commencing on January 27, 2026, Mr. Davis will be paid an annual cash retainer of $120,000, which will be prorated for his first year of service. In addition, on January 27, 2026, Mr. Davis received a grant of restricted stock with a value of $52,398, which was calculated by prorating the amount of the annual restricted stock grant made to each of the Company’s non-employee directors. The award will vest on the date of the Company’s 2026 annual meeting of stockholders, subject to Mr. Davis’s continued service on the Board through that date. In addition, Mr. Davis will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors. There are no arrangements or understandings between Mr. Davis and any other persons pursuant to which Mr. Davis was appointed to the Board. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit   Description       104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL * Filed herewith 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 Kevin D. Howard Date: January 28, 2026 Executive Vice President, Chief Accounting Officer and Controller CCO Holdings, LLC Registrant By: /s/ Kevin D. Howard Kevin D. Howard Date: January 28, 2026 Executive Vice President, Chief Accounting Officer and Controller CCO Holdings Capital Corp. Registrant By: /s/ Kevin D. Howard Kevin D. Howard Date: January 28, 2026 Executive Vice President, Chief Accounting Officer and Controller 0000001 - Document - Document and Entity Information Document link:presentationLink link:calculationLink link:definitionLink CCO Holdings, LLC CCO Holdings, LLC [Member] CCO Holdings, LLC Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Entities [Table] Entities [Table] Security Exchange Name Security Exchange Name Entity Address, City or Town Entity Address, City or Town Soliciting Material Soliciting Material Cover page. Cover [Abstract] Legal Entity [Axis] Legal Entity [Axis] City Area Code City Area Code Entity Tax Identification Number Entity Tax Identification Number Amendment Flag Amendment Flag Trading Symbol Trading Symbol Entity Registrant Name Entity Registrant Name Pre-commencement Tender Offer Pre-commencement Tender Offer Entity Emerging Growth Company Entity Emerging Growth Company CCO Holdings Capital Corp. CCO Holdings Capital Corp. [Member] CCO Holdings Capital Corp. Entity Central Index Key Entity Central Index Key Entity File Number Entity File Number Entity Address, State or Province Entity Address, State or Province Pre-commencement Issuer Tender Offer Pre-commencement Issuer Tender Offer Entity Address, Address Line One Entity Address, Address Line One Entity Address, Postal Zip Code Entity Address, Postal Zip Code Written Communications Written Communications Local Phone Number Local Phone Number Entity [Domain] Entity [Domain] Title of 12(b) Security Title of 12(b) Security Document Period End Date Document Period End Date Entity Information [Line Items] Entity Information [Line Items] Document Type Document Type