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): ~~April~~May 2415, 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 25.02. ~~RESULTS~~DEPARTURE OF ~~OPERATIONS~~DIRECTORS ~~AND~~OR ~~FINANCIAL~~CERTAIN ~~CONDITION.~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On ~~April 24~~May 15, 2026, Charter Communications, Inc. ~~issued~~(the a“Company”) ~~press~~entered ~~release~~into ~~announcing~~an ~~its~~employment ~~results~~agreement ~~for~~ (the ~~first~~“Employment ~~quarter~~Agreement”) ~~ended~~with ~~March 31,~~Jamal ~~2026. The following information~~Haughton, ~~including~~ the ~~entirety~~Company’s ofExecutive ~~the~~Vice ~~press release appearing in Exhibit 99.1 hereto~~President, isGeneral ~~not~~Counsel ~~filed~~& ~~but~~Corporate ~~is furnished pursuant to item 2~~Secretary.~~02, "Results of Operations and Financial Condition."~~

The Employment Agreement, which is effective as of May 15, 2026, has a term ending May 15, 2028 (or upon an earlier termination of employment) and provides that Mr. Haughton will continue to serve as Executive Vice President, General Counsel & Corporate Secretary. The Employment Agreement provides that Mr. Haughton will receive an annual base salary of at least $825,000 and a target annual cash bonus opportunity of 160% of his annual base salary. Commencing in 2027 and during the term, Mr. Haughton will be granted equity awards with a grant date fair value of at least $4,000,000, with such awards granted in a mix of options and restricted stock units. Pursuant to the Employment Agreement, on May 15, 2026, Mr. Haughton was granted a top up award with a grant date fair value of $656,250, consisting of a mix of options and restricted stock units, which award will cliff vest on the third anniversary of the grant date, subject to Mr. Haughton’s continued employment with the Company through such date.

Mr. Haughton will also continue to participate in the Company’s employee benefit plans and receive perquisites as generally provided to other senior executives of the Company. In addition, consistent with Mr. Haughton’s prior employment agreement, the Company will continue to reimburse Mr. Haughton for all reasonable and necessary expenses incurred in connection with the performance of his duties.

If the employment of Mr. Haughton is terminated involuntarily by the Company without cause, by Mr. Haughton for good reason or upon the Company’s non-renewal of the term, he would be entitled to (a) a cash severance payment equal to the product of 2.0 multiplied by the sum of his annual base salary and target annual bonus opportunity for the year in which the termination occurs, (b) a prorated annual cash bonus for the year in which the termination occurs based on actual performance, (c) a cash payment equal to the cost of COBRA coverage for 24 months following termination, and (d) up to 12 months of executive-level outplacement services.

The termination benefits described above are subject to Mr. Haughton’s execution of a release of claims in favor of the Company and its affiliates. In addition, Mr. Haughton has agreed to comply with covenants (a) concerning nondisclosure of confidential information, assignment of intellectual property and nondisparagement of the Company, (b) concerning noncompetition for two years following termination, and (c) concerning nonsolicitation of customers and employees of the Company for one year following termination.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed herewith as Exhibit 10.1 and incorporated by reference herein in its entirety.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit						Description
99.1*						Press Release dated April 24, 2026
10.1*						Employment Agreement, dated as of May 15, 2026, between Charter Communications, Inc. and Jamal Haughton.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

* ~~furnished~~Filed herewith

Cautionary Statement Regarding Forward-Looking Statements

This current report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the Securities and Exchange Commission ("SEC"). Many of the forward-looking statements contained in this current report may be identified by the use of forward-looking words such as "believe," "future," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," “tentative,” "positioning," "designed," "create," "predict," "project," "initiatives," "seek," "would," "could," "continue," "ongoing," "upside," "increases," "grow," "focused on" and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this current report are set forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

•our ability to sustain and grow revenues and cash flow from operations by offering Internet, mobile, video, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our service areas and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;

•the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite ("DBS") operators, wireless and satellite broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers and providers of video content over broadband Internet connections;

•general business conditions, unemployment levels and the level of activity in the housing sector and economic uncertainty or downturn;

•our ability to develop and deploy new products and technologies including consumer services and service platforms;

•any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;

•the effects of governmental regulation on our business including subsidies to consumers, subsidies and incentives for competitors, costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us;

•our ability to procure necessary services and equipment from our vendors in a timely manner and at reasonable costs including in connection with our network evolution and rural construction initiatives;

•our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents and distribution requirements);

•the ability to hire and retain key personnel;

•the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets;

•our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions;

•our ability to satisfy the conditions to consummate the Liberty Broadband Combination and/or the Cox Transactions and/or to consummate the Liberty Broadband Combination and/or the Cox Transactions in a timely manner or at all;

•the risks related to us being restricted in the operation of our business while the Liberty Broadband Merger Agreement and the Cox Communications Transaction Agreement are in effect;

•other risks related to the Liberty Broadband Combination as described in the definitive joint proxy statement/prospectus with respect to the Liberty Broadband Combination, filed by Charter on January 22, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein; and

•other risks related to the Cox Transactions as described in the definitive proxy statement with respect to the Cox Transactions, filed by Charter on July 2, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this current report.

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: April 24, 2026		Executive Vice President, Chief Accounting Officer and Controller
Date: May 19, 2026		Executive Vice President, Chief Accounting Officer and Controller
	CCO Holdings, LLC
	Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
Date: April 24, 2026		Executive Vice President, Chief Accounting Officer and Controller
Date: May 19, 2026		Executive Vice President, Chief Accounting Officer and Controller
	CCO Holdings Capital Corp.
	Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
Date: April 24, 2026		Executive Vice President, Chief Accounting Officer and Controller
Date: May 19, 2026		Executive Vice President, Chief Accounting Officer and Controller

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