CHARTER COMMUNICATIONS, INC. /MO/ 8-K

What Happened
Charter Communications announced that on May 16, 2025 it entered a Transaction Agreement with Cox Enterprises to acquire 100% of the equity interests in certain Cox Communications subsidiaries that operate Cox’s commercial fiber and managed IT and cloud services businesses and to receive contributed equity interests and certain other assets related primarily to Cox’s residential cable business. Under the agreement, Cox Enterprises will pay Charter $1.00 in connection with the Transactions. Charter filed a Current Report on Form 8-K on January 6, 2026 to provide supporting financial information.

Key Details

• Transaction Agreement signed May 16, 2025 between Charter, Charter Communications Holdings, LLC and Cox Enterprises.
• Cox will transfer 100% of equity interests in subsidiaries operating commercial fiber and managed IT/cloud services; other assets (excluding certain excluded assets) will be contributed to Charter Holdings.
• Filing includes: (i) unaudited interim condensed consolidated financial statements of Cox Communications for the nine months ended September 30, 2025, and (ii) unaudited pro forma condensed combined financial statements reflecting the Transactions for the nine months ended September 30, 2025 and for the year ended December 31, 2024. Pro forma balance sheet date: September 30, 2025; pro forma statements of operations assume the Transactions occurred as of January 1, 2024.
• The filing reiterates standard forward-looking risk factors cited by Charter, including timing and regulatory approvals, integration risks, potential increased indebtedness, possible dilution to current shareholders, transaction and integration costs, and other execution risks.

Why It Matters
This is a material acquisition for Charter that expands its commercial fiber and managed IT/cloud services footprint by bringing in Cox’s commercial assets. The attached Cox financials and Charter pro forma statements give investors a way to see how the deal would have affected Charter’s results and balance sheet for the stated periods. The filing also highlights key transaction risks (approvals, integration, costs, and potential for higher debt or dilution) that investors should consider when assessing the potential impact on Charter’s future financials.