Short answer
Charter Communications (CHTR) filed an 8-K current report with the SEC on August 20, 2026 reporting Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 3.02 (Unregistered Sales of Equity Securities), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.02 (Departure/Election of Directors or Officers), Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Charter completed the Cox transaction by issuing Cox NewCo one share of Charter Class C Common Stock.
Charter Communications 8-K event analysis
AI summary of each reported item and its exhibits
Item 2.01 · Completion of Acquisition or Disposition of Assets
- Charter completed the Cox transaction by issuing Cox NewCo one share of Charter Class C Common Stock
- Share issuance relied on the Securities Act Section 4(a)(2) private-placement exemption
- Cox NewCo received equity consideration, creating a direct ownership interest in Charter
Item 3.03 · Material Modification to Rights of Security Holders
- Item 3.03 contains no standalone disclosure; rights-related details are incorporated from Items 1.01, 2.01 and 5.03
- Investor impact depends on the referenced transaction, acquisition or charter/bylaw changes in those sections
Item 5.02 · Departure/Election of Directors or Officers
- Board reconstituted after Transactions: three Liberty-designated directors exited, while Balan Nair remains independent
- Cox Parent designated Alexander C. Taylor, Dallas Clement and Mark Greatrex as Nasdaq-independent directors
- Taylor became Board chairman; Eric L. Zinterhofer transitioned to lead independent director
- New directors received prorated restricted stock: $82,849 retainer grants, plus $155,342 for Clement and Greatrex
- Taylor received $258,904 additional restricted stock; awards vest at the 2027 annual meeting subject to continued service
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- Charter’s certificate of incorporation and bylaws fully amended and restated effective August 19, 2026
- Amendments implemented alongside completion of the Transactions, signaling post-closing governance changes
- New Charter Preferred Stock established through a Delaware certificate of designations
- Each Liberty Preferred Stock share converted into one Charter Preferred Stock share at the Liberty Effective Time
- Preferred-stock rights and governance terms detailed in Exhibits 3.1–3.3 and incorporated by reference
Item 7.01 · Regulation FD Disclosure
- Filing contains only a Regulation FD disclaimer covering Section 18 liability and incorporation by reference
- No substantive investor-facing disclosure or operating update in the provided text
Item EX-99.1 · Exhibit EX-99.1
- Charter completed Cox acquisition and Liberty Broadband merger, creating a 45-state Spectrum footprint serving more than 70 million homes and businesses
- Cox received approximately $4 billion cash, 33.6 million common units, and $6 billion convertible preferred units with a 6.875% coupon
- Cox ownership reaches approximately 26% of fully diluted shares, while approximately $12 billion of Cox debt and leases remain at Charter subsidiaries
- Liberty Broadband merger reduces Charter shares outstanding by approximately 4.7 million after retiring 38.6 million shares and issuing 33.9 million shares
- Alex Taylor becomes chairman, Eric Zinterhofer lead independent director, and Cox appoints two directors to Charter’s 13-member board
Other items in this filing:
- Item 3.02: Unregistered Sales of Equity Securities
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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