On May 16, 2025, Charter Communications, Inc. (“Charter”), Charter Communications Holdings, LLC, a subsidiary of Charter (“Charter Holdings”), and Cox Enterprises, Inc. (“Cox Enterprises”) entered into a Transaction Agreement (as may be amended from time to time, the “transaction agreement”), a copy of which is attached as Annex A to the accompanying proxy statement. Subject to the satisfaction or (to the extent permitted) waiver of the closing conditions set forth in the transaction agreement, (i) Cox Enterprises will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications, Inc., a wholly owned subsidiary of Cox Enterprises (“Cox Communications”), that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses (the “equity sale”), (ii) Cox Enterprises will contribute the equity interests of Cox Communications (after its conversion into a limited liability company pursuant to the pre-closing restructuring described in the accompanying proxy statement) and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings (the “contribution”), and (iii) Cox Enterprises will pay $1.00 to Charter (the transactions described in clauses (i)-(iii), collectively, the “transactions”). Under the transaction agreement, Charter and Cox Enterprises may designate one or more wholly owned subsidiaries to take actions with respect to Charter and Cox Enterprises, respectively.

Pursuant to the transaction agreement, at the closing of the transactions (the “closing”):

The aggregate consideration payable or issuable to Cox Enterprises in the transactions is collectively referred to as the “consideration.”

Based on Charter’s share count as of March 31, 2025, we estimate that at the closing, Cox Enterprises will own approximately 23% of the combined entity’s diluted shares outstanding, on an as-exchanged, as-converted basis and assuming the contemporaneous closing of the previously announced merger with Liberty Broadband Corporation (“Liberty Broadband”). The combined entity will assume Cox Communications’ approximately $12.6 billion in outstanding net debt and other obligations.

Charter will hold a special meeting of its stockholders in connection with the proposed transaction (the “Charter special meeting”).

In connection with the transactions contemplated by the transaction agreement, on May 16, 2025, Liberty Broadband entered into a voting agreement with Charter and Cox Enterprises (the “Liberty Broadband voting agreement”), a copy of which is attached as Annex B to the accompanying proxy statement, pursuant to which Liberty Broadband agreed to vote, at the Charter special meeting, all of the shares of Charter Class A common stock beneficially owned by it as of the record date for the Charter special meeting and representing, as of May 16, 2025, approximately 28% of the total voting power of the issued and outstanding shares of Charter common stock, (i) in favor of the certificate amendment (as defined below) and the share issuance, (ii) in favor of any properly made adjournment proposal and (iii) against any actions, proposals, transactions, agreements or amendments of the Charter organizational documents that Charter and Cox Enterprises reasonably expect would materially prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the transaction agreement, including any action or proposal in favor of any Charter acquisition proposal (as defined in the accompanying proxy statement), except that, if the Charter board of directors (the “Charter Board”) makes an adverse recommendation change pursuant to the transaction agreement and Cox Enterprises elects not to terminate the transaction agreement, the number of shares held by Liberty Broadband subject to the foregoing voting requirements will be limited to the number of shares of Charter Class A common stock equal in the aggregate to 20% of the total voting power of the shares of Charter common stock (other than the proportional voting shares (as defined below), which are addressed below), with any shares in excess of such amount to be voted on such matters in Liberty Broadband’s discretion (other than the proportional voting shares). The foregoing voting obligations will not apply to shares of Charter common stock beneficially owned by Liberty Broadband that exceed the voting cap applicable to Liberty Broadband under the existing stockholders agreement (as defined in the accompanying proxy statement) (such shares, the “proportional voting shares”), which proportional voting shares, pursuant thereto, must be voted in the same proportion as all other votes cast with respect to the applicable matter (such proportion determined without inclusion of the votes cast by Liberty Broadband, Advance/Newhouse Partnership (“A/N”) and other persons that beneficially own 10% or more of the total voting power of Charter). For more details on the Liberty Broadband voting agreement, see “Other Agreements Related to the Transactions—Liberty Broadband Voting Agreement” in the accompanying proxy statement.

In addition, on May 16, 2025, in connection with the transactions contemplated by the transaction agreement, A/N entered into a voting agreement with Charter and Cox Enterprises (the “A/N voting agreement” and together with the Liberty Broadband voting agreement, the “voting agreements”), a copy of which is attached as Annex C to the accompanying proxy statement, pursuant to which A/N agreed to vote, at the Charter special meeting, all of the shares of Charter Class A common stock and Charter Class B common stock beneficially owned by it as of the applicable record date for the Charter special meeting and representing, as of May 16, 2025, approximately 12% of the total voting power of the issued and outstanding shares of Charter common stock, (i) in favor of the certificate amendment (as defined below) and the share issuance, (ii) in favor of any properly made adjournment proposal and (iii) against any actions, proposals, transactions, agreements or amendments of the Charter organizational documents that Charter and Cox Enterprises reasonably expect would materially prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the transaction agreement, including any action or proposal in favor of any Charter acquisition proposal (as defined in the accompanying proxy statement), except that, if the Charter Board makes an adverse recommendation change pursuant to the transaction agreement and Cox Enterprises elects not to terminate the transaction agreement, the number of shares held by A/N subject to the foregoing voting requirements will be limited to the number of shares of Charter Class A common stock and Charter Class B common stock (on an as-exchanged basis) equal in the aggregate to 9.9% of the total voting power of the shares of Charter common stock, with any shares in excess of such amount to be voted on such matters in A/N’s discretion. For more details on the A/N voting agreement, see “Other Agreements Related to the Transactions—A/N Voting Agreement” in the accompanying proxy statement.

At the Charter special meeting, to be held in person at [ ] a.m., New York City time, on [ ], 2025, holders of Charter common stock will be asked to consider and vote on (i) a proposal to approve the share issuance (the “share issuance proposal”); (ii) a proposal to approve the adoption of the Second Amended and Restated Certificate of Incorporation of Charter, a copy of which is attached as Annex D to the accompanying proxy statement (the “amended certificate of incorporation”), which will include the creation of the new Charter Class C common stock (the “certificate amendment” and such proposal, the “certificate amendment proposal”); (iii) a proposal to approve separately (on a non-binding advisory basis) a feature of the amended certificate of incorporation that will set forth the composition requirements for the Charter Board that are required by the amended and restated stockholders agreement with Cox Enterprises and A/N, a copy of which is attached as Annex E to the accompanying proxy statement (the “amended stockholders agreement” and such proposal, the “governance proposal 1”); (iv) a proposal to approve separately (on a non-binding advisory basis) a feature of the amended certificate of incorporation that will specify standards for decisions by the Charter Board that are required by the amended stockholders agreement (such proposal, the “governance proposal 2”); (v) a proposal to approve separately (on a non-binding advisory basis) a feature of the amended certificate of incorporation that will provide for certain voting restrictions on Cox Enterprises and A/N that are required by the amended stockholders agreement (such proposal, the “governance proposal 3”); (vi) a proposal to approve separately (on a non-binding advisory basis) a feature of the amended certificate of incorporation that will clarify the stockholder vote required for amendments to the amended certificate of incorporation to increase or decrease the number of authorized shares of Charter common stock or preferred stock (such proposal, the “governance proposal 4” and collectively with the governance proposal 1, the governance proposal 2 and the governance proposal 3, the “governance proposals”); and (vii) a proposal to approve the adjournment of the Charter special meeting from time to time to solicit additional proxies in favor of the certificate amendment proposal or the share issuance proposal if there are insufficient votes at the time of such adjournment to approve such proposals or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (the “adjournment proposal”). Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of Charter Class A common stock and Charter Class B common stock, voting together as a single class, in each case at the Charter special meeting. Approval of the certificate amendment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter Class A common stock and Charter Class B common stock, voting together as a single class. Approval of the governance proposals (which are non-binding advisory proposals) requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter Class A common stock and Charter Class B common stock, voting together as a single class. Approval of the adjournment proposal requires the affirmative vote of the holders of shares having a majority of the voting power of the shares of Charter common stock that are present in person or represented by proxy at the Charter special meeting and entitled to vote on the proposal at the Charter special meeting, voting together as a single class.

The Charter Board, by all directors present and including a majority of (a) the Unaffiliated Directors (as defined in the existing stockholders agreement (as defined in the accompanying proxy statement)), (b) the directors designated by Liberty Broadband pursuant to the existing stockholders agreement and (c) the directors designated by A/N pursuant to the existing stockholders agreement, has unanimously determined that the transaction documents and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Charter and its stockholders, approved the transaction documents and the transactions contemplated thereby and recommended that Charter stockholders vote “FOR” each of the share issuance proposal, the certificate amendment proposal, the governance proposals and the adjournment proposal. The Charter Board made its determination after consultation with legal and financial advisors and consideration of a number of factors. Completion of the transactions is conditioned on Charter stockholders approving the certificate amendment proposal and the share issuance proposal. Approval of the governance proposals and the adjournment proposal is not a condition to the completion of the transactions.

The obligations of Charter and Cox Enterprises to complete the transactions are subject to the satisfaction or (to the extent permitted) waiver of a number of conditions set forth in the transaction agreement, a copy of which is included as Annex A to the accompanying proxy statement. The accompanying proxy statement describes the Charter special meeting, the proposals to be considered at the Charter special meeting, the transactions and the documents and agreements related to the transactions. It also contains or references information about Charter and Cox Enterprises and certain related agreements and matters. Please carefully read the entire accompanying proxy statement, including “Risk Factors,” beginning on page 33, for a discussion of the risks relating to the proposed transactions contemplated by the transaction agreement and other transaction documents.

Your vote is very important regardless of the number of shares of Charter common stock that you own. A failure to vote your shares of Charter common stock, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the certificate amendment proposal and the governance proposals.

Whether or not you plan to attend the Charter special meeting, please submit your proxy as soon as possible to make sure that your shares are represented at the meeting.

Thank you for your cooperation and we look forward to the successful completion of the transactions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions, the transaction agreement or the securities to be issued in connection with the transactions contemplated by the transaction agreement described in this proxy statement or determined if this proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [ ], 2025 and is first being mailed to Charter stockholders of record on or about [ ], 2025.

On May 16, 2025, Charter Communications, Inc. (“Charter”), Charter Communications Holdings, LLC, a subsidiary of Charter (“Charter Holdings”), and Cox Enterprises, Inc. (“Cox Enterprises”) entered into a Transaction Agreement (as may be amended from time to time, the “transaction agreement”), a copy of which is attached as Annex A to the accompanying proxy statement. Subject to the satisfaction or (to the extent permitted) waiver of the closing conditions set forth in the transaction agreement, (i) Cox Enterprises will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications, Inc., a wholly owned subsidiary of Cox Enterprises (“Cox Communications”), that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses (the “equity sale”), (ii) Cox Enterprises will contribute the equity interests of Cox Communications (after its conversion into a limited liability company pursuant to the pre-closing restructuring described in the accompanying proxy statement) and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings (the “contribution”), and (iii) Cox Enterprises will pay $1.00 to Charter. Under the transaction agreement, Charter and Cox Enterprises may designate one or more wholly owned subsidiaries to take actions with respect to Charter and Cox Enterprises, respectively.

NOTICE IS HEREBY GIVEN of the special meeting of stockholders of Charter, to be held in person at Charter’s headquarters at 400 Washington Blvd., Stamford, Connecticut 06902, at [ ] a.m., New York City time, on [ ], 2025 (the “Charter special meeting”). At the Charter special meeting, you will be asked to consider and vote on the following proposals:

Charter will transact no other business at the Charter special meeting, except such business as may properly be brought before the Charter special meeting or any adjournments or postponements thereof by or at the direction of the Charter board of directors (the “Charter Board”) in accordance with Charter’s amended and restated bylaws. The accompanying proxy statement describes the proposals listed above in more detail. Please refer to the accompanying proxy statement, including the transaction agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Charter special meeting. You are encouraged to read the entire document carefully before voting. In particular, see “The Transaction Agreement” and “Other Agreements Related to the Transactions,” respectively, for a summary of the transaction agreement and a description of the transactions contemplated by the transaction agreement, including the share issuance and the certificate amendment, and the transaction agreement, a copy of which is attached as Annex A to the accompanying proxy statement, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. Please also see “Risk Factors” beginning on page 33 for an explanation of the risks associated with the transactions and the other transactions contemplated by the transaction agreement and other transaction documents.

Completion of the transactions is conditioned on Charter stockholders approving the certificate amendment proposal and the share issuance proposal. Approval of the governance proposals and the adjournment proposal is not a condition to the completion of the transactions.

Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of Charter Class A common stock and Class B common stock, par value $0.001 per share, of Charter (the “Charter Class B common stock”), voting together as a single class, in each case at the Charter special meeting. Approval of the certificate amendment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter Class A common stock and Charter Class B common stock, voting together as a single class. Approval of the governance proposals (which are non-binding advisory proposals) requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter Class A common stock and Charter Class B common stock, voting together as a single class. Approval of the adjournment proposal requires the affirmative vote of the holders of shares having a majority of the voting power of the shares of Charter common stock that are present in person or represented by proxy at the Charter special meeting and entitled to vote on the proposal at the Charter special meeting, voting together as a single class.

The Charter Board has fixed the close of business on [ ], 2025 as the record date for the Charter special meeting. Only holders of record of Charter common stock as of the close of business on the record date for the Charter special meeting are entitled to notice of, and to vote at, the Charter special meeting or any adjournment or postponement thereof. Holders of Charter Class A common stock are entitled to one vote per share and Advance/Newhouse Partnership (“A/N”), as holder of Charter Class B common stock, is entitled to a number of votes reflecting the voting power of the Charter Holdings common units held by A/N on an as-exchanged basis. For additional information regarding the Charter special meeting, see “The Charter Special Meeting” of the accompanying proxy statement.

The Charter Board, by all directors present and including a majority of (a) the Unaffiliated Directors (as defined in the existing stockholders agreement (as defined in the accompanying proxy statement)), (b) the directors designated by Liberty Broadband Corporation pursuant to the existing stockholders agreement and (c) the directors designated by A/N pursuant to the existing stockholders agreement, has unanimously determined that the transaction

documents and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Charter and its stockholders, approved the transaction documents and the transactions contemplated thereby and recommended that Charter stockholders vote “FOR” the share issuance proposal, “FOR” the certificate amendment proposal, “FOR” the governance proposals and “FOR” the adjournment proposal. The Charter Board made its determination after consultation with legal and financial advisors and consideration of a number of factors.

Each copy of the accompanying proxy statement mailed to holders of Charter common stock is accompanied by a form of proxy card with instructions for voting. Whether or not you plan to attend the Charter special meeting in person, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

Due to space limitations, attendance is limited to Charter stockholders and persons holding valid legal proxies from those stockholders. Admission to the Charter special meeting is on a first-come, first-served basis. Valid government-issued picture identification must be presented to attend the Charter special meeting. If you hold Charter common stock through a bank, broker, trustee or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the record date, and if you wish to vote in person, you must also bring a legal proxy from your bank, broker, trustee or other nominee. Cameras, recording devices, and other electronic devices are not permitted. If you require special assistance at the Charter special meeting, please contact Charter’s Corporate Secretary at 400 Washington Blvd., Stamford, Connecticut 06902.

YOUR VOTE IS IMPORTANT. We cannot complete the transactions contemplated by the transaction agreement unless Charter stockholders approve the share issuance proposal and the certificate amendment proposal.

If you have any questions regarding the accompanying proxy statement, you may contact Innisfree M&A Incorporated, Charter’s proxy solicitor, by calling toll-free at (877) 750-8233, or for banks and brokers, collect at (212) 750-5833.

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE CHARTER SPECIAL MEETING, PLEASE VOTE PROMPTLY ELECTRONICALLY OR BY TELEPHONE. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the proposals or the securities being offered in the transactions or has passed upon the adequacy or accuracy of the accompanying materials. Any representation to the contrary is a criminal offense.

This proxy statement incorporates important business and financial information from other documents that are not included in or delivered with this proxy statement. For a listing of the documents incorporated by reference into this proxy statement, see “Where You Can Find More Information.” This information is available to you without charge upon your written or oral request. You can obtain those documents incorporated by reference in this proxy statement or other information about Charter that is filed with the Securities and Exchange Commission (the “SEC”) by requesting them in writing or by telephone at the following addresses and telephone numbers: 

If you would like to request any documents, please do so at least five business days before the special meeting in order to receive them before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by Charter with the SEC on Charter’s Internet website at ir.charter.com under the tab “Investors” and then under the heading “Results & SEC Filings.”

We are not incorporating the contents of the websites of the SEC, Charter or any other entity into this proxy statement. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement at these websites only for your convenience.

This proxy statement and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, regarding, among other things, the proposed transactions. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Words such as “believe,” “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,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include statements regarding the transactions as well as the future financial and operating results, plans, objectives, expectations and intentions of Charter. In addition to the risk factors described herein under the heading “Risk Factors” beginning on page 33, the following are some but not all of the factors that could cause actual results or events to differ materially from those expressed or implied by such statements:

These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this proxy statement, and Charter expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind the factors described in “Risk Factors” and other cautionary statements contained or incorporated in this document. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement. Where, in any forward-looking statement, Charter expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished.

Please refer to the publicly filed documents of Charter, including the most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q for additional information about Charter and about the risks and uncertainties related to Charter’s business that may affect the statements made in this proxy statement. For more information, see “Where You Can Find More Information.”

The accompanying unaudited pro forma condensed combined financial statements as of and for the three months ended March 31, 2025 and for the year ended December 31, 2024 are intended to reflect the impact of the transactions on the consolidated financial statements of Charter, as if the transactions had occurred as of March 31, 2025 for the unaudited pro forma condensed combined balance sheet and as of January 1, 2024 for the unaudited pro forma condensed combined statements of operations. The accompanying unaudited pro forma financial statements present the pro forma financial position and results of operations of Charter based on the historical financial statements and accounting records of Charter and Cox Communications and the related pro forma transaction accounting adjustments as described in the accompanying notes. The transaction accounting adjustments are intended to reflect U.S. generally accepted accounting principles (“GAAP”) to illustrate the effects of the transactions on Charter’s historical financial statements.

On May 16, 2025, Charter, Charter Holdings, and Cox Enterprises entered into the transaction agreement pursuant to which (i) Cox Enterprises will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses, (ii) Cox Enterprises will contribute the equity interests of Cox Communications (after its conversion into a limited liability company pursuant to the pre-closing restructuring described in this proxy statement) and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings, and (iii) Cox Enterprises will pay $1.00 to Charter. Under the transaction agreement, Charter and Cox Enterprises may designate one or more wholly owned subsidiaries to take actions with respect to Charter and Cox Enterprises, respectively.

Pursuant to the transaction agreement, at the closing:

The combined entity will assume Cox Communications’ approximately $12.6 billion in outstanding net debt and finance leases.

The unaudited pro forma financial statements are based on (i) the unaudited consolidated financial statements of Charter as of and for the three months ended March 31, 2025 contained in Charter’s Quarterly Report on Form 10-Q filed with the SEC on April 25, 2025, (ii) the unaudited consolidated financial statements of Cox Communications as of and for the three months ended March 31, 2025 contained in this proxy statement, (iii) the audited consolidated financial statements of Charter as of and for the year ended December 31, 2024 contained in Charter’s Annual Report on Form 10-K filed with the SEC on January 31, 2025, and (iv) the audited consolidated financial statements of Cox Communications as of and for the year ended December 31, 2024 contained in this proxy statement.

The transactions will be accounted for using the acquisition method of accounting with Charter as the accounting acquirer. As of the date of this proxy statement, Charter has not completed the detailed valuation studies necessary

to arrive at final estimates of the fair market value of the assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform Cox Communications to Charter’s accounting policies. As indicated in Note 1 to the unaudited pro forma financial statements, based on information currently available, Charter has made certain adjustments to the historical book values of the assets and liabilities of Cox Communications to reflect preliminary estimates of fair values necessary to prepare the unaudited pro forma financial statements, with the excess of the purchase price over the adjusted historical net assets of Cox Communications recorded as goodwill. Actual results may differ from these unaudited pro forma financial statements once the transactions are completed and Charter has determined the final purchase price for Cox Communications, has completed the valuation studies necessary to finalize the required purchase price allocations and has identified any additional conforming accounting policy changes for Cox Communications. There can be no assurance that such finalization will not result in material changes.

The unaudited pro forma financial statements are provided for illustrative purposes only and are based on available information and assumptions that Charter believes are reasonable and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of Charter would have been had the transactions occurred on the dates indicated, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. The actual financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the date of the pro forma financial statements. The assumptions underlying the pro forma adjustments are described in greater detail in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma financial statements do not reflect all reclassifications or adjustments to conform the Cox Communications financial statement presentation or accounting policies to those adopted by Charter. At this time, Charter is not aware of any intercompany transactions that would have a material impact on the unaudited pro forma financial statements that are not reflected in the pro forma adjustments. Further review may identify additional intercompany transactions, reclassifications or differences between the accounting policies of the companies that, when conformed, could have a material impact on the unaudited pro forma financial statements of the combined company.

The unaudited pro forma financial statements do not include any adjustment for liabilities or related costs that may result from integration activities, since management has not completed the process of making these assessments. Significant liabilities and related costs may ultimately be recorded for employee severance or relocation, costs of vacating some facilities and costs associated with other exit and integration activities. The unaudited pro forma statements of operations also do not include any revenue or expense synergies or dis-synergies resulting from the transactions. 

In connection with the transactions, at the closing, Charter, Cox Enterprises and A/N will enter into the amended tax receivables agreement, which will set forth the terms pursuant to which Charter will pay Cox Enterprises and A/N, as applicable, for tax benefits arising from Cox Enterprises’ or A/N’s potential future exchanges of their respective Charter Holdings common units and Charter Holdings convertible preferred units, as applicable, into cash or Charter Class A common stock pursuant to the amended exchange agreement. The amended tax receivables agreement will provide for a payment by Charter of 50% of the tax benefits when realized by Charter from the step-up in tax basis resulting from any such future exchanges. A/N is currently party to the existing tax receivables agreement with Charter, and such agreement will be amended and restated by the amended tax receivables agreement at the closing. Charter has not recorded a pro forma adjustment for the tax receivables agreement with Cox Enterprises as a contingent consideration obligation in the preliminary purchase price allocation as it is impractical to estimate its fair value since the tax benefit is dependent on uncertain future events that are outside Charter’s control. A future exchange is not based on a fixed and determinable date and the exchange is not certain to occur.

For purposes of the unaudited pro forma financial statements, the preliminary purchase price is assumed to be approximately $24.9 billion based on preliminary fair value estimates for each component of consideration transferred to Cox Enterprises. The Charter Holdings common units which are exchangeable into Charter Class A common stock are fair valued based on a $396.27 closing price of Charter Class A common stock on May 30, 2025, representing the last business day of the most recently completed month. The Charter Holdings convertible preferred units fair value estimate is based on an initial preferred instrument multiple above the $6.0 billion aggregate liquidation preference contemplating a 6.875% preferred cash dividend and estimated fair value of Charter Class A common stock upon conversion. The final purchase price will be different from the preliminary purchase price presented as the fair value of the equity portion of the transactions consideration will be based on the fair value of Charter Class A common stock at closing.

The table below presents the allocation of the preliminary purchase price to the identifiable assets acquired and liabilities assumed at their respective estimated fair values as if the transactions had closed on March 31, 2025.

The preliminary estimates are based upon currently available information. As such, additional assets and liabilities may be identified and reflected in the final purchase price allocation.

Upon finalization of the fair value assessment, Charter anticipates the finalized fair values of the net assets acquired will differ from the preliminary assessment outlined above. Generally, changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. If upon completion of the valuations, the fair values are greater or less than the amounts included in the preliminary purchase price allocation above, such a change would not likely have a material impact on the financial position or results of operations of Charter.

The following summarizes the pro forma balance sheet adjustments relating to the transactions:

The Charter Holdings common units issued to Cox Enterprises as a portion of the consideration for the contribution initially are measured at their fair value of $13.3 billion in accordance with acquisition accounting. However, upon new partner entry to Charter Holdings, the carrying amounts of the common units of the controlling interest (Charter) and noncontrolling interests (Cox Enterprises and A/N) are adjusted to reflect their relative effective common ownership interest in Charter Holdings. Relative ownership adjustment results in a decrease to noncontrolling interests of approximately $3.4 billion and a corresponding increase to additional paid-in capital of $3.4 billion, net of $859 million of deferred income taxes for Charter’s increase in book basis in Charter Holdings.

The following summarizes the pro forma statement of operations adjustments relating to the transactions.

The closing is expected to be completed contemporaneously with the previously announced Liberty Broadband merger. Completion of the Liberty Broadband merger is not a closing condition to the transactions; however, the following table presents certain supplemental financial information assuming the Liberty Broadband merger had been completed contemporaneously with the closing as of March 31, 2025 for the unaudited pro forma condensed combined balance sheet and as of January 1, 2024 for the unaudited pro forma condensed combined statements of operations.