Charter Communications, Inc. filed a Form 8-K on August 20, 2026, disclosing the completion on August 19, 2026, of two previously announced transactions: its merger with Liberty Broadband Corporation and its transaction with Cox Enterprises, Inc.

Key Highlights

  • Liberty merger closed: Liberty Broadband was absorbed into Charter on August 19, 2026, with each share of Liberty Common Stock converted at an exchange ratio of 0.236 of a share of Charter Class A Common Stock.
  • Net share impact from Liberty deal: Charter retired approximately 38.6 million shares of Charter Class A Common Stock previously owned by Liberty and issued approximately 33.9 million shares, resulting in a net decrease of approximately 4.7 million shares outstanding.
  • Liberty Preferred Stock converted: Each share of Liberty Series A Cumulative Redeemable Preferred Stock was converted into one share of Charter Series A Cumulative Redeemable Preferred Stock; approximately 7.2 million such Charter Preferred Stock shares were issued.
  • Liberty stock options canceled: All Liberty Stock Options were canceled for no consideration because all had an exercise price greater than the Merger Consideration Value, according to the filing.
  • Cox cash consideration: Charter paid $3.5 billion in cash to Cox NewCo for the Equity Sale and Charter Holdings paid an additional $724 million in cash to Cox NewCo for the Contribution.
  • Cox preferred units issued: Charter Holdings issued 60.0 million convertible preferred units to Cox NewCo with an aggregate liquidation preference of $6.0 billion and a 6.875% coupon.
  • Cox debt assumed: Approximately $12 billion of Cox debt and finance leases will remain outstanding at subsidiaries of Charter as a result of the transaction, according to the filing.

Charter Communications Completes Liberty Broadband Combination and Cox Acquisition

According to the filing, Charter Communications (NASDAQ:CHTR) completed both transactions simultaneously on August 19, 2026. In the Liberty transaction, Merger Sub first merged with and into Liberty Broadband, with Liberty surviving as a wholly owned subsidiary of Merger LLC. Immediately following, Liberty merged with and into Merger LLC, which survived as a wholly owned subsidiary of Charter. Each share of Liberty Series A, Series B, and Series C common stock outstanding at the effective time was converted into the right to receive 0.236 of a share of Charter Class A Common Stock, with fractional shares settled in cash. Restricted stock unit awards with respect to Liberty Common Stock accelerated and fully vested effective August 10, 2026, and shares net of applicable tax withholdings outstanding at the Liberty Effective Time were treated as outstanding shares entitled to the Common Consideration.

The Cox transaction closed immediately following the Liberty Effective Time. As the filing describes, Cox NewCo sold 100% of the equity interests of certain subsidiaries conducting Cox's commercial fiber and managed IT and cloud services businesses to a Charter subsidiary for $3.5 billion in cash. Cox NewCo then contributed the equity interests of Cox's residential cable business and certain other assets to Charter Holdings, receiving $724 million in cash and 60.0 million convertible preferred units of Charter Holdings carrying a $6.0 billion aggregate liquidation preference and a 6.875% coupon. The filing also states that Cox NewCo contributed $1.00 to Charter as part of the overall Cox Transactions.

The filing notes that approximately $12 billion of Cox debt and finance leases will remain outstanding at Charter subsidiaries following the transaction. Charter reported that the Liberty merger resulted in a net decrease of approximately 4.7 million shares of Charter Class A Common Stock outstanding, while approximately 7.2 million shares of Charter Preferred Stock were issued to former holders of Liberty Preferred Stock.

What Was Disclosed

Charter's 8-K, filed August 20, 2026, reported the August 19, 2026, closing of its merger with Liberty Broadband Corporation and its acquisition of Cox Enterprises' cable and commercial fiber businesses, detailing share conversions, cash payments, preferred unit issuances, and assumed debt.